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Filed pursuant to
Rule 424(b)(5)
Registration No. 33-2374
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 16, 1995)
1,714,640 SHARES
MASCO CORPORATION
COMMON STOCK
($1 PAR VALUE)
------------------------
The Common Stock is listed on the New York Stock Exchange under the symbol
"MAS".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares are being offered for sale by the Company directly to certain
purchasers at a per share price based on the market price, or are being acquired
directly by the purchasers in open market transactions, or are being acquired by
a combination of the foregoing. Any Shares acquired directly from the Company
would be sold on or about January 16, 1995.
------------------------
The date of this Prospectus Supplement is January 16, 1995.
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RECENT DEVELOPMENTS
On December 22, 1994 MascoTech, Inc. ("MascoTech"), a 42 percent-owned
affiliate of the Company, announced the planned disposition of a number of its
businesses as part of its strategic plan to increase focus on its core operating
capabilities. MascoTech's announcement included a statement that cash received
from the disposition of these businesses would be applied to reduce indebtedness
and provide additional capital to invest in MascoTech's core businesses.
As a result of the anticipated loss on the disposition of these businesses,
a non-cash charge of approximately $300 million after tax will be recorded by
MascoTech in the fourth quarter of 1994. Due to its equity ownership in
MascoTech, the Company will incur a one time non-cash charge of approximately
$.50 per share in the fourth quarter of 1994 to reflect this MascoTech charge.
On January 11, 1995 the Company issued a press release which contained a
statement that although the Company's year-end 1994 results are not finalized,
the Company believes that 1994 sales exceeded $4.4 billion, an increase of 14
percent from 1993, and expects that earnings for 1994 will approximate $1.70 per
share, a 17 percent increase, compared with $1.45 in 1993, prior to an
approximate $.50 per share non-cash fourth quarter 1994 charge previously
announced relating to MascoTech's fourth quarter restructuring charge.
USE OF PROCEEDS
The Company intends to apply any net proceeds received from the sale of the
Shares offered hereby to its general funds to be used for general corporate
purposes.
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH THIS
OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN
THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THESE
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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PROSPECTUS
MASCO CORPORATION
SUBORDINATED DEBT SECURITIES
(CONVERTIBLE OR NON-CONVERTIBLE)
COMMON STOCK
($1 PAR VALUE)
------------------------
Masco Corporation (the "Company") may from time to time offer, as separate
series, subordinated debt securities consisting of subordinated debentures,
subordinated notes or other unsecured subordinated evidences of indebtedness
("Subordinated Securities"), which Subordinated Securities may, if their terms
so provide, be convertible into shares of Common Stock, par value $1 per share,
of the Company (the "Common Stock").
The terms of the Subordinated Securities, including, where applicable, the
specific designation, aggregate principal amount, denominations, maturity, rate
(which may be fixed or variable) and time of payment of interest, terms for
redemption at the option of the Company or the holder, terms for sinking or
purchase fund payments, terms for conversion, the public offering price, the
names of any underwriters or agents, the principal amounts to be purchased by
underwriters and the compensation of such underwriters or agents and the other
terms in connection with the offering and sale of the Subordinated Securities in
respect of which this Prospectus is being delivered, are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement").
The Company may also from time to time offer shares of Common Stock. The
terms of the offering and sale of the Common Stock in respect of which this
Prospectus is being delivered, including, where applicable, the specific
aggregate number of shares to be sold, the purchase price, the public offering
price, the names of any underwriters or agents, the names of any selling
stockholders, the compensation of such underwriters or agents and any other
applicable terms, are set forth in the Prospectus Supplement.
The Company may sell Subordinated Securities or shares of Common Stock, or
both, to or through underwriters or dealers, directly to other purchasers or
through agents. See "Plan of Distribution".
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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
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
JANUARY 16, 1995
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and
Midwest Regional Office, Citicorp 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 offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, on which certain of the Company's
securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994;
(c) The Company's Proxy Statement dated April 18, 1994, in connection
with its Annual Meeting of Stockholders held May 18, 1994; and
(d) The Company's Form 8 dated May 22, 1991 amending its Registration
Statement on Form 8-A dated February 12, 1987.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Subordinated Securities or the
Common Stock shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which is
also 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.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than any
exhibits to such documents. Requests for such copies should be directed to John
C. Nicholls, Jr., Treasurer, Masco Corporation, 21001 Van Born Road, Taylor,
Michigan 48180 (telephone (313) 274-7400).
