As filed with the Securities and Exchange Commission on March 22, 1999.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1794485
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
Masco Corporation Salaried Savings Plan 401(k)
Masco Corporation Hourly Savings Plan 401(k)
(Full Title of the Plan)
John R. Leekley
Senior Vice President and General Counsel
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
(Name and Address of Agent for Service)
(313) 274-7400
(Telephone no., including area code, of agent for service)
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, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities to Amount to Maximum Maximum Amount of
be Be Offering Aggregate of Registration
Registered (1) Registered Price Offering Fee(3)
(1) Per Share(3) Price(3)
Common Stock 1,000,000(1)(2) $ 26.1875 $ 26,187,500 $ 7,280.13
(Par Value
$1.00 Per Share)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1993, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plans described herein.
(2) Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may be
issuable in the event of stock splits, stock dividends or similar
transactions.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange - Composite
Tape on March 16, 1999 as reported in The Wall Street Journal.
<PAGE>
INTRODUCTION
In connection with the offering by Masco Corporation (the
"Company" or "Registrant") of additional investment alternatives
to participants in its Salaried Savings Plan 401(k) and Hourly
Savings Plan 401(k) (each, a "Plan," and together, the "Plans"),
the Company and the Plans will permit participants in the Plans
(subject to certain exceptions) to invest up to 25% of their
account balances and up to 25% of additional contributions to
their accounts in a unitized stock fund consisting predominately
of shares of the common stock, par value $1.00 (the "Common
Stock"), of the Company and of cash investments (as determined
from time to time by the trustee of the Plans). Based on the
level of investments from time to time in the unitized stock fund
by participants in the Plans, the trustee will purchase or sell
shares of Common Stock on the New York Stock Exchange or in
private transactions at then prevailing market prices. The
Company will not issue any shares of Common Stock to the Plans.
Part I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Omitted pursuant to the Note to Part I.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company and the Plans incorporate the following
documents into this Registration Statement by reference:
(a) The Plans' and the Company's latest annual reports
filed pursuant to Section 13 or 15(d) of the Securities and
Exchanges Act of 1934, as amended (the "1934 Act"),or the
Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (the "1933 Act"), which
contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest
fiscal year for which such statements have been filed.
(b) All other reports of the Company filed pursuant to
Section 13(a) or 15(d) of the 1934 Act since the end of the
fiscal year covered by the annual reports or the prospectus
referred to in (a) above.
(c) The description of the Common Stock to be offered
contained in the registration statement on Form 10 filed by
the Company under the 1934 Act with the Commission on
November 30, 1936, including any amendment or report filed
for the purpose of updating such description.
(d) The description of the preferred stock purchase
rights contained in the registration statement on Form 8-A
dated December 11, 1995 filed by the Company under
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the 1934 Act with the Commission, including any amendment or
report filed for the purpose of updating such description.
The Company and the Plans incorporate all reports and other
documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, into this Registration Statement by
reference and to be a part hereof from the date of the filing of
such reports and 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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
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or unlawful stock repurchases or redemptions, or (d) for
transactions from which Directors derive improper personal
benefit.
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 capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.a Restated Certificate of Incorporation of the
Company and amendments thereto. Incorporated by
reference to the Exhibits filed with the Company's
Registration Statement on Form S-8 (1933 Act No. 333-
64573).
*4.b Bylaws of the Company, as amended.
4.c Rights Agreement dated as of December 6, 1995,
between Masco Corporation and The Bank of New York, as
Rights Agent (incorporated by reference to the exhibits
filed with the Company's Annual Report on Form 10-K for
the year ended December 31, 1995) and Amendment No. 1
dated September 23, 1998 (incorporated by reference to
the exhibits filed with the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998).
5 The Company previously obtained determination
letters from the Internal Revenue Service ("IRS") that
the Plans were qualified. Pursuant to Item 8(b), the
Company undertakes to submit any amendments to the
Plans to the IRS in a timely manner and make all
changes required by the IRS to qualify the Plans.
*23.a Consent of PricewaterhouseCoopers LLP relating to
the financial statements and financial statement
schedules of the Company.
