<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
MASCO CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MASCO CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
<PAGE> 2
MASCO CORPORATION
21001 Van Born Road
Taylor, Michigan 48180
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF MASCO CORPORATION:
The Annual Meeting of Stockholders of Masco Corporation will be held at the
offices of the Company, 21001 Van Born Road, Taylor, Michigan 48180, on
Wednesday, May 18, 1994 at 10:00 A.M., Eastern daylight time. The purposes of
the meeting, which are set forth in detail in the accompanying Proxy Statement,
are:
1. To elect two Class III Directors; and
2. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on April 1, 1994 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any adjournment thereof.
Your attention is called to the accompanying Proxy Statement and Proxy.
Whether or not you plan to be present at the meeting, you are requested to sign
and return the Proxy in the enclosed envelope to which no postage need be
affixed if mailed in the United States. Your prompt attention will be
appreciated. Prior to being voted, the Proxy may be withdrawn in the manner
specified in the Proxy Statement.
By Order of the Board of Directors
/s/ EUGENE A. GARGARO, JR.
EUGENE A. GARGARO, JR.
Secretary
April 18, 1994
<PAGE> 3
PROXY STATEMENT
To be mailed on or about April 21, 1994
ANNUAL MEETING OF STOCKHOLDERS OF
MASCO CORPORATION
May 18, 1994
GENERAL INFORMATION
The solicitation of the enclosed Proxy is made by the Board of Directors of
Masco Corporation for use at the Annual Meeting of Stockholders of the Company
to be held at its offices at 21001 Van Born Road, Taylor, Michigan 48180, on
Wednesday, May 18, 1994 at 10:00 A.M., Eastern daylight time, and at any
adjournment thereof.
The expense of this solicitation will be borne by the Company. Solicitation
will be by use of the mails, and executives officers and other employees of the
Company may solicit Proxies, without extra compensation, personally and by
telephone and other means of communication. In addition, the Company has
retained Morrow & Company, Inc. to assist in the solicitation of Proxies for a
fee of $8,000, plus expenses. The Company will also reimburse brokers and other
persons holding Company Common Stock in their names or in the names of their
nominees for their reasonable expenses in forwarding Proxies and Proxy materials
to beneficial owners.
Stockholders of record as of the close of business on April 1, 1994 will be
entitled to vote at the Annual Meeting. Each share of outstanding Company Common
Stock is entitled to one vote. As of April 1, 1994 there were 156,481,172 shares
of Company Common Stock, $1 par value, outstanding and entitled to vote.
The shares represented by the Proxy will be voted as instructed if received
in time for the Annual Meeting. Any person signing and mailing the Proxy may,
nevertheless, revoke it at any time before it is exercised by written notice to
the Company (Attention: Eugene A. Gargaro, Jr., Secretary) at its executive
offices at 21001 Van Born Road, Taylor, Michigan 48180, or at the Annual
Meeting.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. The term of office of
the Class III Directors expires at this meeting and the Board of Directors
proposes the re-election of Richard A. Manoogian and Erwin L. Koning to serve as
the Class III Directors for a term expiring at the 1997 Annual Meeting
<PAGE> 4
or until their respective successors are elected and qualified. The current
Class I and Class II Directors intend to continue in office for their respective
terms. The Board of Directors expects that the persons named as proxies in the
Proxy will vote the shares represented by each Proxy for the election as
Directors of such nominees unless a contrary direction is indicated. If prior to
the meeting either nominee is unable or unwilling to serve as a Director, which
the Board of Directors does not expect, the persons named as proxies will vote
for such alternate nominee, if any, as may be recommended by the Board of
Directors.
Presence in person or by proxy of holders of a majority of outstanding
shares of Company Common Stock will constitute a quorum at the Annual Meeting.
Broker non-votes and abstentions do not affect the determination of whether a
quorum is present. Assuming a quorum is present, Directors are elected by a
plurality of the votes cast by the holders of Company Common Stock. The two
individuals who receive the largest number of votes cast are elected as
Directors; therefore, any shares not voted (whether due to abstention or broker
non-vote) do not affect the election of Directors.
Information concerning the nominees and continuing Directors is set forth
below.
<TABLE>
<CAPTION>
SHARES OF
FIRST BECAME COMPANY
AND HAS COMMON STOCK
NAME, AGE, PRINCIPAL SERVED AS A BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS DIRECTOR OF THE OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES COMPANY SINCE APRIL 1, 1994
- ------------------------------------------------------ --------------- --------------
CLASS I (TERM TO EXPIRE AT 1995 ANNUAL MEETING)
<S> <C> <C>
Arman Simone, 66...................................... 1952 to 1969 72,000
Retired, formerly President of Simone Corporation, and since 1972
commercial builders and developers
Wayne B. Lyon, 61..................................... 1988 274,178
President and Chief Operating Officer of the
Company; Director of Comerica Incorporated, Formica
Corporation and Payless Cashways, Inc.
Peter W. Stroh, 66.................................... 1992 500
Chairman and Chief Executive Officer of The Stroh
Brewery Company, a manufacturer of malt beverage
products; Director of NBD Bancorp, Inc.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF
FIRST BECAME COMPANY
AND HAS COMMON STOCK
NAME, AGE, PRINCIPAL SERVED AS A BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS DIRECTOR OF THE OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES COMPANY SINCE APRIL 1, 1994
- ------------------------------------------------------ --------------- --------------
CLASS II (TERM TO EXPIRE AT 1996 ANNUAL MEETING)
<S> <C> <C>
Dr. Lillian Bauder, 54................................ 1992 1,000
President and Chief Executive Officer of Cranbrook
Educational Community; Director of The Detroit
Edison Company
John A. Morgan, 63.................................... 1969 1,600
Partner, Morgan Lewis Githens & Ahn, investment
bankers; Director of FlightSafety International,
Inc., MascoTech, Inc., McDermott International, Inc.
and TriMas Corporation
CLASS III (NOMINEES FOR TERM TO EXPIRE AT 1997
ANNUAL MEETING)
Richard A. Manoogian, 57.............................. 1964 3,927,398
Chairman of the Board and Chief Executive Officer of
the Company and of MascoTech, Inc., and Chairman of
the Board of TriMas Corporation; Director of NBD
Bancorp, Inc.
Erwin L. Koning, 82................................... 1964 4,000
Retired, formerly Senior Vice President of National
Bank of Detroit
</TABLE>
For further information concerning beneficial ownership, see "Security
Ownership of Management." For further information concerning MascoTech and
TriMas, see "Certain Relationships and Related Transactions."
All of the nominees and Directors have been engaged during the past five
years in the occupations listed in the preceding table.
