As filed with The Securities and Exchange Commission
on October 23, 1997
Registration No. 333- 36477
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
38-1794485
(I.R.S. Employer Identification Number)
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7400
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
John R. Leekley
Senior Vice President and General Counsel
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION DATED OCTOBER 23, 1997
PROSPECTUS
2,694,992 Shares
MASCO CORPORATION
Common Stock
($1 Par Value)
All the shares of Common Stock being offered hereby (the "Shares") are
held by certain stockholders (the "Selling Stockholders") of Masco Corporation
("Masco" or the "Company"). Masco will not receive any of the proceeds from the
sale of the Shares.
The Selling Stockholders (and their respective donees, distributees,
pledgees and personal representatives) may, from time to time, offer for sale
and sell or distribute the Shares to be offered by them hereby in transactions
executed on the New York Stock Exchange or other exchanges on which the Shares
may be traded, in negotiated transactions, or through other means. Sales may be
effected at market prices prevailing at the time of sale or at such other prices
as may be negotiated by the Selling Stockholders.
The Shares may be sold by one or more of the following: (a) a block trade
in which the broker-dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchased by a broker-dealer as principal and resold by
such broker-dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
The Selling Stockholders and any of the broker-dealers that participate with the
Selling Stockholders in the distribution of Shares may be deemed to be
"underwriters", and any commission, discount or concession received by them and
any profit on the resale of Shares sold by them might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. See
"Plan of Distribution".
Masco has agreed to indemnify the Selling Stockholders against certain
liabilities under the Securities Act of 1933.
__________________________________________
THE COMPANY'S COMMON STOCK IS LISTED ON THE
NEW YORK STOCK EXCHANGE
__________________________________________
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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 SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
October 23, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN.
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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 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. 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. The Commission maintains a Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants, including the Company,
that file electronically with the Commission. Reports, proxy statements and
other information filed by the Company can also be inspected at the office of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on
which the Company's securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(c) The Company's Proxy Statement dated April 25, 1997, in connection
with its Annual Meeting of Stockholders held on May 21, 1997;
(d) The Company's Form 8 dated May 22, 1991 amending its Registration
Statement on Form 8-A dated February 12, 1987; and
(e) The Company's Current Report on Form 8-K dated October 9,
1997.
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All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a previously filed document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein modifies or supersedes
such statement, and any statement contained in any previously filed document or
contained herein shall be deemed modified or superseded to the extent that a
statement contained in a subsequently filed document which is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
MASCO UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, 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 SAMUEL A. CYPERT, VICE PRESIDENT,
INVESTOR RELATIONS, MASCO CORPORATION, 21001 VAN BORN ROAD, TAYLOR, MICHIGAN
48180 (TELEPHONE (313)274-7400).
THE COMPANY
Masco Corporation is engaged principally in the manufacture, sale and
installation of home improvement and building products. Masco believes that it
is the largest domestic manufacturer of faucets, kitchen and bath cabinets and
plumbing supplies and that it is a leading domestic producer of a number of
other home improvement and building products. Masco was incorporated under the
laws of Michigan in 1929 and in 1968 was reincorporated under the laws of
Delaware.
Masco's principal executives offices are located at 21001 Van Born Road,
Taylor, Michigan 48180, and the telephone number is (313) 274-7400. Except as
the context otherwise indicates, the terms "Masco" or the "Company" refer to
Masco Corporation and its consolidated subsidiaries.
SELLING STOCKHOLDERS
The Shares, as listed below, are the number of Shares which may be
offered by the Selling Stockholders named below (and by their donees,
distributees, pledgees and personal representatives). The Shares listed below
constitute all of the Shares held by the Selling Stockholders prior to this
offering. The Shares were acquired from Masco on July 25, 1997 pursuant
to an Agreement and Plan of Reorganization dated as of July 24, 1997
(the "Agreement")
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among Masco, Texwood Industries, Inc. ("Texwood") and the stockholders of
Texwood. Bob C. Ladd and The Texas Commerce Bank N.A., Trustee, are the
former stockholders of Texwood. The Selling Stockholders did not hold
positions or have material relationships with Masco or any predecessor or
affiliate thereof during the three years preceding such acquisition. Since such
acquisition, Bob C. Ladd has continued to be involved in the management of
Texwood. The Agreement contains indemnification provisions covering this
registration and offering.