*23.b Consent of PricewaterhouseCoopers LLP relating to
the financial statements and financial statement
schedule of MascoTech, Inc.
*24 Power of Attorney, included on the Signatures page
of this Registration Statement on Form S-8.
_______________
*Filed herewith.
4
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Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 1933 Act;
(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
(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 (a)(i) and a(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability
under the 1933 Act, 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.
(c) 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 1933 Act, each filing of
the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act 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
1933 Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the
indemnification provisions described in Item 6
"Indemnification of Directors and Officers", or otherwise,
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 1933 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
5
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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 the 1933 Act and will be governed by the final
adjudication of such issue.
6
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan on
this 22nd day of March, 1999
MASCO CORPORATION
By /s/RICHARD A. MANOOGIAN
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard A.
Manoogian and Eugene A. Gargaro, Jr., and each of them, his or
her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he or she might or would do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this 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 Board March 22, 1999
Richard A. Manoogian and Chief Executive Officer
Principal Financial Officer:
/s/RICHARD G. MOSTELLER Senior Vice President- Finance March 22, 1999
Richard G. Mosteller
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Principal Accounting Officer:
/s/ROBERT B. ROSOWSKI Vice President- Controller March 22,1999
Robert B. Rosowski and Treasurer
/s/RAYMOND F. KENNEDY President and Chief March 22, 1999
Raymond F. Kennedy Operating Officer and Director
__________________________ Director March 22, 1999
Joseph L. Hudson, Jr.
/s/VERNE G. ISTOCK Director March 22, 1999
Verne G. Istock
/s/MARY ANN KREY Director March 22, 1999
Mary Ann Krey
/s/WAYNE B. LYON Director March 22, 1999
Wayne B. Lyon
/s/JOHN A. MORGAN Director March 22, 1999
John A. Morgan
___________________________ Director March 22, 1999
Arman Simone
/s/PETER W. STROH Director March 22, 1999
Peter W. Stroh
/s/THOMAS G. DENOMME Director March 22, 1999
Thomas G. Denomme
8
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The Plan(s). Pursuant to the requirements of the Securities Act
of 1933, the plan administrator of each of the employee benefit
plans, interests in which are registered hereby, has duly caused
this registration statement to be signed on their behalf by the
undersigned thereunto duly authorized, in the City of Taylor,
State of Michigan, on March 22, 1999.
MASCO CORPORATION
SALARIED SAVINGS PLAN 401(k)
By: MASCO CORPORATION, Administrator
BY: /s/RICHARD A. MANOOGIAN
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
MASCO CORPORATION
HOURLY SAVINGS PLAN 401(k)
By: MASCO CORPORATION, Administrator
BY: /s/ RICHARD A. MANOOGIAN
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
9
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Page
4.a Restated Certificate of Incorporation of the
Company and amendments thereto. Incorporated by
reference to the Exhibits filed with the Company's
Registration Statement on Form S-8 (1933 Act No.
333-64573).
*4.b Bylaws of the Company, as amended.
4.c Rights Agreement dated as of December 6, 1995,
between Masco Corporation and The Bank of New York,
as Rights Agent(incorporated by reference to the
exhibits filed with the Company's Annual Report on
Form 10-K for the year ended December 31, 1995) and
Amendment No. 1 dated September 23, 1998 (incorporated
by reference to the exhibits filed with the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998).
5 The Company previously obtained determination
letters from the Internal Revenue Service ("IRS")
that the Plans were qualified. Pursuant to
Item 8(b), the Company undertakes to submit any
amendments to the Plans to the IRS in a timely
manner and make all changes required by the IRS to
qualify the Plans.
*23.a Consent of PricewaterhouseCoopers LLP
relating to the financial statements and financial
statement schedules of the Company.
*23.b Consent of PricewaterhouseCoopers LLP
relating to the financial statements and financial
statement schedule of MascoTech, Inc.
*24 Power of Attorney, included on the Signatures
page of this Registration Statement on Form S-8.
_______________
*Filed herewith.