The Board of Directors held five meetings during 1993. The Audit Committee
of the Board of Directors, consisting of Dr. Lillian Bauder, Erwin L. Koning,
John A. Morgan and Peter W. Stroh, held two meetings during 1993. It reviews and
acts or reports to the Board with respect to various auditing and accounting
matters, including the selection and fees of the Company's independent
accountants, the scope of audit procedures, the nature of services to be
performed by the independent accountants and the Company's accounting practices.
The Compensation Committee of the Board of Directors, consisting of Messrs.
Koning, Morgan and Simone, held four meetings during 1993. It establishes and
monitors executive compensation and administers and determines awards and
options granted under
3
<PAGE> 6
restricted stock incentive and stock option plans. The Board of Directors has
not established a separate committee of its members to nominate candidates for
election as Directors.
Each Director (other than Messrs. Manoogian and Lyon, who are also Company
employees) receives an annual fee and a payment for each Board of Directors
meeting (and committee meeting if not held on a date on which the entire Board
holds a meeting) which the Director physically attends. The annual fee paid for
1993 was $48,000 and the fee for each such Board and Committee meeting was $750.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning beneficial ownership
of Company Common Stock as of April 1, 1994 by (i) each of the Directors, (ii)
each of the named executive officers (as hereinafter defined), and (iii) all
Directors and executives officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES OF COMPANY COMMON PERCENTAGE OF COMPANY COMMON
NAME STOCK BENEFICIALLY OWNED STOCK BENEFICIALLY OWNED
- --------------------------------------- ------------------------ ----------------------------
<S> <C> <C>
Dr. Lillian Bauder..................... 1,000 *
Erwin L. Koning........................ 4,000 *
Wayne B. Lyon.......................... 274,178 *
Richard A. Manoogian................... 3,927,398 2.5
John A. Morgan......................... 1,600 *
Arman Simone........................... 72,000 *
Peter W. Stroh......................... 500 *
Ronald L. Jones........................ 99,450 *
Raymond F. Kennedy..................... 153,437 *
Richard G. Mosteller................... 136,594 *
All 19 Directors and executive officers
of the Company as a group (excluding
subsidiary, divisional and group
executives).......................... 6,939,282 4.4
</TABLE>
- -------------------------
* Less than one percent
Shares beneficially owned by the Directors, executive officers and all
Directors and executive officers as a group include shares held by certain
foundations and trusts and under employee long-term incentive programs, as
described below, and except for shares so held, the Directors and executive
officers have sole voting and investment power with respect to their shares.
Shares owned by Mr. Manoogian and by all Directors and executive officers of the
Company as a group include in each case an aggregate of 2,340,200 shares owned
by charitable foundations of which Mr. Manoogian is a Director. Shares owned by
Mr. Lyon and by all Directors and executive officers of the Company as a group
include in each case 23,200 shares owned by a charitable foundation of which Mr.
Lyon is a Director. Shares owned by all Directors and executive officers of the
Company as a group include 25,530
4
<PAGE> 7
shares held by trusts of which an executive officer is a trustee. The Directors
of the foundations and the trustee exercise voting and investment power with
respect to shares owned by the foundations and trusts, but Messrs. Manoogian and
Lyon and the executive officer who is trustee for such trusts disclaim
beneficial ownership of such shares. Also included are shares issuable under
stock options exercisable prior to May 31, 1994, (63,000 shares for Mr. Jones,
68,537 shares for Mr. Kennedy, 30,000 shares for Mr. Lyon, 577,740 shares for
Mr. Manoogian, 56,722 shares for Mr. Mosteller and 1,089,500 shares for all
Directors and executive officers as a group) and unvested restricted award
shares issued under the Company's stock incentive plans (27,050 shares for Mr.
Jones, 48,630 shares for Mr. Kennedy, 47,150 shares for Mr. Lyon, 61,148 shares
for Mr. Manoogian, 27,560 shares for Mr. Mosteller and 331,824 shares for all
Directors and executive officers as a group). Mr. Manoogian may be deemed a
controlling person of the Company by reason of his significant ownership of
Company Common Stock and position as a Director and an executive officer.
EXECUTIVE COMPENSATION COMMITTEE REPORT
One of Masco Corporation's primary business objectives is to maximize
long-term stockholder returns. To achieve this objective, the Company believes
it is necessary to attract, retain and motivate the highest quality management
team possible that can conceptualize, strategize and tactically implement
business development, product development, manufacturing technologies and
marketing and service programs to generate long-term profit growth.
Establishing compensation programs generally and determining the
compensation of individual executive officers are complex matters involving
numerous issues and a variety of data. The approach of the Compensation
Committee, which is composed entirely of outside, non-employee Directors, is
primarily subjective in nature. The Committee identifies relevant factors to be
considered, such as the need to be competitive in the market for executive
talent and to provide incentives and rewards for individual and corporate
performance. However, the Committee maintains a flexible approach that is based
on the exercise of judgment and discretion and reflects the Company's
entrepreneurial operating environment and long-term performance orientation.
Precise formulas, targets or goals are not utilized and specific weights are not
assigned to the various factors. The Committee focuses on the Company's goal of
long-term enhancement of stockholder value by stressing long-term goals and by
using stock-based incentive programs with extended vesting schedules. The
Committee believes the use of such incentives to retain and motivate individuals
who have developed the skills and expertise required to lead the Company is key
to the Company's success.
The present compensation arrangement for executive officers consists of a
blend of base salary, annual cash bonus and long-term (up to ten-year)
incentives utilizing Company Common Stock. The Committee uses a variety of
resources, including published compensation surveys, as it considers information
concerning current compensation practices within the Company's industries
(including companies that are included in the S&P Building Materials Index and
the S&P Furniture & Household Products Index), and in addition, the
compensation-related policies and practices of corporations in other industries
which are similar to the Company in terms of revenues and market value, because
the Committee believes that the Company competes with such companies for
executive talent. Although the
5
<PAGE> 8
Committee reviews such information for general guidance, it does not
specifically target compensation of the executive officers to compensation
levels at other companies.
Annual cash compensation consists of salary and bonus. Base salaries are
usually adjusted annually by establishing ranges for increases for executive
officers that reflect inflation, promotions and merit and that are similar to
the ranges established for other corporate office employees. Bonuses are
adjusted annually in a similar manner. The salary ranges reflect changes
observed in general compensation levels of salaried employees, and in particular
within the geographic area of the Company's corporate office and within the
Company's industries. In addition, the Company's performance for the particular
year and the Company's prospects are more significant factors in determining
ranges for year-end bonuses than in determining salary ranges. In connection
with the award of bonuses, corporate performance goals are considered by the
Committee in light of general economic conditions, and include items such as
comparisons of year-to-year operating results, market share performance and the
achievement of budget objectives and forecasts. However, the Committee does not
identify specific goals that must be satisfied in order for bonuses to be
awarded. Salary and bonus adjustments are subject to variances from the
established ranges for a variety of subjective factors such as an individual's
contribution to the performance of the Company and its affiliates in addition to
the competitive considerations noted above. In general, the potential bonus
opportunity for executive officers is up to fifty percent of base salary.
