<PAGE> 1
As filed with The Securities and Exchange Commission on March 2, 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
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK (PAR VALUE $1 PER SHARE) 1,714,640 $35.6875* $61,191,215* $21,100.57*
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</TABLE>
*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.
<PAGE> 2
SUBJECT TO COMPLETION DATED MARCH 2, 1994
PRELIMINARY
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.
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.
March 2, 1994
<PAGE> 3
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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<PAGE> 4
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.
<TABLE>
<CAPTION>
Number of
Selling Stockholder Shares Held
------------------- -----------
<S> <C>
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
</TABLE>
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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<PAGE> 5
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.
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<PAGE> 6
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 . . . . . . . . $21,100.57
__________________
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.
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.
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.
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<PAGE> 7
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 Current Report on Form 8-K
dated March 2, 1994.
Exhibit 5 Opinion of John R. Leekley.
Exhibit 23.a Consent of Coopers & Lybrand relating to the financial
statements of Masco Corporation and subsidiaries.
Exhibit 23.b Consent of Coopers & Lybrand relating to the financial
statements of MascoTech, Inc. and subsidiaries.
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
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.
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<PAGE> 8
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.
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<PAGE> 9
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 2nd day of March,
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Richard A. Manoogian Chairman of the March 2, 1994
- ------------------------- Board, Chief
Richard A. Manoogian Executive Officer
and Director
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Financial Officer:
/s/ Richard G. Mosteller Senior Vice March 2, 1994
- ---------------------------- President -
Finance
Principal Accounting Officer:
/s/ Robert B. Rosowski Vice President - March 2, 1994
- ------------------------ Controller
Robert B. Rosowski
/s/ Wayne B. Lyon President and March 2, 1994
- ---------------------------- Director
Wayne B. Lyon
/s/ Lillian Bauder Director March 2, 1994
- ----------------------------
Lillian Bauder
/s/ Erwin L. Koning Director March 2, 1994
- ----------------------------
Erwin L. Koning
/s/ John A. Morgan Director March 2, 1994
- ----------------------------
John A. Morgan
/s/ Arman Simone Director March 2, 1994
- ----------------------------
Arman Simone
/s/ Peter W. Stroh Director March 2, 1994
- ----------------------------
Peter W. Stroh
</TABLE>
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<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- -----------
<S> <C>
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 Current Report on Form 8-K dated March 2, 1994.
Exhibit 5 Opinion of John R. Leekley.
Exhibit 23.a Consent of Coopers & Lybrand relating to the financial
statements of Masco Corporation and subsidiaries.
Exhibit 23.b Consent of Coopers & Lybrand relating to the financial
statements of MascoTech, Inc. and subsidiaries.
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.
</TABLE>
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<PAGE> 1
Exhibit 5
March 2, 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
1,714,640 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> 1
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
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 Current Report on Form 8-K dated March 2, 1994.
We also consent to the reference to our Firm, under the caption "Experts" in
such prospectus.
/s/ Coopers & Lybrand
Detroit, Michigan
March 1, 1994
<PAGE> 1
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
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 Current Report on Form 8-K dated March 2, 1994.
We also consent to the reference to our Firm, under the caption "Experts" in
such prospectus.
/s/ Coopers & Lybrand
Detroit, Michigan
March 1, 1994