10
Exhibit 4(b)
BYLAWS
OF
MASCO CORPORATION
(a Delaware corporation)
(As Amended May 19, 1993)
ARTICLE I
Meetings of Stockholders
Section 1.01. Annual Meetings. The annual meeting of
stockholders for the election of Directors and for the trans
action of such other proper business, notice of which was given
in the notice of the meeting, shall be held on a date (other than
a legal holiday) in May or June of each year which shall be
designated by the Board of Directors, or on such other date to
which a meeting may be adjourned or re-scheduled, at such time
and place within or without the State of Delaware as shall be
designated in the notice of such meeting.
Section 1.02. Special Meetings. Except as otherwise
required by law, special meetings of stockholders of the Cor
poration may be called only by the Chairman of the Board, the
President or a majority of the Board of Directors, subject to the
rights of holders of any one or more classes or series of
preferred stock or any other class of stock issued by the
Corporation which shall have the right, voting separately by
class or series, to elect Directors. Special meetings shall be
held at such place within or without the State of Delaware and at
such hour as may be designated in the notice of such meeting and
the business transacted shall be confined to the object stated in
the notice of the meeting.
Section 1.03. Re-scheduling and Adjournment of Meetings.
Notwithstanding Sections 1.01 and 1.02 of this Article, the Board
of Directors may postpone and re-schedule any previously
scheduled annual or special meeting of stockholders. The person
presiding at any meeting is empowered to adjourn the meeting at
any time after it has been convened.
Section 1.04. Notice of Stockholders' Meetings. The notice
of all meetings of stockholders shall be in writing and shall
state the place, date and hour of the meeting. The notice of an
annual meeting shall state that the meeting is called for the
election of the Directors to be elected at such meeting and for
the transaction of such other business as is stated in the notice
of the meeting. The notice of a special meeting shall state the
purpose or purposes for which the meeting is called and shall
also indicate that it is being issued by or at the direction of
the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken which would, if taken, entitle
stockholders fulfilling the requirements of the General
Corporation Law to
<PAGE>
receive payment for their shares, the notice of such meeting
shall include a statement to that effect.
A copy of the notice of each meeting of stockholders shall
be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting at his record
address or at such other address as he may have furnished by
request in writing to the Secretary of the Corporation. If a
meeting is adjourned to another time or place, and, if any
announcement of the adjourned time or place is made at the
meeting, it shall not be necessary to give notice of the
adjourned meeting unless the adjournment is for more than thirty
days or the Directors, after adjournment, fix a new record date
for the adjourned meeting.
Notice of a meeting need not be given to any stockholder who
submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting. The attendance of a stockholder at
a meeting, in person or by proxy, without protesting prior to the
meeting the lack of notice of such meeting shall constitute a
waiver of notice of the meeting.
Section 1.05. Business to be Considered. Only those
matters stated to be considered in the notice of the meeting, or
of which written notice has been given to the Corporation either
by personal delivery to the Chairman of the Board or the
Secretary or by U.S. mail, postage prepaid, of a stockholder's
intent to bring the matter before the meeting, may be considered
at the Annual Meeting of Stockholders. Such notice shall be
received no later than 120 days in advance of the date on which
the Corporation's proxy statement was released to stockholders in
connection with the previous year's Annual Meeting.
Only that business brought before a special meeting pursuant
to the notice of the meeting may be conducted or considered at
such meeting.
Only such business brought before an annual or special
meeting of stockholders pursuant to these bylaws shall be
eligible to be conducted or considered at such meetings.
Section 1.06. Quorum. Except as otherwise required by law,
by the Certificate of Incorporation or by these bylaws, the
presence, in person or by proxy, of stockholders holding a
majority of the stock of the Corporation entitled to vote shall
constitute a quorum at all meetings of the stockholders. In case
a quorum shall not be present at any meeting, a majority in
interest of the stockholders entitled to vote thereat, present in
person or by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote
shall be present. At any such adjourned meeting at which the
requisite amount of stock
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entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed;
but only those stockholders entitled to vote at the meeting as originally
noticed shall be entitled to vote at any adjournment or adjournments
thereof.