Number of
Selling Stockholder Shares Held
Bob C. Ladd 2,530,661
Bob C. Ladd and Trudy Ladd 3,110
Texas Commerce Bank N.A., 161,221
Trustee U/A dtd 7/22/97
The Ladd Charitable Remainder
Unitrust
PLAN OF DISTRIBUTION
The Selling Stockholders (and their respective donees, distributees,
pledgees and personal representatives) may, from time to time, offer for sale
and sell or distribute the Shares to be offered by it hereby in transactions
executed on the New York Stock Exchange or other exchanges on which the Shares
may be traded, in negotiated transactions, or through other means. Sales may
be effected at market prices prevailing at the time of sale or at such other
prices as may be negotiated by the Selling Stockholders. The Shares may be sold
by one or more of the following: (a) a block trade in which the broker-dealer
so engaged will attempt to sell the Shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchased
by a broker-dealer as principal and resold by such broker-dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in accordance with the
rules of such exchange; and (d) ordinary brokerage transactions and transactions
in which the broker solicits purchasers. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to
participate in the resales.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
shares of Masco Common Stock in the course of hedging the positions they assume
with Selling Stockholders. The Selling Stockholders may also sell shares of
Masco Common Stock short and deliver the Shares to close out such short
positions. In connection with the foregoing
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<PAGE>
transactions, the Selling Stockholders may be required to deliver this
Prospectus. The Selling Stockholders or such broker-dealers may also enter into
option or other transactions with broker-dealers that require the delivery to
the broker-dealer of the Shares registered hereunder, which the broker-dealer
may resell or otherwise transfer pursuant to this Prospectus. The Selling
Stockholders may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned, or upon a
default the broker-dealer may effect sales of the pledged Shares, in each case
pursuant to this Prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to be
negotiated in connection with the sale. Such broker-dealer and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with such sale and any such commission, discount or concession may be
deemed to be underwriting discounts or commissions under the Act. In addition,
any securities covered by this Prospectus that qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Company will bear all costs and expenses incurred by it in
connection with the registration of the Shares. Commissions and discounts,
if any, attributable to the sales of the Shares will be borne by the Selling
Stockholders. The Selling Stockholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the 1933 Act. The
Company has agreed to indemnify the former stockholders of Texwood against
certain liabilities in connection with the offering of the Shares, including
liabilities arising under the 1933 Act.
EXPERTS
The Company's financial statements and financial statement schedules,
included in the Company's December 31, 1996 Annual Report on Form 10-K, have
been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth
in their report appearing in such Form 10-K. All such financial statements and
financial statement schedules have been incorporated by reference herein in
reliance upon such report and upon the authority of such firm as experts in
accounting and auditing. The financial statements and financial statement
schedules of MascoTech, Inc., included 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 report appearing in such Form 10-K. All such
financial statements and financial statement schedules have been incorporated by
reference herein in reliance upon such report and upon the authority of such
firm as experts in accounting and auditing.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Company:
Securities and Exchange Commission
registration fee . . . . . . . . . $38,076.97
__________________
ITEM 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article Fifteenth of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a director, officer or employee of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the General Corporation Law of Delaware against all expenses, liability and loss
(including without limitation attorneys' fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article Fifteenth are contractual rights and include the
right to be paid by the Company the expenses incurred in defending such action,
suit or proceeding in advance of the final disposition thereof.
Article Fourteenth of the Company's Restated Certificate of Incorporation
provides that the Company's directors will not be personally liable to the
Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of Delaware, which
makes directors liable for unlawful dividends or unlawful stock repurchases or
redemptions, or (d) for transactions from which directors derive improper
personal benefit.
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The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacities.
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ITEM 16. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
Exhibit 4.a Restated Certificate of Incorporation of the Company and
amendments thereto. Incorporated herein by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
*
Exhibit 4.b Bylaws of the Company, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits filed with
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993. *
Exhibit 5 Opinion of John R. Leekley. *
Exhibit 23.a Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedules of Masco
Corporation. *
Exhibit 23.b Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedules of MascoTech,
Inc. *
Exhibit 23.c Consent of John R. Leekley, which is included as part of
Exhibit 5. *
Exhibit 24 Powers of Attorney, which appear in Part II of this
Registration Statement. *
*Previously filed as part of Masco Corporation's Registration Statement on
Form S-3, Registration No. 33-36477, dated September 26, 1997.
ITEM 17. Undertakings.
1. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
and
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (1) (i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by these paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions referred to in Item 15 above,
or otherwise (other than the insurance policies referred to in Item 15), the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in that Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Taylor, State of Michigan, on the 22nd
day of October, 1997.
MASCO CORPORATION
By: /s/Richard A. Manoogian
Richard A. Manoogian
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
Principal Executive Officer:
/s/Richard A. Manoogian Chairman of the October 22 , 1997
Richard A. Manoogian Board, Chief
Executive Officer
and Director
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Signature Title Date
Principal Financial Officer:
/s/Richard G. Mosteller Senior Vice October 22, 1997
Richard G. Mosteller President -
Finance
Principal Accounting Officer:
/s/Robert B. Rosowski Vice President - October 22, 1997
Robert B. Rosowski Controller and
Treasurer
/s/ Joseph L. Hudson, Jr. * Director October 22, 1997
Joseph L. Hudson, Jr.
/s/ Verne G. Istock * Director October 22, 1997
Verne G. Istock
/s/ Mary Ann Krey * Director October 22, 1997
Mary Ann Krey
/s/ Wayne B. Lyon * Director October 22, 1997
Wayne B. Lyon
/s/ John A. Morgan * Director October 22, 1997
John A. Morgan
/s/ Arman Simone * Director October 22, 1997
Arman Simone
/s/ Peter W. Stroh* Director October 22, 1997
Peter W. Stroh
* By/s/Eugene A. Gargaro, Jr.
Eugene A. Gargaro, Jr.
(Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 4.a Restated Certificate of Incorporation of the Company and
amendments thereto. Incorporated herein by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1996. *
Exhibit 4.b Bylaws of the Company, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits filed with
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993. *
Exhibit 5 Opinion of John R. Leekley. *
Exhibit 23.a Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedules of Masco
Corporation. *
Exhibit 23.b Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedules of MascoTech,
Inc. *
Exhibit 23.c Consent of John R. Leekley, which is included as part of
Exhibit 5. *
Exhibit 24 Powers of Attorney, which appear in Part II of this
Registration Statement. *
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*Previously filed as part of Masco Corporation's Registration Statement on
Form S-3, Registration No. 333-36477, dated September 26, 1997.