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THE COMPANY
The Company manufactures building, home improvement and home furnishings
products for the home and family. Its products include single and double handle
faucets, wood and upholstered furniture, fabrics, kitchen and bath cabinetry,
acrylic and gelcoat bath and shower units, spas, brass builders' hardware, locks
and decorative accessories, ventilating equipment, water pumps and other
plumbing system components and accessories.
Although published industry statistics are generally not available, the
Company believes it is the largest domestic manufacturer of a number of
different products including faucets, plumbing supplies, kitchen and bath
cabinets and furniture.
The Company's executive 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.
USE OF PROCEEDS
The Company expects to apply substantially all of the net proceeds from
sales of Subordinated Securities or Common Stock by the Company to its general
funds to be used for general corporate purposes, including working capital,
repayment of debt and expenditures for development of activities in which it is
now engaged or investment in and development of activities in which it is not
currently engaged. In this regard, the Company maintains an active acquisition
effort and is frequently engaged in discussions with respect to acquisition
opportunities. Proceeds from sales of Subordinated Securities or Common Stock by
the Company could be applied directly or indirectly to such acquisitions. Funds
not required immediately for any of the foregoing purposes may be invested in
marketable securities. The Company intends to use the proceeds from the offering
described in the Prospectus Supplement as set forth in the Prospectus Supplement
under the caption "Use of Proceeds".
DESCRIPTION OF SUBORDINATED SECURITIES
The Subordinated Securities offered hereby will be issued under an
Indenture dated as of December 1, 1982 (hereinafter referred to as the
"Indenture") between the Company and Citibank, N.A., as Trustee (hereinafter
referred to as the "Trustee"). The following statements are subject to the
detailed provisions of the Indenture, a copy of which is filed as an exhibit to
the registration statement covering the Subordinated Securities. Whenever
references are made to particular provisions of the Indenture, such provisions
are incorporated by reference as part of the statements made and such statements
are qualified in their entirety by such references. Certain defined terms are
capitalized. References in italics are to the Indenture.
GENERAL
The Indenture does not limit the amount of Subordinated Securities which
may be issued thereunder. The Prospectus Supplement sets forth the following
terms, where applicable, of the Subordinated Securities in respect of which this
Prospectus is delivered: (1) the designation of such Subordinated Securities;
(2) the aggregate principal amount of such Subordinated Securities; (3) the date
or dates on which the principal of and premium, if any, on such Subordinated
Securities are payable; (4) the rate or rates at which such Subordinated
Securities shall bear interest or the method by which such interest may be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of holders to whom interest is payable; (5) the
place or places where the principal of, and premium, if any, and interest on
such Subordinated Securities shall be payable; (6) the price or prices at which,
the period or periods within which and the terms and conditions upon which such
Subordinated Securities may be redeemed, in whole or in part, at the option of
the Company, or at the option of a holder of such Subordinated Securities or
mandatorily pursuant to any sinking, purchase or other analogous fund; (7) the
right, if any, of the Company to discharge or limit the Indenture with respect
to such Subordinated Securities prior to maturity; (8) the applicable initial
conversion price if such
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Subordinated Securities are convertible into Common Stock and the dates on
which, subsequent to which or until which such Subordinated Securities are
convertible; and (9) such other terms of such Subordinated Securities as are not
inconsistent with the provisions of the Indenture. (Section 2.03) Principal,
premium, if any, and interest will be payable and the Subordinated Securities
offered hereby will be transferable, and the Subordinated Securities which are
convertible will be convertible, at the corporate trust office of the Trustee in
New York, New York, provided that payment of interest may be made at the option
of the Company by check mailed to the address of the person entitled thereto as
it appears on the registry books of the Company. (Sections 5.01 and 5.02)
The Subordinated Securities offered hereby will be issued only in fully
registered form without coupons and, unless otherwise specified in the
Prospectus Supplement, in denominations of $1,000 and any multiple thereof. No
service charge will be made for any transfer or exchange of the Subordinated
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Sections 2.05
and 2.07)
Except as may be set forth in the Prospectus Supplement, the Indenture does
not contain any covenants or provisions which afford holders of Subordinated
Securities protection in the event of a highly leveraged transaction.