Directors shall be elected by a plurality of the votes cast
at a meeting of stockholders by the holders of shares entitled to
vote in the election. Whenever any corporate action, other than
the election of Directors, is to be taken by vote of the
stockholders, except as otherwise required by the General
Corporation Law, the Certificate of Incorporation or these
bylaws, it shall be authorized by a majority of the votes cast on
the proposal by the holders of shares entitled to vote thereon at
a meeting of stockholders.
Section 1.07. Inspectors at Stockholders' Meetings. The
Board of Directors, in advance of any stockholders' meeting,
shall appoint one or more inspectors to act at the meeting or any
adjournment thereof and to make a written report thereof. In
case any inspector or alternate appointed is unable to act, the
person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his
ability.
The inspectors shall determine the number of shares out
standing and the voting power of each, and shares represented at
the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear
and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to
conduct the election or vote the fairness to all stockholders.
On request of the person presiding at the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence
of the facts stated and of the vote as certified by them.
Section 1.08. Presiding Officer at Stockholders' Meetings.
The Chairman, or the President, shall preside at Stockholders'
Meetings as more particularly provided in Article III hereof. In
the event that both the Chairman and the President shall be
absent or otherwise unable to preside, then a majority of the
Directors present at the meeting shall appoint one of the
Directors or some other appropriate person to preside.
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ARTICLE II
Directors
Section 2.01. Qualifications and Number; Term; Vacancies.
A Director need not be a stockholder, a citizen of the United
States, or a resident of the State of Delaware. The number of
Directors constituting the entire Board shall be not less than
five nor more than twelve, the exact number of Directors to be
determined from time to time by resolution adopted by affirmative
vote of a majority of the entire Board of Directors. The
Directors shall be divided into three classes, designated Class
I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of Directors
constituting the entire Board of Directors. Directors shall be
nominated and serve for such terms, and vacancies shall be
filled, as provided in the Certificate of Incorporation.
Directors may be removed only for cause.
Section 2.02. Place and Time of Meetings of the Board.
Regular and special meetings of the Board shall be held at such
places (within or without the State of Delaware) and at such
times as may be fixed by the Board or upon call of the Chairman
of the Board or of the executive committee or of any two
Directors, provided that the Board of Directors shall hold at
least four meetings a year.
Section 2.03. Quorum and Manner of Acting. A majority of
the entire Board of Directors shall constitute a quorum for the
transaction of business, but if there shall be less than a quorum
at any meeting of the Board, a majority of those present (or if
only one be present, then that one) may adjourn the meeting from
time to time and the meeting may be held as adjourned without
further notice. Except as provided to the contrary by the
General Corporation Law, by the Certificate of Incorporation or
by these bylaws, at all meetings of Directors, a quorum being
present, all matters shall be decided by the vote of a majority
of the Directors present at the time of the vote.
Section 2.04. Remuneration of Directors. In addition to
reimbursement for his reasonable expenses incurred in attending
meetings or otherwise in connection with his attention to the
affairs of the Corporation, each Director as such, and as a
member of any committee of the Board, shall be entitled to
receive such remuneration as may be fixed from time to time by
the Board.
Section 2.05. Notice of Meetings of the Board. Regular
meetings of the Board may be held without notice if the time and
place of such meetings are fixed by the Board. All regular
meetings of the Board, the time and place of which have not been
fixed by the Board, and all special meetings of the Board shall
be held upon twenty-four hours' notice to the Directors given by
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<PAGE>
letter or telegraph. No notice need specify the purpose of the
meeting. Any requirement of notice shall be effectively waived
by any Director who signs a waiver of notice before or after the
meeting or who attends the meeting without protesting (prior
thereto or at its commencement) the lack of notice to him;
provided, however, that a regular meeting of the Board may be
held without notice immediately following the annual meeting of
the stockholders at the same place as such meeting was held, for
the purpose of electing officers and a Chairman of the Board for
the ensuing year.
Section 2.06. Executive Committee and Other Committees.
