As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-40122
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT No. 2
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 (IRS Employer Identification
incorporation) 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) 274-7405
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of communications to:
John M. Brandow
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212)450-4000
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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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus included as part of this Registration
Statement will be used in connection with the offer and sale of Securities of
the Registrant with a proposed maximum offering price of $109,491,630
previously registered under the Registrant's Registration Statement on Form S-3
bearing Registration No. 33-56043, in respect of which Registrant paid filing
fees aggregating $37,756.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES 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 November 1, 2000
$1,500,000,000
Masco Corporation
Debt Securities
Common Stock
($1 Par Value)
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We may offer and issue debt securities and shares of our common stock from
time to time. This prospectus describes the general terms of these securities
and the general manner in which we will offer them. We will provide the
specific terms of these securities in supplements to this prospectus. The
prospectus supplements will also describe the specific manner in which we will
offer these securities.
Our common stock is listed on the New York Stock Exchange under the symbol
"MAS". On October 31, 2000, the closing price of our common stock was $18.69
per share.
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Neither the Securities and Exchange Commission nor any state securities
regulators has approved or disapproved these securities, or determined whether
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
We may offer these securities in amounts, at prices and on terms
determined at the time of offering. We may sell the securities directly to you,
through agents we select, or through underwriters and dealers we select. If we
use agents, underwriters or dealers to sell these securities, we will name them
and describe their compensation in a prospectus supplement.
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The date of this prospectus is __________, 2000.
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Table of Contents
Caption Page
MASCO CORPORATION ........................................ 3
USE OF PROCEEDS .......................................... 3
RATIO OF EARNINGS TO FIXED CHARGES ....................... 4
DESCRIPTION OF DEBT SECURITIES ........................... 4
DESCRIPTION OF CAPITAL STOCK ............................. 11
PLAN OF DISTRIBUTION ..................................... 13
LEGAL OPINIONS ........................................... 14
EXPERTS .................................................. 14
WHERE YOU CAN FIND MORE INFORMATION ...................... 14
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We are engaged principally in the manufacture and sale of home improvement
and building products, with emphasis on brand name products holding leadership
positions in their markets. These products are sold to the home improvement and
home construction markets through mass merchandisers, home centers, hardware
stores, wholesalers and other outlets for consumers and contractors.
Factors which affect our results of operations include the levels of home
improvement and residential construction activity principally in the U.S. and
Europe, cost management, fluctuations in the principal European currencies, the
increasing importance of home centers as distributors of home improvement and
building products and our ability to maintain leadership positions in our
markets with increasing global competition. Historically, we have been able to
largely offset cyclical declines in housing markets through new product
introductions and acquisitions as well as market share gains.
In this prospectus and in the documents we incorporate by reference, we
state our views about our future performance. These views, which constitute
"forward looking statements" under the Private Securities Litigation Reform Act
of 1995, involve risks and uncertainties that are difficult to predict and may
cause our actual results to differ materially from the results discussed in
such forward-looking statements.
You should rely only on the information contained in this prospectus, in
the accompanying prospectus supplement and in material we file with the
Securities and Exchange Commission. We have not authorized anyone to provide
you with information that is different.
We are offering to sell, and seeking offers to buy, the securities
described in the Prospectus only where offers and sales are permitted. Since
information that we file with the SEC in the future will automatically update
and supersede information contained in this prospectus or any accompanying
prospectus supplement, you should not assume that the information contained in
this prospectus or in any prospectus supplement is accurate as of any date
other than the date on the front of the document.
MASCO CORPORATION
Masco Corporation manufactures, sells and installs home improvement and
building products, with emphasis on brand name products holding leadership
positions in their markets. Our business segments are: plumbing products;
cabinets and related products; decorative architectural products; insulation
installation and other services; and other specialty products. Masco is among
the largest manufacturers in North America of brand name consumer products
designed for the home improvement and home building industries. Approximately
81% of Masco's sales are generated by operations in North America.
International operations, currently established in 13 countries, principally in
Europe, comprise the balance.
Our executive offices are located at 21001 Van Born Road, Taylor, Michigan
48180. Our telephone number is (313) 274-7400 and our website address is
http://www.masco.com. Except as the context otherwise indicates, the terms
"Masco," "we," "us," and "our" refer to Masco Corporation.
USE OF PROCEEDS
We expect to use substantially all of the net proceeds from sales of the
securities described in this prospectus for our general corporate purposes,
which may include making additions to our working capital, repaying
indebtedness, financing acquisitions and investments in new or existing lines
of business. We will describe our intended use of the proceeds from a
particular offering of securities in the related prospectus supplement. Funds
not required immediately for any of the previously listed purposes may be
invested in marketable securities.