Restricted stock awards and stock options granted under the 1991 Long Term
Stock Incentive Plan are used as part of the Company's long-term incentive
arrangements, which focus the recipient on long-term enhancement in stockholder
value and help retain key employees. Factors reviewed by the Committee in
determining whether to grant options and awards are generally the same factors
considered in determining salaries and bonuses described above. The Committee
believes that the level of restricted stock awards and option grants must be
sufficient in size and potential value to provide a strong incentive and to
reinforce the individual's commitment to the Company. The history of restricted
stock awards and stock option grants previously granted to an executive is also
a factor in determining new awards and grants, and in general the potential
opportunity for annual restricted stock awards is up to thirty percent of base
salary. The Committee recognizes that the dollar value of these stock-based
incentives can appreciate to substantial amounts as a result of the Company's
extended vesting schedule, since there is a longer time period for the Company's
stock price to appreciate when compared to the shorter vesting schedule used by
many other companies which enable individuals to receive their incentives in a
shorter time period.
Restricted stock awards granted under the 1991 Plan generally vest in ten
percent annual installments over a period of ten years from the date of grant.
In general, vesting is contingent on a continuing employment or consulting
relationship with the Company. The 1991 Plan provides, however, that all shares
vest immediately upon death, permanent and total disability or the occurrence of
certain events constituting a change in control of the Company. Each of the
named executive officers other than Mr. Manoogian received restricted stock
awards in 1993 in conjunction with awards made to key corporate office employees
due to the improved financial performance made by the Company during the year.
Original option grants made under the 1991 Plan generally vest in
installments beginning in the third year and extending through the eighth year
after grant, and, unless otherwise provided, may be
6
<PAGE> 9
exercised until the earlier of ten years from the date of grant or termination
of the employment or consulting relationship, as to the number of shares then
exercisable. The 1991 Plan also provides that upon the occurrence of certain
events constituting a change in control of the Company, all options previously
granted immediately become fully exercisable. The Committee may permit Company
Common Stock to be used in payment of federal, state and local withholding tax
obligations attributable to the exercise of options, and may accept the
surrender of an exercisable option and authorize payment by the Company of an
amount equal to the difference between the option exercise price of the stock
and its then fair market value.
Although there were no original option grants to the named executive
officers in 1993, certain of the named executive officers received restoration
options. A restoration option is granted when a participant exercises an
original stock option and pays the exercise price by delivering shares of
Company Common Stock. The restoration option is granted equal to the number of
shares delivered by the participant and does not increase the number of shares
covered by the original option grant. The exercise price is 100 percent of the
fair market value of Company Common Stock on the date the restoration option is
granted so that the participant benefits only from subsequent increases in the
Company's stock price. The Committee believes restoration options help to align
more closely the interests of executives with the long-term interests of
stockholders and allow executives to maintain the level of their equity-based
interest in the Company through a combination of direct stock ownership and
options.
The Committee has reviewed the new provisions of Internal Revenue Code
Section 162(m) relating to the deductibility of annual executive compensation in
excess of $1,000,000, and the proposed regulations relating to Section 162(m).
The Company is evaluating the impact of these new provisions to determine
whether any changes should be made in the Company's compensation practices.
COMPENSATION OF CEO
Compensation decisions for all executives, including Mr. Manoogian, the
Chairman of the Board and Chief Executive Officer, are generally based on the
criteria described above. Mr. Manoogian's salary increase is within the range of
increases established by the Committee, and reflects inflation and the other
factors that are used to establish the range of increases for executive officers
and other corporate office employees. Although bonuses were increased for the
other executive officers in light of the improvement in the Company's financial
performance in 1993, the Committee deferred any bonus increase and any
restricted stock that otherwise would have been awarded to Mr. Manoogian at his
recommendation.
Erwin L. Koning
John A. Morgan
Arman Simone
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes the annual and long-term compensation of the
Company's chief executive officer and the other four highest paid executive
officers (collectively, the "named executive officers") for 1993, 1992 and 1991.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
---------------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS COMPENSATION(3)
- ------------------------------------------- ---- -------- -------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian, 1993 $908,000 $294,000 0 0 $68,000
Chairman of the Board 1992 867,000 294,000 0 939,237(2) 40,000
and Chief Executive Officer(4) 1991 825,000 294,000 0 400,000 *
Wayne B. Lyon, 1993 $699,000 $323,000 $173,250 126,125(2) $54,000
President and Chief 1992 651,000 280,000 0 92,532(2) 33,000
Operating Officer 1991 620,000 220,000 0 300,000 *
Raymond F. Kennedy, 1993 $546,000 $268,000 $135,450 0 $42,000
President -- Building Products 1992 502,000 238,000 545,000 48,537(2) 27,000
1991 473,000 170,000 0 200,000 *
Ronald L. Jones, 1993 $445,000 $225,000 $110,250 0 $26,000
President -- Home Furnishings Products 1992 414,000 205,000 0 0 19,000
1991 394,000 172,000 0 170,000 *
Richard G. Mosteller, 1993 $466,000 $215,000 $116,550 17,000(2) $41,000
Senior Vice President -- Finance 1992 434,000 187,000 0 0 26,000
1991 413,000 147,000 0 150,000 *
</TABLE>
- -------------------------
* In accordance with the transitional provisions applicable to the rules on
executive officer compensation disclosure adopted by the Securities and
Exchange Commission, no amounts are required to be shown under "All Other
Compensation" for 1991.
(1) This column sets forth the dollar value as of the date of grant of
restricted stock awarded under the Company's 1991 Long Term Stock Incentive
Plan (the "1991 Plan"). Restricted stock awards are described in more
detail under "Executive Compensation Committee Report." As of December 31,
1993, the aggregate number and market value of unvested restricted shares
of Company Common Stock held by each of the named executive officers under
the 1991 Plan and prior plans were: Mr. Manoogian - 100,748 shares valued
at $3,728,000; Mr. Lyon - 43,750 shares valued at $1,619,000; Mr. Kennedy -
49,230 shares valued at $1,822,000; Mr. Jones - 27,600 shares valued at
$1,021,000; and Mr. Mosteller - 27,618 shares valued at $1,022,000. As of
December 31, 1993, the aggregate number and market value of restricted
shares of MascoTech common stock granted under the Company's Restricted
Stock (Industries) Incentive Plan held by each of the named executive
officers were: Mr. Manoogian - 200,000 shares valued at $5,550,000; Mr.