The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate from among its members an
Executive Committee and other committees to serve at the pleasure
of the Board. Each Committee shall consist of such number of
Directors as shall be specified by the Board in the resolution
designating the Committee. Except as set forth below, the
Executive Committee shall have all of the authority of the Board
of Directors. Each other committee shall be empowered to perform
such functions, as may, by resolution, be delegated to it by the
Board.
The Board of Directors may designate one or more Directors
as alternate members of any such committee, who may replace any
absent member or members at any meetings of such committee.
Vacancies in any committee, whether caused by resignation or by
increase in the number of members constituting said committee,
shall be filled by a majority of the entire Board of Directors.
The Executive Committee may fix its own quorum and elect its own
Chairman. In the absence or disqualification of any member of
any such committee, the member or members thereof present at any
meeting and not disqualified from voting whether or not he or
they constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in place of any
such absent or disqualified member.
Section 2.07. Action Without Meeting. Any action required
or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting, if prior to such action a written consent thereto is
signed by all members of the Board, or of such committee as the
case may be, and such written consent if filed with the minutes
of proceedings of the Board or committee.
ARTICLE III
Officers
Section 3.01. Officers. The Board of Directors, at its
first meeting held after the annual meeting of stockholders in
each year shall elect a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary, a Treasurer and a
Controller, and may, in
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its discretion, also appoint from time to time, such other officers or
agents as it may deem proper. The Chairman shall be elected from
among the members of the Board of Directors.
Any two or more offices may be held by the same person.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of
the Board of Directors following the next annual meeting of
stockholders and until his successor has been elected and
qualified; provided, however, that the Board of Directors may
remove any officer for cause or without cause at any time.
Section 3.02. Chairman of the Board. The Chairman shall
preside, unless he designates another to act in his stead, at all
meetings of the Stockholders, the Board of Directors, and the
Executive Committee and shall be a member ex officio of all
committees appointed by the Board of Directors, except that the
Board may, at his request, excuse him from membership on a
committee. The Chairman shall be the chief executive officer of
the Corporation and shall have the power on behalf of the
Corporation to enter into, execute and deliver all contracts,
instruments, conveyances or documents and to affix the corporate
seal thereto. The Chairman shall do and perform all acts and
duties herein specified or which may be assigned to him from time
to time by the Board of Directors.
Section 3.03. Chairman Emeritus. If the Board shall elect
a Chairman Emeritus, he or she shall, at the request of the
Chairman of the Board or in his absence or inability to act if
the Board shall not designate another member, preside at the
meetings of the Board. The Chairman Emeritus shall also perform
such duties which may be assigned to him by the Chairman of the
Board.
Section 3.04. President. At the request of the Chairman of
the Board or in his absence or inability to act, the President
shall preside at meetings of the Stockholders. The President
shall be the chief operating officer of the Corporation and as
such, subject to the direction of the Chairman of the Board, be
responsible for the operations of the Corporation and shall also
perform such other duties as may be prescribed by the Board of
Directors or the Executive Committee or the Chairman of the
Board. The President shall have the power on behalf of the
Corporation to enter into, execute, or deliver all contracts,
instruments, conveyances or documents and to affix the corporate
seal thereto.
Section 3.05. Secretary. The Secretary shall keep minutes
of the proceedings taken and the resolutions adopted at all
meetings of the stockholders, the Board of Directors and the
Executive Committee, and shall give due notice of the meetings of
the stockholders, the Board of Directors and the Executive
Committee. He shall have charge of the seal and all books and
papers of
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the corporation, and shall perform all duties incident
to his office. In case of the absence or disability of the
Secretary, his duties and powers may be exercised by such person
as may be appointed by the Board of Directors or the Executive
Committee.
Section 3.06. Treasurer. The Treasurer shall receive all
the monies belonging to the Corporation, and shall forthwith
deposit the same to the credit of the Corporation in such
financial institution as may be selected by the Board of
Directors or the Executive Committee. He shall keep books of
account and vouchers for all monies disbursed. He shall also
perform such other duties as may be prescribed by the Board of
Directors or Executive Committee or the President and in case of
the absence or disability of the Treasurer, his duties and powers
may be exercised by such person as may be appointed by the Board
of Directors or Executive Committee.