SUBORDINATION OF SUBORDINATED SECURITIES
The payment of the principal of, and premium, if any, and interest on the
Subordinated Securities is subordinated in right of payment to the extent set
forth in the Indenture to the prior payment in full of the principal of, and
premium, if any, and interest on all Senior Indebtedness (as hereinafter
defined). Until such prior payment in full, no payment on account of principal,
premium, if any, sinking funds or interest may be made on a series of
Subordinated Securities if there shall exist a default in the payment of the
principal, premium, if any, sinking funds, if any, or interest with respect to
such Senior Indebtedness, if such series of Subordinated Securities is declared
due and payable before its expressed maturity because of the occurrence of an
Event of Default (see "Events of Default, Waiver and Notice" below), in the
event of insolvency, bankruptcy, liquidation, reorganization, dissolution or
winding up of the Company, or if there shall exist a default under such Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof.
(Sections 4.01, 4.02 and 4.03) The term "Senior Indebtedness" shall mean (a) all
indebtedness of the Company for money borrowed or incurred in connection with
the acquisition of property, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to be not superior in right of payment to
the Subordinated Securities or to rank pari passu with the Subordinated
Securities and (b) any deferrals, renewals or extensions of any such Senior
Indebtedness or debentures, notes or other evidences of indebtedness issued in
exchange for such Senior Indebtedness. (Section 1.01) The Indenture does not
limit the incurrence of Senior Indebtedness. By reason of such subordination, in
the event of insolvency, creditors of the Company (including holders of
Subordinated Securities) who are not holders of Senior Indebtedness may recover
less, ratably, than holders of Senior Indebtedness.
CONVERSION RIGHTS
Subordinated Securities designated as convertible ("Convertible
Subordinated Securities") by the related Prospectus Supplement will be
convertible into Common Stock of the Company at the time specified in the
Prospectus Supplement (unless a Convertible Subordinated Security shall have
been called for redemption in which case until and including but not after the
date fixed for redemption) initially at the conversion price set forth on the
cover page of the Prospectus Supplement, adjusted as set forth below. If any
Convertible Subordinated Security not called for redemption is converted between
a record date for the payment of interest and the next succeeding interest
payment date, such Convertible Subordinated Security when delivered for
conversion must be accompanied by funds equal to the interest payable to the
registered holder on such interest payment date on the principal amount so
converted. No other adjustments will be made upon conversion for accrued
interest or dividends. (Sections 3.01 and 3.02)
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The conversion price is subject to adjustment in certain events, including
(a) the issuance of shares of capital stock of the Company as a dividend or a
distribution with respect to its Common Stock, (b) subdivisions, combinations
and reclassifications of Common Stock, (c) the issuance to all holders of Common
Stock of rights or warrants entitling them (for a period not exceeding 45 days)
to subscribe for shares of Common Stock at less than the current market price
(as defined in the Indenture), and (d) the distribution to all holders of Common
Stock of evidences of indebtedness of the Company, assets (other than cash
dividends) or subscription rights or warrants (other than those referred to
above). No adjustment in the conversion price will be required unless such
adjustment would require a change of at least one percent in the price then in
effect; provided, however, that any adjustment that would otherwise be required
to be made shall be carried forward and taken into account in any subsequent
adjustment. Except in these cases, the conversion price will not be adjusted for
the issuance of Common Stock. (Section 3.05)
In the event of any consolidation or merger to which the Company is a
party, other than a consolidation or a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of Common Stock, or in the event of any sale or
conveyance to another corporation of the assets of the Company as an entirety or
substantially as an entirety, then the holders of Convertible Subordinated
Securities then outstanding shall have the right to convert the Convertible
Subordinated Securities into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
issuable upon conversion of such Convertible Subordinated Securities immediately
prior to such consolidation, merger, sale or conveyance. (Section 3.06)
Conversion of Convertible Subordinated Securities may be effected by
delivering them to the office or agency of the Company maintained for such
purpose in New York City and in such other places as the Company may determine
from time to time. (Sections 3.02 and 5.02) Fractional shares of Common Stock of
the Company will not be delivered upon conversion, but a cash adjustment in
respect of any such fractional share will be paid. (Section 3.03)
The Company has agreed to reserve out of its authorized but unissued Common
Stock the full number of shares of Common Stock from time to time deliverable
upon the conversion of Convertible Subordinated Securities. (Section 3.09)
In the event of a taxable distribution to holders of Common Stock which
results in an adjustment of the conversion price, the holders of the Convertible
Subordinated Securities may in certain circumstances, be deemed to have received
a distribution subject to Federal income tax as a dividend. In addition, the
failure to adjust fully the conversion price of the Convertible Subordinated
Securities to reflect taxable distributions to holders of Common Stock may
result in a taxable dividend to the holders of Common Stock.
