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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 31, 1999
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELEWARE 1-5794 38-1794485
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(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(Address of Principal Executive Offices) (Zip Code)
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(313) 274-7400
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. OTHER EVENTS.
On August 31, 1999, Masco Corporation, a Delaware corporation ("Masco")
announced the acquisition of five companies. The acquisitions were all privately
negotiated transactions and the sellers included private individuals, private
trusts, investment management funds and institutions. There is no relationship
between any of the sellers and Masco or any of Masco's affiliates, any director
or officer of Masco or any associate of any director or officer of Masco.
The Arrow Fastener Company was acquired by Masco on July 16, 1999.
Inrecon, L.L.C. was acquired by Masco on August 12, 1999. Superia Radiatoren,
N.V. was acquired by Masco on July 30, 1999.
Both Behr Process Corporation and Mill's Pride, L.L.P, which are being
accounted for on a "pooling of interests" basis, were acquired by Masco on
August 31, 1999.
A portion of the funds to complete the transactions came from Masco's
working capital and a portion was financed through Masco's existing credit
agreement with Morgan Guaranty Trust Company of New York, as agent.
A more complete description of the companies acquired is included in
the August 31, 1999 press release, a copy of which is attached hereto as Exhibit
99, announcing the above-named transactions.
ITEM 7. EXHIBITS
Exhibit 99. Press Release dated August 31, 1999.
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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/ John Leekley
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John Leekley
Senior Vice President and
General Counsel
Date: September 13, 1999
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
99 Press Release dated August 31, 1999 5
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EXHIBIT 99
FOR IMMEDIATE RELEASE Contact:
Samuel Cypert
313-792-6646
MASCO CORPORATION ANNOUNCES THE ACQUISITION OF FIVE COMPANIES WITH COMBINED
ANNUAL SALES IN EXCESS OF $1.5 BILLION FOR APPROXIMATELY $3.8 BILLION
INCLUDING CASH AND STOCK
Taylor, Michigan (September 1, 1999)--Masco Corporation (NYSE: MAS)
today announced that it has acquired five home improvement and building products
companies with combined annualized 1999 sales anticipated to be in excess of
$1.5 billion. The acquisition cost of the five companies approximates $3.8
billion including cash, assumed debt and approximately 106 million shares of
Masco common stock.
The companies are:
- Arrow Fastener Company, a Saddle Brook, New Jersey-based
manufacturer of manual and electric staple gun tackers and
staples, glue guns and supplies and other hand tools that are sold
to consumers and commercial contractors primarily through home
centers, mass merchants and specialized retailers.
- Behr Process Corporation, a Santa Ana, California-based
manufacturer of premium architectural coatings, including stains,
varnishes and paints that are sold primarily to the do-it-yourself
market through major home centers and other retailers.
- Inrecon, L.L.C., a Birmingham, Michigan-based company specializing
in the repair, remodeling and restoration of residential,
commercial and institutional facilities damaged by fire, wind,
water and storms. Primary customers are local homeowners, large
retail chains, restaurants, hotels, schools, hospitals, churches,
nursing homes and municipalities. Commercial customers often
include Inrecon in their disaster plans as a key supplier of
restoration and repair services.
- Mill's Pride, L.L.P, a West Palm Beach, Florida-based manufacturer
of ready-to-assemble and assembled kitchen and bath cabinetry and
a leading manufacturer of bath vanities, home office workstations
and entertainment centers, storage products, bookcases and kitchen
utility products that are sold through home centers and other mass
merchants.
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MASCO ACQUISITIONS
PAGE 2 OF 2
- Superia Radiatoren, N.V., a Zedelgem, Belgium-based manufacturer
of standard plate radiators. The addition of Superia complements
the Company's existing radiator and hydronic heating system
manufacturing capabilities and enables Masco to offer a full range
of radiators to customers in Europe.
Based on present economic trends, the Company believes that each of
these acquisitions will be accretive to Masco's earnings per share next year.
Masco will incur after-tax charges of approximately $120 million in the
third quarter of 1999 to reflect non-recurring costs related to the acquisition
of these companies.
Certain of the transactions have been completed on a
"pooling-of-interests" basis, which will require restatement of Masco's
previously reported results. Masco also announced that prior to the completion
of these transactions, it has rescinded its share repurchase program, as
required by accounting rules related to "pooling-of-interests" transactions.
Masco Chairman Richard A. Manoogian commented, "These companies are all
recognized leaders in their markets and will enable Masco to further broaden its
product offerings. We believe the anticipated continued high rate of growth of
these fine companies should increase Masco's rate of internal growth in the
future. We are delighted that they have decided to join the Masco family of
companies."
Masco Corporation is one of the world's leading manufacturers of
faucets, cabinets, locks and other brand-name consumer products for home
improvement and building markets.
Statements in this press release may include certain forward-looking
statements regarding Masco's future sales and earnings growth potential. Actual
results may vary materially because of external factors such as interest rate
fluctuations, changes in consumer spending and other factors over which
management has no control. Additional information about our products, markets
and conditions, which could affect our future performance, is contained in the
Company's filings with the Securities and Exchange Commission.
