As filed with The Securities and Exchange Commission
on June 3, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
38-1794485
(I.R.S. Employer Identification Number)
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7400
(Address, including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
John R. Leekley
Vice President and General Counsel
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the
public: From time to time after this registration statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
________________________________________________
CALCULATION OF REGISTRATION FEE
________________________________________________
________________________________________________
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF SHARES AMOUNT AGGREGATE AGGREGATE OF
TO BE REGISTERED TO BE PRICE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE FEE
- -------------------------------------------------------------------------------
COMMON STOCK 242,211 $ 27.6875* $ 6,706,271.062* $ 2,312.50*
(PAR VALUE $1 PER SHARE) SHARES
- -------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION DATED JUNE 3, 1994
PROSPECTUS
242,211 Shares
MASCO CORPORATION
Common Stock
($1 Par Value)
All the shares of Common Stock being offered hereby (the
"Shares") are held by a certain stockholder (the "Selling
Stockholder") of Masco Corporation ("Masco" or the "Company").
Masco will not receive any of the proceeds from the sale of the
Shares.
The Selling Stockholder (and its donees, distributees,
pledgees and personal representatives) may, from time to time,
offer for sale and sell or distribute the Shares to be offered by
it hereby (a) in transactions executed on the New York Stock
Exchange or other exchanges on which the Shares may be traded,
(b) in negotiated transactions or (c) through other means. Sales
may be effected at market prices prevailing at the time of sale
or at such other prices as may be negotiated by the Selling
Stockholder.
The Selling Stockholder may effect such transactions by
selling Shares to or through dealers, and such dealers may
receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder (which
compensation, if any, is not expected to be in excess of
customary commissions). The Selling Stockholder and any dealers
that participate with the Selling Stockholder in the distribution
of Shares may be deemed to be underwriters, and any commissions
received by them and any profit on the resale of Shares sold by
them might be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
Masco has agreed to indemnify the Selling Stockholder
against certain liabilities under the Securities Act of 1933.
__________________________________________
THE COMPANY'S COMMON STOCK IS LISTED ON THE
NEW YORK STOCK EXCHANGE
__________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
__________, 1994
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by Masco
can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center,
New York, New York 10048; and Chicago Regional Office, Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained
from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information can also be
inspected at the office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which the Company's
securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
(b) The Company's Proxy Statement dated April 18, 1994, in
connection with its Annual Meeting of Stockholders held on May
18, 1994;
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994;
(d) The Company's Current Report on Form 8-K dated March 2,
1994; and
(e) The Company's Form 8 dated May 22, 1991 amending its
Registration Statement on Form 8-A dated February 12, 1987.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the Shares shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such documents. Any statement contained in
a previously filed document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof
to the extent that a statement contained herein modifies or
supersedes such statement, and any statement contained in any
previously filed document or contained herein shall be deemed
modified or superseded
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to the extent that a statement contained in a subsequently filed
document which is incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof
except as so modified or superseded.
MASCO UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL
OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN ANY
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO JOHN C. NICHOLLS, JR., TREASURER, MASCO CORPORATION,
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180 (TELEPHONE (313)
274-7400).
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<PAGE>
THE COMPANY
Masco manufactures building, home improvement and home
furnishings products for the home and family. Masco believes
that it is the largest domestic manufacturer of faucets, plumbing
supplies, kitchen and bath cabinets and furniture, and that it is
a leading domestic producer of a number of other building, home
improvement and home furnishings products.
Masco's principal executives offices are located at 21001
Van Born Road, Taylor, Michigan 48180, and the telephone number
is (313) 274-7400. Except as the context otherwise indicates, the
terms "Masco" or the "Company" refer to Masco Corporation and its
consolidated subsidiaries.
SELLING STOCKHOLDERS
The Selling Stockholder, The Rubinstein Group, Ltd.
(formerly known as American Shower & Bath Corporation) owns
242,211 shares of Common Stock which may be offered hereby for
the account of the Selling Stockholder (and by its donees,
distributees, pledgees and personal representatives). The Shares
constitute all of the Shares held by the Selling Stockholder
prior to this offering. On May 27, 1994, the Selling Stockholder
acquired the Shares from Masco pursuant to a Purchase Agreement
dated as of April 22, 1994 (the "Agreement") among Masco, Trayco,
Inc., ASB Acquisition Corporation, American Shower & Bath
Corporation, and Julian Rubinstein, the sole stockholder of
American Shower & Bath Corporation. The Rubinstein Group, Ltd.
may be liquidated or may distribute the Shares to Julian
Rubinstein who would then be the Selling Stockholder hereunder.
