Rule 424(B)(3)
Registration No. 33-52483
PROSPECTUS 1,714,640 Shares
MASCO CORPORATION
Common Stock
($1 Par Value)
All the shares of Common Stock being offered hereby (the "Shares") are
held by certain stockholders (the "Selling Stockholders") of Masco Corporation
("Masco" or the "Company"). Masco will not receive any of the proceeds from the
sale of the Shares.
The Selling Stockholders (and their donees, distributees, pledgees and
personal representatives) may, from time to time, offer for sale and sell or
distribute the Shares to be offered by them 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 Stockholders.
The Selling Stockholders 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 Stockholders
(which compensation, if any, is not expected to be in excess of customary
commissions). The Selling Stockholders and any dealers that participate with
the Selling Stockholders 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 Stockholders 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.
March 11, 1994
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________________________________________________________________________________
SUPPLEMENT DATED DECEMBER 16, 1994 TO PROSPECTUS DATED MARCH 11, 1994
MASCO CORPORATION
Common Stock
($1 Par Value)
--------------
From December 14 through December 16, 1994, each of the Selling
Stockholders sold the Shares owned by him and covered by this Prospectus to
Smith Barney Inc. at an average price of $22 per share.
________________________________________________________________________________
<PAGE>
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.
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, 1992;
(b) The Company's Proxy Statement dated April 15, 1993, in connection
with its Annual Meeting of Stockholders held on May 19, 1993;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993;
(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 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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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 Shares, as listed below, are the number of Shares which may be
offered by the Selling Stockholders named below (and by their donees,
distributees, pledgees and personal representatives). The Shares listed below
constitute all of the Shares held by the Selling Stockholders prior to this
offering, except that Kenneth M. Day II holds up to an additional twenty shares
of Company common stock. On February 28, 1994, the Selling Stockholders
acquired the Shares from Masco pursuant to a Purchase Agreement dated as of
December 23, 1993 (the "Agreement") among Masco, Zenith Products Corporation
("Zenith") and the stockholders of Zenith. The Selling Stockholders are the
stockholders of Zenith. The Selling Stockholders 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, the Selling
Stockholders have held positions with Zenith comparable to the positions they
held prior to the acquisition. The Agreement contains indemnification
provisions covering this registration and offering.
Number of
Selling Stockholder Shares Held
------------------- -----------
A. James Aruffo 240,050
Anthony Aruffo 85,732
Ronald J. Cammarota 274,343
Kenneth M. Day, II 360,074
Thomas J. Della Franco, III 137,171
Michael E. Dries 120,025
Robert Roggio 137,171
Robert S. Roggio 360,074
PLAN OF DISTRIBUTION
The Selling Stockholders (and their donees, distributees, pledgees and
personal representatives) may, from time to time, offer for sale and sell or
distribute the Shares to be offered by them 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 Stockholders.
The Selling Stockholders 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 Stockholders
(which compensation, if any, is not expected to be in excess of customary
commissions). The Selling Stockholders and any dealers that participate with
the Selling Stockholders 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.
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EXPERTS
The Company's financial statements, included in the Company's Current
Report on Form 8-K dated March 2, 1994, have been audited by Coopers & Lybrand,
independent accountants, as set forth in their report appearing in such Form 8-
K. All such financial statements 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 of MascoTech, Inc., (formerly
known as Masco Industries, Inc.) included in the Company's Current Report on
Form 8-K dated March 2, 1994, have been audited by Coopers & Lybrand,
independent accountants, as set forth in their report appearing in such Form 8-
K. All such financial statements have been incorporated by reference herein in
reliance upon such report and upon the authority of such firm as experts in
accounting and auditing.