Lyon - 18,000
8
<PAGE> 11
shares valued at $499,500; Mr. Kennedy - 14,400 shares valued at $399,600;
Mr. Jones - none; and Mr. Mosteller - 18,000 shares valued at $499,500.
Recipients of restricted stock awards have the right to receive dividends
on unvested shares.
(2) No original option grants were made in 1993 or 1992. Options shown in those
years consist solely of restoration options granted upon the exercise of
previously held stock options. A restoration option does not increase the
number of shares covered by the original option or extend the term of the
original option.
(3) This column includes (a) Company contributions of $13,610 to the Company's
Profit Sharing Plan for 1993 for the accounts of each of the named
executive officers; and (b) cash payments made pursuant to rights
associated with the annual vesting of certain restricted stock awards
granted in 1989, as follows: Mr. Manoogian - $54,400; Mr. Lyon - $40,700;
Mr. Kennedy - $28,100; Mr. Jones - $12,200; and Mr. Mosteller - $27,200.
For further information regarding these rights, see "Certain Relationships
and Related Transactions."
(4) The foregoing does not reflect 1993 salary and bonus Mr. Manoogian received
from MascoTech as its Chairman of the Board and Chief Executive Officer
($500,000) or from TriMas as its Chairman of the Board ($100,000).
Option Grant Table
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES
------------------------------------------------------------------- OF STOCK PRICE
% OF TOTAL APPRECIATION FOR
NUMBER OF SECURITIES OPTIONS GRANTED OPTION TERM(2)
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION ----------------------
NAME OPTIONS GRANTED IN 1993 PRICE DATE 5% 10%
- ---------------------- -------------------- ----------------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 0
Wayne B. Lyon 35,956(1) 12.1% $34 5/8 2/28/01 $528,000 $1,239,000
75,529(1) 25.3% 35 3/8 12/10/97 578,000 1,245,000
14,640(1) 4.9% 36 1/2 12/10/97 115,000 248,000
Raymond F. Kennedy 0
Ronald L. Jones 0
Richard G. Mosteller 17,000(1) 5.7% $29 3/8 2/28/01 $228,000 $ 542,000
</TABLE>
- -------------------------
(1) Options granted in 1993 consist solely of restoration options, and are equal
to the number of shares delivered to exercise prior options. The exercise
price of restoration options is equal to the market value of Company Common
Stock on the date the original options were exercised. Except for Mr.
Mosteller's restoration option, which is exercisable currently, the other
three restoration options become exercisable in June 1994. For further
information, see "Executive Compensation Committee Report."
(2) These amounts are based on assumed rates of appreciation only. Actual gains,
if any, on stock option exercises and Company Common Stock holdings will
depend on overall market conditions and the future performance of the
Company and its Common Stock. There can be no assurance that the amounts
reflected in this table will be realized.
9
<PAGE> 12
Option Exercises and Year-End Value Table
The following table sets forth information concerning each exercise of
stock options during 1993 by each of the named executive officers and the value
at December 31, 1993 of unexercised options held by such individuals. The value
of unexercised options reflects the increase in market value of Company Common
Stock from the date of grant through December 31, 1993 (when the closing price
of Company Common Stock was $37 per share.) The value actually realized upon
future option exercises by the named executive officers will depend on the value
of Company Common Stock at the time of exercise.
AGGREGATED OPTION EXERCISES IN 1993, AND DECEMBER 31, 1993 OPTION VALUE
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1993 DECEMBER 31, 1993
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- -------------------------- ----------- ---------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 581,497 $1,308,368 720,000 537,740 $11,450,000 $5,411,398
Wayne B. Lyon 177,532 1,812,083 466,125 0 5,677,950 0
Raymond F. Kennedy 0 0 212,000 101,537 3,412,500 1,259,622
Ronald L. Jones 38,000 220,000 206,000 46,000 3,037,500 694,750
Richard G. Mosteller 24,067 207,578 176,000 106,933 2,825,000 1,538,536
</TABLE>
Retirement Plans
The executive officers participate in a Pension Plan maintained by the
Company for certain of its salaried employees. The following table shows
estimated annual retirement benefits payable for life at age 65 (subject to
maximum limits under federal pension law) for various levels of compensation and
service under the Pension Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE(1)
-------------------------------------------------------------------
REMUNERATION(2) 5 10 15 20 25 30
- --------------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $11,290 $ 22,580 $ 33,870 $ 45,161 $ 56,451 $ 67,741
400,000 22,580 45,161 67,741 90,321 112,902 118,000
600,000 33,870 67,741 101,611 118,800 118,800 118,800
800,000 45,160 90,321 118,800 118,800 118,800 118,800
1,000,000 56,451 112,902 118,800 118,800 118,800 118,800
1,200,000 67,741 118,800 118,800 118,800 118,800 118,800
</TABLE>
- -------------------------
(1) The Pension Plan provides for credited service and common vesting on account
of employment with the Company, MascoTech, TriMas and their subsidiaries.
Vesting occurs after five full years of
10
<PAGE> 13
employment. The benefit amounts set forth in the table above have been
converted from the Pension Plan's calculated five-year certain and life
benefit and are not subject to reduction for social security benefits or
for other offsets, except to the extent that pension or equivalent benefits
are payable under a MascoTech or TriMas plan. For each year of credited
service prior to July 1, 1971 there is an additional annual benefit equal
to 2/10 of 1 percent of final average earnings in excess of $9,000.
Approximate years of credited service for the named executive officers
participating in the plan are: Mr. Manoogian and Mr. Mosteller - 30 (the
maximum credited service); Mr. Lyon - 22; Mr. Kennedy - 16; and Mr. Jones -
6.
(2) For purposes of determining benefits payable, remuneration is equal to the
average of the highest five consecutive January 1 annual base salary rates
paid by the Company prior to retirement. The amount of cash compensation in
the Summary Compensation Table that can be used for determining benefit
accruals under the Pension Plan is limited by federal pension law to
$222,220 for 1991, $228,860 for 1992 and $235,840 for 1993.
