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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2000
REGISTRATION NO. 333-40120
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 38-1794485
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
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)
-------------------------------------
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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 17, 2000
PROSPECTUS
163,717 SHARES
MASCO CORPORATION
COMMON STOCK
------------------
This prospectus covers 163,717 shares of Masco
Corporation common stock that may be offered and sold by a
certain stockholder of Masco Corporation. Masco will not
receive any proceeds from these sales.
The selling stockholder may sell his shares at the
market price prevailing at the time of sale or at negotiated
prices.
Masco Corporation common stock is traded on the New
York Stock Exchange under the symbol "MAS". ON AUGUST 15, 2000
THE CLOSING PRICE OF THE COMMON STOCK WAS $20.50 PER SHARE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is August , 2000.
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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.
MASCO CORPORATION
Masco manufactures and sells home improvement and building products,
with emphasis on brand name products holding leadership positions in their
markets. Masco's principal product and services groups are kitchen and bath
products, primarily faucets and cabinets, architectural coatings, and builders'
hardware and other specialty products and services. Masco is among the largest
manufacturers in North America of brand name consumer products designed for the
home improvement and home building industries. Masco's operations consist of two
business segments, North America and International. Approximately 81% of Masco's
sales are from operations in North America. International operations, currently
in 13 countries, principally in Europe, comprise the balance.
Masco's principal executive offices are located at:
21001 Van Born Road
Taylor, Michigan 48180
Telephone: 313-274-7400
SELLING STOCKHOLDER
The selling stockholder is Mark W. Dings, WHO RECEIVED HIS shares of
Masco common stock IN SEPTEMBER 1999 IN A TRANSACTION WITH A SUBSIDIARY OF
MASCO. MR. DINGS WAS EMPLOYED BY MASCO FOLLOWING THE 1999 TRANSACTION, BUT DID
NOT HAVE ANY MATERIAL RELATIONSHIP WITH MASCO FOR THE THREE YEARS PRECEDING THE
TRANSACTION.
The shares of Masco common stock offered by the selling stockholder are
all of the shares owned by him. IN CONNECTION WITH HIS ACQUISITION OF SHARES OF
MASCO COMMON STOCK OFFERED BY THIS PROSPECTUS, THE SELLING STOCKHOLDER AND MASCO
ENTERED INTO AN AGREEMENT WHICH PROVIDES THAT MASCO AND THE SELLING STOCKHOLDER
SHOULD EACH INDEMNIFY AND HOLD THE OTHER HARMLESS AGAINST LIABILITY FOR
MISSTATEMENTS OR OMISSIONS OF MATERIAL FACT IN CONNECTION WITH THIS OFFERING.
The selling stockholder includes donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this prospectus
from the selling stockholder as a gift, pledge or other non-sale related
transfer. In addition, upon Masco being notified by the selling stockholder that
a donee, pledgee, transferee or other successor-in-interest intends to sell more
than 500 shares, a supplement to this prospectus will be filed with the SEC.
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PLAN OF DISTRIBUTION
The selling stockholder may sell some or all of his shares of Masco
common stock from time to time by the following methods:
- through brokers, dealers or other agents;
- directly to one or more purchasers, including pledgees;
- in transactions, including cross or block transactions, on the
exchanges on which the common stock is listed for trading;
- in privately negotiated transactions, including sales pursuant to
pledges;
- in the over-the-counter market;
- by selling exchange-traded call options;
- by buying exchange-traded put options; or
- in a combination of such transactions.
If the selling stockholder sells exchange-traded call options against his
shares of Masco common stock, this prospectus will be used in connection with
the sale of those call options. This prospectus will also be used if the selling
stockholder who has sold exchange-traded call options or has purchased
exchange-traded put options uses his shares of Masco common stock to settle the
call options or to exercise the put options.
In making sales, brokers, dealers or other agents engaged by the selling
stockholder may arrange for other brokers, dealers or agents to participate in
the resale. The selling stockholder may also loan or pledge his shares of Masco
common stock to a broker, dealer or other agent and such broker, dealer or other
agent may sell the shares so loaned, or upon a default the broker, dealer or
other agent may make sales of the pledged shares, in each case pursuant to this
prospectus.