DEFEASANCE
If permitted by the terms of any series of Subordinated Securities, the
Company may terminate certain of its obligations under the Indenture with
respect to such series, including its obligations to comply with the restrictive
covenants described herein, on the terms and subject to the conditions contained
in the Indenture, by depositing in trust with the Trustee money or obligations
of the United States sufficient to pay the principal of, premium, if any, and
interest on the Subordinated Securities of such series to maturity. (Section
13.01) The Prospectus Supplement sets forth the defeasance rights, if any, of
the Company provided by the terms of the Subordinated Securities in respect of
which this Prospectus is delivered.
EVENTS OF DEFAULT, WAIVER AND NOTICE
As to each series of Subordinated Securities, an Event of Default is
defined in the Indenture as being: default for 30 days in payment of interest on
the Subordinated Securities of that series; default in payment of principal and
premium, if any, on the Subordinated Securities of that series when due either
at maturity, upon redemption, by declaration or otherwise; default by the
Company in the performance of any other of the
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covenants in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Subordinated Securities other than that
series) which shall not have been remedied for a period of 90 days after notice;
and certain events of bankruptcy, insolvency, and reorganization of the Company.
(Section 7.01) The Indenture provides that the Trustee may withhold notice to
the holders of the Subordinated Securities of any default (except in payment of
principal of or interest or premium on the Subordinated Securities) if the
Trustee considers it in the interest of the holders of the Subordinated
Securities to do so. (Section 7.08)
The Indenture provides that (i) if an Event of Default due to the default
in the payment of principal, interest or premium, if any, on any series of
Subordinated Securities or a default with respect to a covenant included in the
Indenture solely for the benefit of such series of Subordinated Securities shall
have occurred and be continuing, either the Trustee or the holders of 25% in
principal amount of the Subordinated Securities of such series then outstanding
may declare the principal of all Subordinated Securities of such series and
accrued interest thereon to be due and payable immediately and (ii) if an Event
of Default resulting from default in the performance of any other of the
covenants or agreements in the Indenture and certain events of bankruptcy,
insolvency and reorganization of the Company shall have occurred and be
continuing, either the Trustee or the holders of 25% in principal amount of all
Subordinated Securities then outstanding (treated as one class) may declare the
principal of all Subordinated Securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal of or interest or premium on the Subordinated Securities) by the
holders of a majority in principal amount of the Subordinated Securities of such
series (or of all series, as the case may be) then outstanding. (Section 7.01)
The holders of a majority in principal amount of the Subordinated
Securities of any or all series at the time outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture. Notwithstanding the foregoing, the
Trustee shall have the right to decline to follow any such direction if the
Trustee is advised by counsel that the action so directed may not lawfully be
taken or if the Trustee determines that such action would be unjustly
prejudicial to the holders not taking part in such direction or would involve
the Trustee in personal liability. (Section 7.07) The Indenture requires the
annual filing by the Company with the Trustee of a certificate as to the absence
of certain defaults under the Indenture. (Section 5.05)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
holders of Subordinated Securities for certain purposes, provided that no such
modification shall adversely affect the interest of the holders of the
Subordinated Securities in any material respect. (Section 11.01) The Indenture
also contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than 66 2/3% in principal amount of the
Subordinated Securities at the time outstanding affected thereby (voting as a
class), to modify the Indenture or any supplemental indenture or the rights of
the holders of the Subordinated Securities; provided that no such modification
shall (i) extend the final maturity of any Subordinated Security, or reduce the
rate or extend the time of payment of interest thereon, or reduce the principal
amount thereof or any premium thereon, or reduce any amount payable on
redemption thereof, or make the principal of, or interest or premium on, the
Subordinated Securities payable in any coin or currency other than that provided
in the Subordinated Securities, or impair the right to convert Convertible
Subordinated Securities into Common Stock in accordance with the Indenture, or