Under the Company's Supplemental Executive Retirement and Disability Plan,
certain officers and other key executives of the Company, or any company in
which the Company or a subsidiary owns at least 20 percent of the voting stock,
may receive retirement benefits in addition to those provided under the
Company's Pension Plan and supplemental disability benefits. Each participant is
designated by the Compensation Committee or the Chairman of the Board (and
approved by the Compensation Committee in the case of the Company officers) to
receive annually upon retirement on or after the age of 65, an amount which,
when combined with benefits under the Company's Pension Plan and Profit Sharing
Plan (valued as annuities) and for most participants any retirement benefits
payable by reason of employment by prior employers, equals 60 percent of the
average of the participant's highest three years' cash compensation received
from the Company (limited to base salary and regular year-end cash bonus) up to
a combined maximum annual payment of $500,000. A participant may also receive
supplemental medical benefits. A participant who has been employed at least two
years and becomes disabled prior to retirement will receive annually 60 percent
of the participant's total annualized cash compensation in the year in which the
participant becomes disabled, reduced by benefits payable pursuant to the
Company's long-term disability insurance and similar plans. Upon a disabled
participant's reaching age 65, the participant receives the annual cash benefits
payable upon retirement, as determined above. A surviving spouse will receive
reduced benefits upon the participant's death. Participants are required to
agree that they will not engage in competitive activities for at least two years
after termination of employment, and if employment terminates by reason of
retirement or disability, during such longer period as benefits are received
under this plan. The named executive officers participate in this plan.
11
<PAGE> 14
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on Company Common Stock with the cumulative total return of the S&P 500
Stock Index and an index consisting of an equally weighted average of the S&P
Building Materials Index and the S&P Furniture & Household Products Index (which
reflect the Company's two primary business lines) for the period from January 1,
1989 through December 31, 1993. The graph assumes investments of $100 on
December 31, 1988 in Company Common Stock, the S&P 500 Stock Index and an index
consisting of an equally weighted average of the S&P Building Materials Index
and the S&P Furniture & Household Products Index, and the reinvestment of
dividends.
<TABLE>
<CAPTION>
Average of
S&P Building
Materials and
Measurement Period S&P Furni-
(Fiscal Year Covered) MASCO S&P 500 ture Indices
<S> <C> <C> <C>
1988 $ 100.00 $ 100.00 $ 100.00
1989 99.06 131.69 107.72
1990 71.47 127.61 76.27
1991 100.55 166.49 110.49
1992 129.61 179.18 133.08
1993 165.08 197.23 176.97
</TABLE>
The table below sets forth the value as of December 31 of each of the years
indicated of $100 investments made on December 31, 1988 in Company Common Stock,
the S&P 500 Stock Index and an index consisting of an equally weighted average
of the S&P Building Products Index and the S&P Furniture & Household Products
Index, and the reinvestment of dividends.
<TABLE>
<CAPTION>
Average of
S&P Building
Materials and
Measurement Period S&P Furni-
(Fiscal Year Covered) MASCO S&P 500 ture Indices
<S> <C> <C> <C>
1988 $ 100.00 $ 100.00 $ 100.00
1989 99.06 131.69 107.72
1990 71.47 127.61 76.27
1991 100.55 166.49 110.49
1992 129.61 179.18 133.08
1993 165.08 197.23 176.97
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
Koning, Morgan and Simone. From time to time Morgan Lewis Githens & Ahn, of
which Mr. Morgan is a partner, performs
12
<PAGE> 15
investment banking and othre services for the Company and MascoTech.
For 1993, the Company paid such firm aggregate fees of $1.2 million, plus
expenses, for services in connection with the Company's public offerings of
debt securities and general investment advisory services. Eugene A. Gargaro,
Jr., an executive officer of the Company, serves on the Compensation Committees
of MascoTech and TriMas. Richard A. Manoogian, an executive officer of
MascoTech and TriMas, is Chairman of the Board and Chief Executive Officer of
the Company.
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
MASCOTECH, INC.
The Company owns approximately 41 percent of the outstanding voting stock
of MascoTech (formerly Masco Industries, Inc.) which was created by the Company
in its 1984 restructuring. As part of the restructuring, the Company entered
into certain agreements with MascoTech.
MascoTech Corporate Services Agreement
Under a Corporate Services Agreement, the Company provides MascoTech and
its subsidiaries with office space for its executive offices, use of the
Company's data processing equipment and services, certain research and
development services, corporate administrative staff and other support services
in return for MascoTech's payment of an annual base service fee of .8 percent of
its consolidated annual net sales, subject to adjustments. This agreement also
provides for various license rights and confidential treatment of information
which may arise from the Company's performance of research and development
services on behalf of MascoTech. MascoTech paid the Company approximately $11
million for 1993 under this agreement, which is terminable by MascoTech at any
time and by the Company at the end of any calendar year, in each case upon at
least 90 days notice.
MascoTech Corporate Opportunities Agreement
The Company and MascoTech have entered into a Corporate Opportunities
Agreement to address potential conflicts of interest with respect to future
business opportunities. This agreement materially restricts the ability of
either party to enter into businesses in which the other party is engaged,
without the consent of the other party. It will continue in effect until one
year after the termination of the Corporate Services Agreement, and thereafter
will be renewed automatically for one-year periods, subject to termination by
either party at least 90 days prior to any such scheduled renewal date.
MascoTech Stock Repurchase Agreement
Under a Stock Repurchase Agreement, the Company has the right to sell to
MascoTech, at fair market value, shares of MascoTech common stock if the
Company's ownership of MascoTech common stock would exceed 49 percent as a
result of MascoTech repurchases of its common stock. The Company has advised
MascoTech that it intends to exercise such right whenever necessary to prevent
its ownership of MascoTech common stock from exceeding 49 percent of the
MascoTech common stock then outstanding.
13
<PAGE> 16
MascoTech Assumption and Indemnification Agreement
Under an Assumption and Indemnification Agreement, MascoTech assumed, and
agreed to indemnify the Company against, substantially all of the liabilities
and obligations of the businesses transferred to it in the Company's 1984
restructuring, including claims and litigation pending at the time of the
transfer or asserted thereafter based on events or circumstances that occurred
or existed prior to the transfer.
TRIMAS CORPORATION
Effective October 1, 1988, MascoTech transferred to TriMas various
businesses and cash in exchange for common stock and other securities of TriMas.
In a related transaction, the Company, which prior to such transfer had an
equity ownership interest in TriMas, purchased for cash additional TriMas common
stock. As part of these transactions, TriMas agreed to indemnify MascoTech
against substantially all of the liabilities and obligations of the businesses
transferred to it, and the three companies entered into certain other agreements
described below. As of April 1, 1994 the Company and MascoTech owned 5.3 percent
and 42.5 percent, respectively, of outstanding TriMas common stock.