Any of the transactions described above may be effected by the selling
stockholder at market prices prevailing at the time of sale, at prices related
to prevailing market prices, at negotiated prices or at fixed prices, which may
be changed.
Brokers, dealers or other agents participating in these transactions may
receive compensation in the form of commissions, discounts or concessions from
the selling stockholder in amounts to be negotiated in connection with such
transactions. The selling stockholder and any such brokers, dealers and any
other participating agents may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended, and any commission, discount or
concession received by them may be deemed to be an underwriting discount or
commission under the Securities 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 under this prospectus.
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Masco will pay the registration fee and its own costs and expenses for
registering the shares to be sold by the selling stockholder. The selling
stockholder will pay his own costs and expenses, including any commissions and
discounts payable to brokers, dealers or other agents for sales of his Masco
common stock. The selling stockholder may indemnify any brokers, dealers or
other agents that participate in his sale transactions against certain
liabilities, including liabilities arising under the Securities Act. Masco has
agreed to indemnify the selling stockholder, and the selling stockholder has
agreed to indemnify Masco, against certain liabilities, including liabilities
arising under the Securities Act.
EXPERTS
Masco's consolidated financial statements and financial statement schedule
and the consolidated financial statements and financial statement schedule of
MascoTech, Inc. appearing in Masco's most recent Annual Report on Form 10-K have
been audited by PricewaterhouseCoopers LLP, independent accountants, as set
forth in their reports appearing therein. These financial statements and
financial statement schedules are incorporated herein by reference and in
reliance upon such reports, given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Masco files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document Masco files at the SEC's Public Reference Room located at 450
Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information on the Public Reference Room. Masco's SEC filings are also
available to you at the SEC's Web site at http:/www.sec.gov.
The SEC allows Masco to "incorporate by reference" the information it files
with the SEC, which means that Masco can disclose important information to you
by referring you directly to those publicly available documents. The information
incorporated by reference is considered to be part of this prospectus. In
addition, information that Masco files with the SEC in the future will
automatically update and supersede information contained in this prospectus.
Masco incorporates by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling stockholder has sold all of
the common stock offered by this prospectus.
- Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
- Quarterly REPORTS on Form 10-Q for the QUARTERS ended March 31, 2000
AND JUNE 30, 2000.
- Proxy Statement dated April 24, 2000, in connection with the Annual
Meeting of Stockholders held on May 17, 2000.
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- Current Report on Form 8-K filed with the SEC June 23, 2000.
- The description of Masco common stock contained in the amendment on
Form 8 dated May 22, 1991 to its registration statement on Form 8-A and the
description of Masco preferred stock purchase rights contained in the
amendment on Form 8-A 12B/A dated March 18, 1999 to its registration
statement on Form 8-A.
You may obtain free copies of any of these documents by writing to or
telephoning us at the following address or by visiting Masco's web site at
http://www.masco.com. However, the information on the web site is not a part of
this prospectus.
Samuel A. Cypert
Investor Relations
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Telephone: 313-274-7400
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses will be paid by Masco:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . $814.45
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers Masco 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 Masco or is
or was serving as such with respect to another corporation or other entity at
the request of Masco. Article Fifteenth of Masco'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 Masco shall be indemnified and held harmless by Masco to
the fullest extent authorized by the General Corporation Law of Delaware against
all expense, liability and loss (including without limitation attorneys' fees,
judgments, fines and amounts paid in settlement) reasonably incurred or suffered
by such person in connection therewith. The rights conferred by Article
Fifteenth are contractual rights and include the right to be paid by Masco the
expenses incurred in defending such action, suit or proceeding in advance of the
final disposition thereof.
Article Fourteenth of Masco's Restated Certificate of Incorporation
provides that Masco's directors will not be personally liable to Masco or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors, except for liability (a) for any breach of the director's
duty of loyalty to Masco 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 the director derived improper
personal benefit.