impair or affect the right of any holder of a Subordinated Security to institute
suit for the payment thereof or the right of repayment, if any, at the option of
the holder, or modify any of the provisions relating to subordination of the
Subordinated Securities in a manner adverse to the holders thereof without the
consent of the holder of each Subordinated Security so affected, or (ii) reduce
the aforesaid percentage of Subordinated Securities the consent of the holders
of which is required for any such modification without the consent of the
holders of each Subordinated Security affected. (Section 11.02)
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SUCCESSOR CORPORATION
Under the terms of the Indenture, the Company may consolidate or merge or
sell all or substantially all of its assets if (a) the Company is the continuing
corporation or if the Company is not the continuing corporation, such continuing
corporation is organized and existing under the laws of the United States of
America or any state thereof or the District of Columbia and assumes by
supplemental indenture the due and punctual payment of the principal of, and the
premium, if any, and interest on the Subordinated Securities and the due and
punctual performance and observance of all of the covenants and conditions of
the Indenture to be performed by the Company and (b) the Company or such
continuing corporation is not in default in the performance of any such covenant
or condition immediately after such merger, consolidation or sale of assets.
(Section 12.01)
CONCERNING THE TRUSTEE
The Trustee makes loans to and performs other services for the Company from
time to time in the normal course of business.
PLAN OF DISTRIBUTION
The Company may sell the Subordinated Securities and Common Stock being
offered hereby in any of four ways: (i) directly to purchasers, (ii) through
agents, (iii) through underwriters and (iv) through dealers.
Offers to purchase Subordinated Securities or Common Stock may be solicited
directly by the Company or by agents designated by the Company from time to
time. Any such agent, who may be deemed to be an underwriter as that term is
defined in the Securities Act of 1933, involved in the offer or sale of the
Subordinated Securities or Common Stock in respect of which this Prospectus is
delivered is named, and any commissions payable by the Company to such agent are
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment (ordinarily five business days or less). Agents
may be customers of, engage in transactions with or perform services for, the
Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Subordinated Securities or Common Stock in
respect of which this Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Subordinated Securities or
Common Stock in respect of which this Prospectus is delivered, the Company will
sell such Subordinated Securities or Common Stock to the dealer, as principal.
The dealer may then resell such Subordinated Securities or Common Stock to the
public at varying prices to be determined by such dealer at the time of resale.
Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Subordinated Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of
Subordinated Securities sold pursuant to Contracts shall be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that the purchase by an institution of the Subordinated Securities
covered by its Contract shall not at the time of delivery be prohibited under
the laws
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of any jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Subordinated Securities pursuant to Contracts
accepted by the Company.
The place and time of delivery for the Subordinated Securities or Common
Stock in respect of which this Prospectus is delivered are set forth in the
Prospectus Supplement.
LEGAL OPINIONS
The legality of the Subordinated Securities and Common Stock in respect of
which this Prospectus is being delivered will be passed on for the Company by
John R. Leekley, Vice President and General Counsel of the Company, and for the
Underwriters, if any, by Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017. Mr. Leekley is a stockholder of the Company and a holder of
options to purchase shares of the Company's Common Stock. Davis Polk & Wardwell
performs legal services from time to time for the Company and certain related
companies.
EXPERTS
The consolidated financial statements and schedules of Masco Corporation
and consolidated subsidiaries and the consolidated financial statements and
schedules of MascoTech, Inc. appearing in the Company's most recent Annual
Report on Form 10-K have been audited by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their reports appearing therein. The consolidated
financial statements and schedules referred to in this paragraph are
incorporated herein by reference in reliance upon such reports and upon the
authority of such firm as experts in accounting and auditing.
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