Section 3.07. Controller. The Controller shall have
custody of the financial records of the Corporation and shall
keep full and accurate books and records of the financial
transactions of the Corporation. He shall determine the methods
of accounting and reporting for all entities comprising the
Corporation and shall be responsible for assuring adequate
systems of internal control.
The Controller shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
they may request it, a report on the financial condition of the
Corporation and on the results of its operations.
ARTICLE IV
Capital Stock
Section 4.01. Share Certificates. Each certificate
representing shares of the Corporation shall be in such form as
may be approved by the Board of Directors, and, when issued,
shall contain upon the face or back thereof the statements
prescribed by the General Corporation Law and by any other
applicable provision of law. Each such certificate shall be
signed by the Chairman of the Board or the President or a Vice
President and by the Secretary or Treasurer or an Assistant
Secretary or Assistant Treasurer. The signatures of said
officers upon a certificate may be facsimile if the certificate
is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee. In case any
officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at
the date of issue.
Section 4.02. Lost, Destroyed or Stolen Certificates. No
certificate representing shares shall be issued in place of any
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certificate alleged to have been lost, destroyed or stolen,
except on production of evidence of such loss, destruction or
theft and on delivery to the Corporation, if the Board of
Directors shall so require, of a bond of indemnity in such
amount, upon such terms and secured by such surety as the Board
of Directors may in its discretion require.
Section 4.03. Transfer of Shares. The shares of stock of
the Corporation shall be transferable or assignable on the books
of the Corporation only by the person to whom they have been
issued or his legal representative, in person or by attorney, and
only upon surrender of the certificate or certificates
representing such shares properly assigned. The person in whose
name shares of stock shall stand on the record of stockholders of
the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.
Section 4.04. Record Dates. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other action, the Board may fix, in advance, a
date as the record date of any such determination of
stockholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than
sixty days prior to any other action.
ARTICLE V
Miscellaneous
Section 5.01. Signing of Instruments. All checks, drafts,
notes, acceptances, bills of exchange, and orders for the payment
of money shall be signed in such manner as may be provided and by
such person or persons as may be authorized from time to time by
resolution of the Board of Directors or the Executive Committee
or these bylaws.
Section 5.02. Corporate Seal. The seal of the Corporation
shall consist of a metal disc having engraved thereon the words
"Masco Corporation, Delaware."
Section 5.03. Fiscal Year. The fiscal year of the Cor
poration shall begin on the first day of January of each year and
shall end on the thirty-first day of December following.
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ARTICLE VI
Amendments of Bylaws
Section 6.01. Amendments. Except as provided to the
contrary by the General Corporation Law, by the Certificate of
Incorporation or by these bylaws, these bylaws may be amended or
repealed at a meeting, (1) by vote of a majority of the whole
Board of Directors, provided that notices of the proposed
amendments shall have been sent to all the Directors not less
than three days before the meeting at which they are to be acted
upon, or at any regular meeting of the Directors by the unanimous
vote of all the Directors present, or (2) by the affirmative vote
of the holders of at least 80% of the stock of the Corporation
generally entitled to vote, voting together as a single class.
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and related prospectus of our
report dated February 13, 1998, on our audits of the consolidated
financial statements and financial statement schedule of Masco
Corporation and subsidiaries as of December 31, 1997 and 1996 and
for each of the three years in the period ended
December 31, 1997, which report is included in the Annual Report
on Form 10-K of Masco Corporation for the fiscal year ended
December 31, 1997.
Detroit, Michigan
March 19, 1999
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and related prospectus of our
report dated February 17, 1998, on our audits of the consolidated
financial statements and financial statement schedule of
MascoTech, Inc. and subsidiaries as of December 31, 1997 and 1996
and for each of the three years in the period ended
December 31, 1997, which report is included in the Annual Report
on Form 10-K of Masco Corporation for the fiscal year ended
December 31, 1997.
Detroit, Michigan
March 19, 1999