TriMas Corporate Services Agreement
Under a Corporate Services Agreement, the Company provides TriMas and its
subsidiaries with use of the Company's data processing equipment and services,
certain research and development services, corporate administrative staff and
other support services, in return for TriMas' payment of an annual base service
fee of .8 percent of TriMas' consolidated annual net sales, subject to
adjustments. This agreement also provides for various license rights and
confidential treatment of certain information which may arise from the Company's
performance of research and development services on behalf of TriMas. TriMas
paid the Company approximately $2.4 million in 1993 under this agreement, which
is terminable by TriMas at any time upon at least 90 days notice and by the
Company at the end of any calendar year upon at least 180 days notice.
TriMas Corporate Opportunities Agreement
The Company, MascoTech and TriMas have entered into a Corporate
Opportunities Agreement to address potential conflicts of interest with respect
to future business opportunities. It materially restricts TriMas' ability to
enter into businesses in which the Company or MascoTech are engaged without the
consent of the Company or MascoTech. This agreement will continue in effect
until at least two years after the termination of the TriMas Corporate Services
Agreement and thereafter will be renewed automatically for one-year periods,
subject to termination by any party at least 90 days prior to any such scheduled
renewal date.
TriMas Stock Repurchase Agreement
Under a Stock Repurchase Agreement, the Company and MascoTech have the
right to sell to TriMas, at fair market value, shares of TriMas common stock
under certain circumstances that would result in an increase in their respective
ownership of the then outstanding TriMas common stock. The
14
<PAGE> 17
Company and MascoTech have advised TriMas that they intend to exercise such
right whenever necessary to prevent their ownership of TriMas common stock from
equaling or exceeding 20 percent and 50 percent, respectively, of the TriMas
common stock then outstanding, or if the Company or MascoTech then determines
such action to be in its respective best interest.
OTHER RELATED TRANSACTIONS
In March 1993, the Company and MascoTech partially restructured their
affiliate relationships through transactions that reduced the Company's common
equity ownership of MascoTech and resulted in MascoTech's acquisition of the
Company's investments in Emco Limited, a major Canadian manufacturer and
distributor of building and energy-related products. As part of the
restructuring, MascoTech acquired from the Company approximately 43 percent of
the outstanding common stock and convertible debentures of Emco, 10 million
shares of MascoTech common stock and 775,000 shares of MascoTech's 12%
Exchangeable Preferred Stock (which was issued in connection with MascoTech's
repurchase in 1990 of a portion of its common stock then held by the Company).
In exchange, the Company received from MascoTech $87.5 million in cash, one
million shares of MascoTech's 10% Exchangeable Preferred Stock and seven-year
warrants to purchase 10 million shares of MascoTech common stock at $13 per
share. The Company may not exercise the warrants if, after giving effect to such
exercise, the Company would own more than 35 percent of the outstanding shares
of MascoTech common stock. The Company also entered into an agreement to
purchase from MascoTech at its option within two years up to $200 million
aggregate amount of additional securities, consisting of exchangeable preferred
stock and subordinated debentures. In addition, MascoTech agreed to file
registration statements under the federal securities laws to enable the Company
from time to time to publicly dispose of securities of MascoTech held by the
Company. The determination of the amount of consideration exchanged by the
Company and MascoTech and other terms of the transactions resulted from
negotiations between the parties.
In November 1993, MascoTech repurchased the one million shares of its 10%
Exchangeable Preferred Stock held by the Company for cash in the amount of $100
per share, plus an amount equal to the accrued and unpaid dividends from October
1, 1993. Concurrently the March 1993 securities purchase agreement was modified
so that the Company is now obligated thereunder to purchase from MascoTech at
its option through March 31, 1997 up to $200 million of subordinated debentures.
In addition, MascoTech called for redemption all of its $187 million aggregate
principal amount of 6% Convertible Subordinated Debentures Due 2011, $130
million of which were held by the Company. The Company converted its 6%
Debentures into 7.2 million shares of MascoTech common stock. For 1993,
MascoTech paid approximately $16.2 million to the Company as interest on the 6%
Debentures and dividends on the 12% Preferred Stock and the 10% Preferred Stock
then held by the Company. MascoTech GmbH, a German subsidiary of MascoTech, and
Masco GmbH, a German subsidiary of the Company, have from time to time advanced
excess funds held in such foreign country to one another to be used for working
capital. The parties negotiated a fluctuating rate of interest for these loans.
The largest amount outstanding payable to Masco GmbH during 1993 was
approximately $1.0 million and the largest amount outstanding payable to
MascoTech GmbH during 1993 was approximately $.5 million.
15
<PAGE> 18
TriMas acquired several businesses from the Company in early 1990 and is
obligated to make additional purchase price payments if the combined
profitability of such businesses reaches certain levels. As part of the
transaction, the Company agreed to indemnify TriMas against certain liabilities
of the acquired businesses.
MascoTech and TriMas participate with the Company in a number of national
purchasing programs, which enable each of them to obtain favorable terms from
certain of their service and product suppliers. From time to time, sales of
products and services and other transactions may occur among the Company,
MascoTech and TriMas. During 1993, as a result of such sales and other
transactions, the Company paid approximately $4.4 million and $2.3 million to
MascoTech and TriMas, respectively, and received approximately $.4 million from
MascoTech. In addition, MascoTech paid approximately $2.4 million to TriMas and
TriMas paid approximately $1.5 million to MascoTech for 1993 as a result of such
sales and other transactions.
In 1988 the Company and MascoTech jointly established Masco Capital
Corporation to seek business and other investment opportunities of mutual
interest that for various reasons were viewed as more appropriate undertakings
on a joint basis rather than individually. In 1988 Masco Capital made an
investment in Payless Cashways, Inc., a building materials specialty retailer.
In connection with this investment, Payless entered into a multi-year supply
agreement with the Company covering the purchase of certain competitively priced
products of the Company and any affiliate designated by the Company, including
MascoTech. In December 1991, the Company purchased MascoTech's 50 percent
ownership interest in Masco Capital for approximately $49.5 million and may make
additional payments based upon any aggregate net increase in the value of Masco
Capital's remaining investments through late 1994.
As previously disclosed, the Company devised an incentive program to assist
in the retention of corporate officers and senior corporate operating executives
by providing them with the opportunity to purchase in 1989, on a restricted
basis, shares of TriMas common stock owned by the Company. Shares were purchased
by the participants at a price of $11 1/4 per share (all share amounts and per
share prices in this paragraph have been adjusted for the 100 percent common
stock distributions effected by TriMas in 1990 and 1993). Payment of the
purchase price was made in the form of a promissory note from each participant
to the Company, maturing on June 30, 1994 and bearing interest at the rate of 7
percent per annum payable at maturity. If a participant's employment should be
terminated at the request of the Company (other than following certain events
constituting a change in control of the Company), the participant's promissory
note would remain payable on the original maturity date but without interest. In
that event, however, the Company would retain the right to reacquire any unsold
shares at the original purchase price and, in the case of shares which a
participant has sold, to recover the original purchase price plus the
participant's net after-tax profits accruing from the sold shares. The
participating executive officers of the Company purchased TriMas shares as
follows, and have paid off their promissory notes with prepayments beginning in
1992 except as otherwise stated: Gerald Bright - 20,000 shares; David A. Doran -
120,000 shares; Ronald L. Jones - 80,000 shares (no prepayments); Raymond F.