Masco'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 3.i Restated Certificate of Incorporation of Masco Corporation
and amendments thereto. Incorporated herein by reference to
the Exhibits filed with Masco's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998.
Exhibit 3.ii Bylaws of Masco Corporation, as amended on May 19, 1993.
Incorporated herein by reference to the Exhibits filed with
Masco's Annual Report on Form 10-K for the year ended
December 31, 1998.
Exhibit 4 Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York, as Rights Agent
(incorporated herein by reference to the Exhibits filed with
Masco's Annual Report on Form 10-K for the year ended
December 31, 1995), as amended by Amendment No. 1 dated as of
September 23, 1998 (incorporated by reference to the Exhibits
filed with Masco's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998).
Exhibit 5 Opinion of John R. Leekley.*
Exhibit 23.a Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial statement
schedule of Masco Corporation.*
Exhibit 23.b Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial statement
schedule 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.*
* Filed PREVIOUSLY
ITEM 17. UNDERTAKINGS
1. Masco Corporation 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;
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(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 (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 with the SEC by Masco
Corporation 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. Masco Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Masco Corporation'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
Masco Corporation pursuant to the provisions referred to in Item 15 above, or
otherwise (other than the insurance policies referred to in Item 15), Masco
Corporation 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 Masco Corporation of
expenses incurred or paid by a director, officer or controlling person of Masco
Corporation 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, Masco Corporation 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 Registration
Statement AMENDMENT to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Taylor, State of Michigan, on the 17TH day of
AUGUST, 2000.
MASCO CORPORATION
By: /s/ Richard A. Manoogian
------------------------------------
Richard A. Manoogian
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement AMENDMENT has been signed by the following persons in the capacities
and on the date Indicated.
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SIGNATURE TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard A. Manoogian Chairman and Chief Executive AUGUST 17, 2000
----------------------------
Richard A. Manoogian Officer and Director
PRINCIPAL FINANCIAL OFFICER:
*
---------------------------- Senior Vice President - Finance AUGUST 17, 2000
Richard G. Mosteller
PRINCIPAL ACCOUNTING OFFICER:
*
---------------------------- Vice President - Controller and AUGUST 17, 2000
Robert B. Rosowski Treasurer
S-1
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*
---------------------------- Director AUGUST 17, 2000
Thomas G. Denomme
*
---------------------------- Director AUGUST 17, 2000
Joseph L. Hudson, Jr.
*
---------------------------- Director AUGUST 17, 2000
Verne G. Istock
*
---------------------------- President and Chief Operating
Raymond F. Kennedy Officer and Director AUGUST 17, 2000
*
---------------------------- Director AUGUST 17, 2000
Mary Ann Krey
*
---------------------------- Director AUGUST 17, 2000
Wayne B. Lyon
*
---------------------------- Director AUGUST 17, 2000
John A. Morgan
*
---------------------------- Director AUGUST 17, 2000
Arman Simone
*
---------------------------- Director AUGUST 17, 2000
Peter W. Stroh
*SIGNED BY POWER OF ATTORNEY
/s/ Richard A. Manoogian
----------------------------
RICHARD A. MANOOGIAN
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 3.i Restated Certificate of Incorporation of Masco
Corporation and amendments thereto. Incorporated herein
by reference to the Exhibits filed with Masco's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
Exhibit 3.ii Bylaws of Masco Corporation, as amended on May 19,
1993. Incorporated herein by reference to the Exhibits
filed with Masco's Annual Report on Form 10-K for the
year ended December 31, 1998.
Exhibit 4 Rights Agreement dated as of December 6, 1995, between
Masco Corporation and The Bank of New York, as Rights
Agent (incorporated herein by reference to the Exhibits
filed with Masco's Annual Report on Form 10-K for the
year ended December 31, 1995), as amended by Amendment
No.1 dated as of September 23, 1998 (incorporated by
reference to the Exhibits filed with Masco's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998).
Exhibit 5 Opinion of John R. Leekley.*
Exhibit 23.a Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial
statement schedule of Masco Corporation.*
Exhibit 23.b Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial
statement schedule 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.*
*Filed PREVIOUSLY
