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MascoTech, Inc. Agrees to be Acquired by Investor Group Led by Heartland Industrial Partners

3 August 2000

MascoTech, Inc. Agrees to be Acquired by Investor Group Led by Heartland Industrial Partners

    TAYLOR, Mich. - MascoTech, Inc. announced today that it entered into a 
definitive agreement with an affiliate of Heartland Industrial Partners, L.P. 
which will result in a merger between MascoTech and the Heartland affiliate.  
The value of the recapitalization transaction, including the assumption of debt, 
is estimated to exceed $2 billion.  Under the terms of the agreement, each 
public stockholder of MascoTech is expected to receive in excess of $17 in cash 
per share.

    The agreement provides for a cash payment at the closing of $16.90 per
share plus an additional amount based upon proceeds realized on the
disposition of certain non-operating assets, currently anticipated to result
in an aggregate per share payment of between $17 and $18.  To the extent the
disposition of the non-operating assets is not completed prior to the closing,
proceeds from any subsequent disposition will be distributed to stockholders
after the disposition is completed.

    Masco Corporation, MascoTech's Chairman, Richard A. Manoogian (and a
related affiliate), and other members of management will retain an equity
stake of approximately 20% in the new company after the recapitalization.

    The MascoTech Board of Directors, upon the unanimous recommendation of a
Special Committee of independent directors, has approved the agreement.  The
Board of Directors was advised by Salomon Smith Barney.  The Special Committee
was advised by McDonald Investments Inc. and Dykema Gossett PLLC, special
legal counsel.

    The merger is subject to certain conditions including the completion of
financing and the approval by a majority of the public stockholders of
MascoTech other than Masco Corporation, Mr. Manoogian and his related
affiliate.  The Chase Manhattan Bank has provided financing commitments for
aggregate senior debt and receivables financing of approximately $1.5 billion.
Heartland is being joined in the transaction by CSFB Private Equity and
several other co-investors which are limited partners in Heartland's fund.

    Mr. Manoogian said that he believes the transaction "maximizes value for
our shareholders and creates enhanced opportunities for our business and our
employees."

    "Heartland is an ideal investor for MascoTech," Manoogian stated.  "Our
association with Heartland will increase MascoTech's access to the capital
needed to finance our growth opportunities, further solidifying our customer
relationships."

    "MascoTech is an excellent candidate for our buy and build investment
strategy," said David Stockman, Senior Managing Director of Heartland.  "The
company has world class assets, great people and exceptionally strong market
positions in each of its major business segments."

    "MascoTech is a platform with extensive and compelling opportunities for
private equity to finance both acquisitions and internal growth," added
Timothy Leuliette, another Heartland Senior Managing Director.

    Manoogian and Stockman added, "We fully understand and appreciate the
importance to MascoTech's customers, employees, suppliers and other
stakeholders of an orderly and seamless transition of MascoTech from a public
to a private company.  While no decision has yet been made on Board
composition or the executive leadership of the Company following the
completion of this transaction, MascoTech's existing leadership team will
remain in place and is personally committed to successfully leading the
company through this transition."

    Heartland Industrial Partners, L.P. is a private equity firm established
to "buy, build and grow" industrial companies in sectors ripe for
consolidation and long-term growth.  The firm has equity commitments in excess
of $1.1 billion and intends to increase its commitments to $2 billion.
Heartland was founded by David A. Stockman, a former partner of The Blackstone
Group and a Reagan administration cabinet officer; Timothy D. Leuliette, the
former President and Chief Operating Officer of Penske Corporation; and Daniel
P. Tredwell, a former Managing Director of Chase Securities.

    MascoTech is a diversified manufacturing company with world-leading metal
forming process capabilities and proprietary product positions serving
transportation, industrial and consumer markets.