Kennedy - 120,000 shares; John R. Leekley - 120,000 shares; Wayne B. Lyon -
200,000 shares; Richard A. Manoogian 640,000 shares (in addition to 800,000
shares purchased from MascoTech pursuant to a similar program) (no prepayments);
Richard G. Mosteller - 200,000 shares;
16
<PAGE> 19
John C. Nicholls - 80,000 shares; Robert B. Rosowski - 40,000 shares; Samuel
Valenti, III - 200,000 shares (no prepayments); and David G. Wesenberg - 20,000
shares.
In 1989 the Company made long-term restricted stock awards to a large
number of Company employees that were combined with tandem rights to phantom
TriMas shares. The value of a phantom TriMas share is deemed to be equal to the
value of a share of TriMas common stock. At the time of the grant the aggregate
value of the shares of Company Common Stock awarded to each participant was
equal to the aggregate value of the alternative phantom TriMas shares that were
awarded. The phantom TriMas shares vest on the same schedule as the shares of
Company Common Stock. On each vesting date the participant receives the benefit
of the then current value of the vesting shares of Company Common Stock or the
then current value of the vesting phantom TriMas shares, whichever is greater.
If the value of the vesting phantom TriMas shares is greater, the participant
receives the vesting shares of Company Common Stock and the excess is paid in
cash. If the value of the vesting phantom TriMas shares is less, the participant
receives only the vesting shares of Company Common Stock.
The Company has outstanding two loans to Ronald L. Jones, the Company's
President - Home Furnishings Products, originally made to assist in compensating
Mr. Jones for benefits lost when he left his prior employment and for relocation
expenses in joining the Company at its offices in North Carolina. These loans
were reduced by payments of principal and interest from $282,000 in 1993 to
$230,000 at the present time. The loans are evidenced by a 5.12 percent demand
promissory note in the principal amount of $100,000 and a 7 percent promissory
note for the balance.
In December 1993, TriMas called for redemption all of its $100 Convertible
Participating Preferred Stock, which was held solely by MascoTech. MascoTech
exercised its right to convert the preferred stock into approximately 7.8
million shares of TriMas common stock.
In November 1993, as part of its plan to dispose of its energy-related
businesses, MascoTech sold to TriMas Lamons Metal Gasket Co., for a purchase
price of $60 million plus additional future payments contingent upon the level
of profitability of Lamons. The determination of the amount of consideration
paid by TriMas to MascoTech and the terms of the transaction resulted from
extensive negotiations between the parties. As part of the transaction,
MascoTech agreed to indemnify TriMas against certain liabilities of the acquired
business.
Subject to certain conditions, TriMas has agreed, upon the request of
MascoTech or the Company, to file registration statements under the federal
securities laws to permit the sale of TriMas common stock in public offerings.
In addition, the Company and MascoTech entered into arrangements with TriMas for
the registration of shares of TriMas common stock held by certain executives of
the Company and MascoTech, including Richard A. Manoogian, under the incentive
programs established by such companies which are described above. TriMas bears
the expense of such filings, other than fees and expenses of underwriters and
counsel for MascoTech and the Company, and provides indemnification against
certain liabilities arising from such transactions.
Ownership of securities and various other relationships and incentive
arrangements may result in conflicts of interest in the Company's dealings with
MascoTech, TriMas and others. The MascoTech and TriMas Corporate Opportunities
Agreements and other aspects of the relationships among the three companies may
affect their ability to make acquisitions and develop new businesses under
certain
17
<PAGE> 20
circumstances. Four persons affiliated with the Company are members of
MascoTech's Board of Directors and three persons affiliated with the Company are
members of TriMas' Board of Directors. Mr. Manoogian, the Company's Chairman of
the Board and Chief Executive Officer, is also the Chairman of the Board and
Chief Executive Officer of MascoTech and the Chairman of the Board of TriMas and
is a significant stockholder of all three companies. Mr. Morgan, who is a
Director of the Company, is also a Director of MascoTech and TriMas, and Mr.
Mosteller, who is an executive officer of the Company, is also a Director of
MascoTech. Mr. Gargaro, who became an executive officer of the Company in
October 1993, is also a Director of MascoTech and TriMas. During 1993, Mr.
Gargaro and the law firm in which he was a partner prior to October 1993
performed legal services for the Company, MascoTech and TriMas and certain of
their respective Directors and officers. Mr. Gargaro is also a Director of the
Richard and Jane Manoogian Foundation and of the Maryann and Wayne B. Lyon
Foundation. Officers and other key employees of the Company receive benefits
based upon the value of the common stock of the Company, MascoTech and TriMas
under certain Company programs. See "Compensation of Executive Officers."
The following table sets forth the number of shares of MascoTech and TriMas
common stock beneficially owned as of April 1, 1994 by the Company's Directors
and named executive officers and by all Directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK OF COMMON STOCK OF
MASCOTECH TRIMAS CORPORATION
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Dr. Lillian Bauder............................... 0 0
Ronald L. Jones.................................. 0 0
Raymond F. Kennedy............................... 14,400 90,000
Erwin L. Koning.................................. 3,000 1,160
Wayne B. Lyon.................................... 38,000 204,484
Richard A. Manoogian............................. 4,676,626 1,801,852
John A. Morgan................................... 24,000 8,000
Richard G. Mosteller............................. 18,000 0
Arman Simone..................................... 20,000 2,880
Peter W. Stroh................................... 0 0
All 19 Directors and executive officers of the
Company as a group (excluding subsidiary,
divisional and group executives)............... 4,968,026 2,360,376
</TABLE>
The only Director or executive officer of the Company who beneficially owns
one percent or more of MascoTech or TriMas common stock is Mr. Manoogian, who
owns 7.6 percent of MascoTech common stock and 4.9 percent of TriMas common
stock. Directors and executive officers of the Company as a group own 8.1
percent of MascoTech common stock and 6.4 percent of TriMas common stock. Shares
beneficially owned by Mr. Manoogian and by the Directors and executive officers
of the Company as a group include in each case 202,560 shares of MascoTech
common stock and 33,008 shares of TriMas common stock owned by charitable
foundations of which Mr. Manoogian is a Director, and 322,490 shares of
MascoTech common stock which could be acquired upon conversion of convertible
securities owned by the foundations. In addition, Mr. Manoogian may be deemed to
be the beneficial owner of 200,000 shares of MascoTech's $1.20 Convertible
Preferred Stock (1.9 percent of the total issue
18
<PAGE> 21
outstanding) owned by one of the charitable foundations. Shares owned by Mr.
