SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 12, 1998
Date of report (Date of earliest event reported)
MASCO CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5794 38-1794485
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (313) 274-7400
<PAGE>
ITEM 5. OTHER EVENTS.
The Registrant has completed the redemption on February 12, 1998 (the
"Redemption Date") of all of its outstanding 5-1/4% Convertible Subordinated
Debentures Due 2012 (the "Debentures"). Of the approximate $178,000,000
principal amount of the Debentures outstanding at the time the Registrant called
them for redemption, approximately $177,118,000 principal amount of Debentures
was converted into the Registrant's Common Stock at a conversion price of $42.28
per share. Holders of Debentures surrendered for redemption received 100% of
the principal amount thereof, together with interest accrued to the Redemption
Date, or $1,025.81 for each $1,000 principal amount of Debentures. The
Registrant's press release issued January 12, 1998 announcing the redemption is
attached as Exhibit 99.a hereto.
On February 18, 1998, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.b, announcing its earnings for 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
99.a Press Release dated January 12, 1998.
99.b Press Release dated February 18, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MASCO CORPORATION
By: /s/Richard G. Mosteller
Richard G. Mosteller
Senior Vice President - Finance
Date: February 23, 1998
<PAGE>
EXHIBIT INDEX
99.a Press Release dated January 12, 1998
99.b Press Release dated February 18, 1998
FOR IMMEDIATE RELEASE Contact:
Samuel Cypert
313-792-6646
MASCO CORPORATION ANNOUNCES REDEMPTION OF
5-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012
Taylor, Michigan ( January 12, 1998) - Masco Corporation (NYSE:MAS) today
announced that it is calling all of its outstanding 5-1/4% Convertible
Subordinated Debentures Due 2012 for redemption on February 12, 1998. Each
$1,000 principal amount of Debentures will be redeemed for $1,025.81 in cash,
which includes interest accrued to the redemption date. Debentures may be
converted on or before the redemption date at the conversion price of $42.28 per
share of Masco Corporation common stock, representing 23.65 shares for each
$1,000 principal amount of Debentures, with no accrued interest on the
Debentures or dividends on common stock and with fractional shares paid in cash.
The closing price for the Masco Common Stock on the NYSE Composite Tape on
January 8, 1998 was $51.
Approximately $178 million principal amount of Debentures are presently
outstanding.
Citibank, N.A., 111 Wall Street, 5th Floor, New York, New York 10043, will
act as redemption and conversion agent.
Headquartered in Taylor, Michigan, Masco Corporation is one of the world's
leading manufacturers of faucets, cabinets, locks and other consumer brand-name
home improvement and building products.
FOR IMMEDIATE RELEASE Contact: Samuel Cypert
313-792-6646
MASCO CORPORATION REPORTS
RECORD EARNINGS FOR 1997
Taylor, Michigan (February 18, 1998)-Masco Corporation (NYSE: MAS)
today reported that net income for the year ended December 31, 1997 increased
approximately 30 percent to a record $382.4 million from $295.2 million in 1996.
Fourth quarter 1997 net income increased 26 percent to $105.5 million from $83.4
million in the 1996 fourth quarter.
Net sales from continuing operations for 1997 were also a record $3.76
billion, an increase of 16 percent over the $3.24 billion in sales reported for
all of 1996. For the fourth quarter of 1997, net sales increased 17 percent to
$990 million compared with $843 million for the comparable 1996 period.
Earnings per share increased approximately 28 percent to a record $2.35
in 1997 from $1.84 in 1996 (basic E.P.S. of $2.39 and $1.87 and diluted E.P.S.
of $2.30 and $1.82 for 1997 and 1996, respectively).
Earnings per share for the 1997 fourth quarter were $.64 compared with
$.52 per share for the 1996 fourth quarter. Fourth quarter 1997 earnings per
share benefited by approximately $.02 per share from a reduction in the income
tax rate due primarily to the partial utilization of the Company's capital loss
carryforward benefit. (Basic E.P.S. was $.65 and $.53 and diluted E.P.S. was
$.62 and $.51 for the fourth quarter of 1997 and 1996, respectively.)
"We exceeded in 1997 many of our operational and financial objectives
including our increased sales, earnings and profit margin goals," said Masco
Chairman Richard A. Manoogian. "Our improved performance is a reflection of our
commitment to increase shareholder value by focusing on growth in our core
businesses, by containing costs and by improving profitability. Assuming that
the economy continues its present moderate rate of growth, Masco should achieve
another record year in 1998."
Masco Corporation is one of the world's leading manufacturers of
faucets, cabinets, locks and other brand name consumer products for the home
improvement and building markets.
<PAGE>
MASCO CORPORATION REPORTS
RECORD EARNINGS FOR 1997
<TABLE>
Three Months Ended Twelve Months Ended
December 31 December 31
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Sales $ 990,000 $ 843,000 $3,760,000 $3,237,000
Cost of Sales 626,550 549,170 2,378,250 2,048,070
-------- -------- --------- ---------
Gross Profit 363,450 293,830 1,381,750 1,188,930
Selling, General and
Administrative Expenses 202,630 176,090 775,930 696,290
Amortization of
Acquired Goodwill 5,820 3,540 18,720 12,140
-------- -------- -------- ---------
Operating Profit 155,000 114,200 587,100 480,500
Other Income, Net 14,400 35,500 43,800 22,200
--------- -------- -------- ---------
Income Before
Income Taxes 169,400 149,700 630,900 502,700
Income Taxes 63,900 66,300 248,500 207,500
--------- -------- -------- ----------
Net Income $ 105,500 $ 83,400 $ 382,400 $ 295,200
--------- -------- -------- --------
--------- -------- -------- --------
Earnings Per Share (A) $ .64 $ .52 $ 2.35 $ 1.84
--------- --------- -------- --------
--------- --------- -------- --------
Average Shares 165,300 160,800 163,000 160,600
Outstanding --------- --------- -------- --------
--------- --------- -------- --------
</TABLE>
Amounts in thousands except per share data.
(A) For 1997 and 1996, respectively, basic E.P.S. was $2.39 and $1.87 and
diluted E.P.S. was $2.30 and $1.82. For the fourth quarter of 1997 and 1996,
respectively, basic E.P.S. was $.65 and $.53 and diluted E.P.S. was $.62 and
$.51.