The Selling Stockholder did not hold positions or have
material relationships with Masco or any predecessor or affiliate
thereof during the three years preceding such acquisition. Since
such acquisition, Julian Rubinstein has continued to be involved
in the management of the Selling Stockholder. The Agreement
contains indemnification provisions covering this registration
and offering.
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<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholder (and its donees, distributees,
pledgees and personal representatives) may, from time to time,
offer for sale and sell or distribute the Shares to be offered by
it hereby (a) in transactions executed on the New York Stock
Exchange or other exchanges on which the Shares may be traded,
(b) in negotiated transactions or (c) through other means. Sales
may be effected at market prices prevailing at the time of sale
or at such other prices as may be negotiated by the Selling
Stockholder.
The Selling Stockholder may effect such transactions by
selling Shares to or through dealers, and such dealers may
receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder (which
compensation, if any, is not expected to be in excess of
customary commissions). The Selling Stockholder and any dealers
that participate with the Selling Stockholder in the distribution
of Shares may be deemed to be underwriters, and any commissions
received by them and any profit on the resale of Shares sold by
them might be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
EXPERTS
The Company's financial statements and financial statement
schedules, included in the Company's most recent Annual Report
on Form 10-K, have been audited by Coopers & Lybrand, independent
accountants, as set forth in their report appearing in such Form 10-K.
All such financial statements and financial statement schedules
have been incorporated by reference herein in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing. The financial statements and financial statement schedules
of MascoTech, Inc., included in the Company's most recent Annual
Report on Form 10-K, have been audited by Coopers & Lybrand, independent
accountants, as set forth in their report appearing in such Form 10-K.
All such financial statements and financial statement schedules have been
incorporated by reference herein in reliance upon such report and
upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Company:
Securities and Exchange Commission
registration fee . . . . . . . . . $ 2,312.50
__________________
ITEM 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
empowers the Company to indemnify, subject to the standards
therein prescribed, any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such with respect to
another corporation or other entity at the request of the
Company. Article Fifteenth of the Company's Restated Certificate
of Incorporation provides that each person who was or is made a
party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact
that such person is or was a director, officer or employee of the
Company shall be indemnified and held harmless by the Company to
the fullest extent authorized by the General Corporation Law of
Delaware against all expenses, liability and loss (including
without limitation attorneys' fees, judgments, fines and amounts
paid in settlement) reasonably incurred by such person in
connection therewith. The rights conferred by Article Fifteenth
are contractual rights and include the right to be paid by the
Company the expenses incurred in defending such action, suit or
proceeding in advance of the final disposition thereof.
Article Fourteenth of the Company's Restated Certificate of
Incorporation provides that the Company's directors will not be
personally liable to the Company or its stockholders for monetary
damages resulting from breaches of their fiduciary duty as
directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the General
Corporation Law of Delaware, which makes directors liable for
unlawful dividends or unlawful stock repurchases or redemptions,
or (d) for transactions from which directors derive improper
personal benefit.
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<PAGE>
The Company's directors and officers are covered by
insurance policies indemnifying them against certain civil
liabilities, including liabilities under the federal securities
laws (other than liability under Section 16(b) of the 1934 Act),
which might be incurred by them in such capacities.
<PAGE>
<PAGE>
ITEM 16. Exhibits.
The following Exhibits are filed as part of this
Registration Statement:
Exhibit 4.a Restated Certificate of Incorporation of the
Company. Incorporated herein by reference to the
Exhibits filed with the Company's Annual Report on
Form 10-K for the year ended December 31, 1992.
Exhibit 4.b Bylaws of the Company, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits
filed with the Company's Annual Report on Form 10-
K for the year ended December 31, 1993.
Exhibit 5 Opinion of John R. Leekley.
Exhibit 23.a Consent of Coopers & Lybrand relating to the
financial statements and financial statement
schedules of Masco Corporation.
Exhibit 23.b Consent of Coopers & Lybrand relating to the
financial statements and financial statement
schedules of MascoTech, Inc.
Exhibit 23.c Consent of John R. Leekley, which is included as
part of Exhibit 5.
Exhibit 24 Powers of Attorney, which appear in Part II of
this Registration Statement.
ITEM 17. Undertakings.
1. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement; provided, however, that paragraphs
(1) (i) and (1)(ii) do not apply if the information required to
be included in a post-effective amendment by these paragraphs is
contained in periodic reports filed by the Company pursuant to
<PAGE>
<PAGE>
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
provisions referred to in Item 15 above, or otherwise (other than
the insurance policies referred to in Item 15), the Company has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
that Act and will be governed by the final adjudication of such
issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Taylor, State of Michigan, on the 3rd day of June,
1994.
MASCO CORPORATION
By: /s/ Richard A. Manoogian
Richard A. Manoogian
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard A.
Manoogian and Eugene A. Gargaro, Jr., and each of them, his true
and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or would do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them or
their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
Principal Executive Officer:
/s/ Richard A. Manoogian Chairman of the June 3, 1994
Richard A. Manoogian Board, Chief
Executive Officer
and Director
<PAGE>
<PAGE>
Signature Title Date
Principal Financial Officer:
/s/ Richard G. Mosteller Senior Vice June 3, 1994
Richard G. Mosteller President -
Finance
Principal Accounting Officer:
/s/ Robert B. Rosowski Vice President - June 3, 1994
Robert B. Rosowski Controller
/s/ Wayne B. Lyon President and June 3, 1994
Wayne B. Lyon Director
/s/ Lillian Bauder Director June 3, 1994
Lillian Bauder
/s/ Erwin L. Koning Director June 3, 1994
Erwin L. Koning
/s/ John A. Morgan Director June 3, 1994
John A. Morgan
/s/ Arman Simone Director June 3, 1994
Arman Simone
/s/ Peter W. Stroh Director June 3, 1994
Peter W. Stroh
<PAGE>
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 4.a Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to the Exhibits filed
with the Company's Annual Report on Form 10-K for the
year ended December 31, 1992.
Exhibit 4.b Bylaws of the Company, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits filed
with the Company's Annual Report on Form 10-K for the
year ended December 31, 1993.
Exhibit 5 Opinion of John R. Leekley.
Exhibit 23.a Consent of Coopers & Lybrand relating to the financial
statements and financial statement schedules of Masco
Corporation.
Exhibit 23.b Consent of Coopers & Lybrand relating to the financial
statements and financial statement schedules of
MascoTech, Inc.
Exhibit 23.c Consent of John R. Leekley, which is included as part
of Exhibit 5.
Exhibit 24 Powers of Attorney, which appear in Part II of this
Registration Statement.
<PAGE>
Exhibit 5
June 3, 1994
Masco Corporation
21001 Van Born Road
Taylor, MI 48180
RE: MASCO CORPORATION
REGISTRATION STATEMENT ON FORM S-3
Dear Sirs:
I am acting as your counsel in connection with the
Registration Statement on Form S-3 under the Securities Act of
1933 registering an aggregate of 242,211 shares of Common Stock,
$1.00 par value (the "Shares"), of Masco Corporation, a Delaware
corporation (the "Company").
I or members of my staff have examined originals or copies,
certified or otherwise identified to my satisfaction, of such
documents and corporate records as I have deemed necessary or
appropriate in connection with this opinion.
Based upon the foregoing, I am of the opinion that:
(1) the Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the
State of Delaware; and
(2) the Shares have been duly authorized and issued and,
when sold in accordance with the procedures described in the
Registration Statement, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Company's Registration Statement on Form S-3.
Very truly yours,
/s/ John R. Leekley
John R. Leekley
Vice President and
General Counsel
<PAGE>
Exhibit 23.a
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the
prospectus included in this Registration Statement of Masco
Corporation on Form S-3 of our report dated February 24, 1994,
on our audits of the consolidated financial statements and financial
statement schedules of Masco Corporation and subsidiaries as of
December 31, 1993 and 1992 and for each of the three years in the
period ended December 31, 1993, which report is included in Masco
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the reference to our Firm
under the caption "Experts" in such prospectus.
/s/ Coopers & Lybrand
Detroit, Michigan
June 3, 1994
<PAGE>
Exhibit 23.b
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the
prospectus included in this Registration Statement of Masco
Corporation on Form S-3 of our report dated February 24, 1994, on
our audits of the consolidated financial statements and financial
statement schedules of MascoTech, Inc. and subsidiaries as of
December 31, 1993 and 1992, and for each of the three years in the
period ended December 31, 1993, which report is included in Masco
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the reference to our
Firm under the caption "Experts" in such prospectus.
/s/ Coopers & Lybrand
Detroit, Michigan
June 3, 1994