Lyon and by all Directors and executive officers of the Company as a group
include in each case 2,000 shares of MascoTech common stock and 288 shares of
TriMas common stock owned by a charitable foundation of which Mr. Lyon is a
Director. Shares owned by all Directors and executive officers of the Company as
a group include 27,000 shares of MascoTech common stock and 3,284 shares of
TriMas common stock owned by trusts of which an executive officer is a trustee.
Shares owned by Mr. Simone and by all Directors and executive officers of the
Company as a group include 10,000 shares of MascoTech common stock owned by a
charitable organization of which Mr. Simone is a Director. The Directors of the
foundations and the charitable organization and the trustee exercise voting and
investment power with respect to the MascoTech and TriMas securities owned by
such foundations, organization and trusts, and Messrs. Manoogian, Simone and
Lyon, and the executive officer who is trustee for the trusts disclaim
beneficial ownership of such securities.
Shares are owned with sole voting and investment power, except for shares
owned by such foundations, the charitable organization and trusts, 660,000
shares of MascoTech common stock issuable to Mr. Manoogian under MascoTech stock
options that are exercisable prior to May 31, 1994, and unvested restricted
shares of MascoTech common stock issued under the Company's (Industries) Plan
(14,400 shares for Mr. Kennedy, 18,000 shares for Mr. Lyon, 195,000 shares for
Mr. Manoogian, 18,000 shares for Mr. Mosteller and 318,600 shares for all
Directors and executive officers of the Company as a group) and under
MascoTech's Restricted Stock Incentive Plan (19,800 shares for both Mr.
Manoogian and all Directors and executive officers of the Company as a group).
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at the 1995 Annual Meeting
of Stockholders of the Company must be received by the Company at its address
stated above by December 19, 1994, to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to such meeting.
INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand has acted as the Company's independent
accounting firm for a number of years and is so acting during the current year.
Representatives of Coopers & Lybrand are expected to be present at the meeting,
will have the opportunity to make a statement and are expected to be available
to respond to appropriate questions.
19
<PAGE> 22
OTHER MATTERS
The Board of Directors knows of no other matters to be voted upon at the
meeting. If any other matters properly come before the meeting, it is the
intention of the proxies named in the enclosed Proxy to vote the shares
represented thereby with respect to such matters in accordance with their best
judgement.
By Order of the Board of Directors
/s/ EUGENE A. GARGARO, JR.
EUGENE A. GARGARO, JR.
Secretary
Taylor, Michigan
April 18, 1994
20
<PAGE> 23
MASCO'S
ANNUAL MEETING OF STOCKHOLDERS
AT MASCO CORPORATE HEADQUARTERS
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
Meeting Location Map (See Appendix)
Directions to Masco Corporation Headquarters
FROM DOWNTOWN DETROIT (EAST)
- - Take I-94 west to the Pelham Road exit.
- - Turn right onto Pelham Road and travel to Van Born Road.
- - Turn left onto Van Born Road and proceed to the corporate office.
FROM METRO AIRPORT (WEST)
- - Take I-94 east to Pelham/Southfield Road exit.
- - Turn left onto Pelham and travel to Van Born Road.
- - Turn left onto Van Born Road and proceed to the corporate office.
FROM SOUTHFIELD/BIRMINGHAM (NORTH)
- - Take the Southfield Freeway to the Outer Drive/Van Born Road exit.
- - Stay on the service drive and proceed to Van Born Road.
- - Bear right onto Van Born Road and travel to the corporate office.
FROM TOLEDO (SOUTH)
- - Take I-75 north to the Telegraph Road north exit.
- - Proceed on Telegraph Road north to Van Born Road.
- - Turn right on Van Born Road and proceed to the corporate office.
<PAGE> 24
Proxy for Annual Meeting of Stockholders to be held May 18, 1994
MASCO CORPORATION
Proxy Solicited on Behalf of the Board of Directors
The undersigned, hereby revoking any Proxy heretofore given, appoints RICHARD
A. MANOOGIAN and EUGENE A. GARGARO, JR. and each of them attorneys and proxies
for the undersigned, each with full power of substitution, to vote the shares of
Company Common Stock registered in the name of the undersigned to the same
extent the undersigned would be entitled to vote if then personally present at
the Annual Meeting of Stockholders of Masco Corporation to be held at the
offices of the Company at 21001 Van Born Road, Taylor, Michigan 48180, on
Wednesday, May 18, 1994 at 10:00 A.M. Eastern daylight time and at any
adjournment thereof:
1.) As indicated on the reverse hereof; and
2.) In their discretion upon such other business as may properly come before
the meeting.
(Continued and to be signed and dated on other side.)
Comments/Address Change:_______________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
- --------------------------------------------------------------------------------
(Continued from reverse side.)
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
For All With-
For Except hold
1.) Election of Directors / / / / / /
CLASS III: RICHARD A. MANOOGIAN AND ERWIN L. KONING
If elected, CLASS III nominees will serve until the 1997 Annual Meeting of
Stockholders or until their respective successors are elected and qualified.
AUTHORITY TO VOTE FOR EITHER NOMINEE MAY BE WITHHELD BY STRIKING
THROUGH THE NAME OF SUCH NOMINEE AND MARKING THE "FOR ALL EXCEPT" BOX.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS ABOVE. IF SPECIFICATIONS ARE NOT MADE, THE PROXY WILL BE VOTED
FOR THE ELECTION OF BOTH NOMINEES.
<TABLE>
<S> <C> <C>
Mark box at right if comments or address
change are noted on the reverse side. / /
NOTE: Please date, sign and return this Proxy promptly in the
enclosed envelope. Executors, administrators, trustees, etc.
should so indicate when signing. If the signature is for a
corporation, please sign the full corporate name by an
authorized officer. If the signature is for a partnership,
DATE please sign the full partnership name by an authorized
----------------------- partner. If shares are registered in more than one name,
all holders should sign.
- ------------------------------ --------------------------
SHAREHOLDER SIGN HERE JOINT-OWNER SIGN HERE RECORD DATE SHARES:
</TABLE>
<PAGE> 25
APPENDIX OF GRAPHICAL MATERIALS PURSUANT TO REGULATION S-T ITEM 304(a)
On the Back Cover: A map which shows the location area of the Detroit
Metropolitan Area where the Company headquarters are.
