UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
Payless Cashways, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
704378-30-6
(CUSIP Number)
Check the following box if a fee is being paid with this statement [x]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 704378-30-6 13G Page 2 of 4 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER
2,435,757
6) SHARED VOTING POWER
0
7) SOLE DISPOSITIVE POWER
2,435,757
8) SHARED DISPOSITIVE POWER
0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,435,757
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 704378-30-6 13G Page 3 of 4 Pages
Item 1(a) Name of Issuer:
Payless Cashways, Inc. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
2300 Main
Kansas City, MO 64108
Item 2(a) Name of Person Filing:
Masco Corporation
Item 2(b) Address of Principal Business Office or, if none,
Residence:
21001 Van Born Road
Taylor, MI 48180
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share (the "Common
Stock")
Item 2(e) CUSIP Number:
704378-30-6
Item 3 Statements Filed Pursuant to Rules 13d-1(b)
or 13d-2(b):
Not Applicable
Item 4 Ownership:
As of December 31, 1993, Masco Capital
Corporation, a wholly-owned subsidiary of the
undersigned ("Masco Capital"), owned 406,000
shares of Series A Cumulative Convertible
Preferred Stock, par value $1.00 per share,
of the Company (the "Convertible Preferred
Stock"), convertible at the option of Masco
Capital into 2,435,757 shares of Common Stock
(or 6.3% of the Common Stock that would be
outstanding after such conversion). Masco
Capital currently has sole power to vote and
dispose of all such shares of Common Stock
into which its Convertible Preferred Stock is
convertible.
<PAGE>
CUSIP No. 704378-30-6 13G Page 4 of 4 Pages
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on
Behalf of Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the
Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
Not Applicable
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 28, 1994
MASCO CORPORATION
By /s/Gerald Bright
Name Gerald Bright
Title Vice President