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RATIO OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges were as follows:
Six Months Year Ended December 31,
Ended June 30, -------------------------------------
2000 1999 1998 1997 1996 1995
--------------- ---- ---- ---- ---- ----
6.5 7.0 7.6 7.5 7.2 5.2
We calculated these ratios by dividing earnings before income taxes,
extraordinary income and fixed charges by our fixed charges. We included in the
ratios the earnings and fixed charges of Masco and its consolidated
subsidiaries and the dividends received from 50% or less owned companies less
our equity in their undistributed earnings. Fixed charges consist of interest,
amortization of debt expense and the portion of rentals for real and personal
properties which we deem representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
Debt May Be Senior or Subordinated
We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under our
Senior Debt Indenture, as defined below, and will rank on a parity with all of
our other unsecured and unsubordinated debt. The subordinated debt securities
will be issued under our Subordinated Debt Indenture, as defined below, and
will be subordinate and junior in right of payment, as set forth in the
Subordinated Debt Indenture, to all of our "senior indebtedness," which is
defined in our Subordinated Debt Indenture. If this prospectus is being
delivered in connection with a series of subordinated debt securities, the
accompanying prospectus supplement or the information we incorporate in this
prospectus by reference will indicate the approximate amount of senior
indebtedness outstanding as of the end of the most recent fiscal quarter. We
refer to our Senior Debt Indenture and our Subordinated Debt Indenture
individually as an "indenture" and collectively as the "indentures."
We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the applicable indenture, which describes
completely the terms and definitions summarized below and contains additional
information regarding the debt securities.
Any reference to particular sections or defined terms of the applicable
indenture in any statement under this heading qualifies the entire statement
and incorporates by reference the applicable section or definition into that
statement. The indentures are substantially identical, except for the
provisions relating to our negative pledge and limitations on sales and
leasebacks, which are included in the Senior Debt Indenture only, and to
subordination.
We may issue debt securities from time to time in one or more series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these types of
debt securities will receive payments of principal or interest that depend upon
the value of the applicable currency, security or basket of securities,
commodity or index on the relevant payment dates. As a result, you may receive
a payment of principal on any principal payment date, or a payment of interest
on any interest payment date, that is greater than or less than the amount of
principal or interest otherwise payable on such dates, depending upon the value
on such dates of the applicable currency, security or basket of securities,
commodity or index. Information as to the methods for determining the amount of
principal or interest payable on any date, the currencies, securities or
baskets of securities, commodities or indices to which the amount payable on
such date is linked and any additional United States federal income tax
considerations will be set forth in the applicable prospectus supplement.
Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that
at the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount.
We may, without the consent of the existing holders of any series of debt
securities, issue additional debt securities having the same terms so that the
existing debt securities and the new debt securities form a single series under
the indenture.
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Terms Specified in Prospectus Supplement
The prospectus supplement will contain, where applicable, the following
terms of and other information relating to any offered debt securities:
o classification as senior or subordinated debt securities and the specific
designation of such securities;
o aggregate principal amount and purchase price;
o currency in which the debt securities are denominated and/or in which
principal, and premium, if any, and/or interest, if any, is payable;
o minimum denominations;
o date of maturity;
o the interest rate or rates or the method by which a calculation agent will
determine the interest rate or rates, if any;
o the interest payment dates, if any;
o the place or places for payment of the principal of and any premium and/or
interest on the debt securities;
o any repayment, redemption, prepayment or sinking fund provisions,
including any redemption notice provisions;
o whether we will issue the debt securities in definitive form and under
what terms and conditions;
o the terms on which holders of the debt securities may convert or exchange
these securities into our common stock or other securities of Masco or
other entities, any specific terms relating to the adjustment of the
conversion or exchange feature and the period during which the holders may
make the conversion or exchange;
o information as to the methods for determining the amount of principal or
interest payable on any date and/or the currencies, securities or baskets
of securities, commodities or indices to which the amount payable on that
date is linked;
o any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;
o any special United States federal income tax consequences applicable to
the debt securities being issued; and
o any other specific terms of the debt securities, including any additional
events of default or covenants, and any terms required by or advisable
under applicable laws or regulations.
Registration and Transfer of Debt Securities
You may present debt securities for exchange and transfer in the manner,
at the places and subject to the restrictions described in the prospectus
supplement. We will provide you those services free of charge, although you may
have to pay any tax or other governmental charge payable in connection with any
exchange or transfer, as set forth in the applicable indenture.
If any of the debt securities are held in global form, the procedures for
transfer of interests in those securities will depend upon the procedures of
the depositary for those global securities. See "Global Securities."
Defeasance
Defeasance means we may terminate most of our obligations under the
applicable indenture with respect to such series, including our obligations to
comply with the restrictive covenants described in this prospectus, on the
terms and subject to the conditions contained in the indentures, by depositing
in trust with the appropriate trustee money or obligations of the United States
sufficient to pay the principal of, premium, if any, and interest on the debt
securities of such series. We must deliver to the trustee an opinion of counsel
to the effect that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for United
States federal income tax purposes. We must also deliver a ruling to such
effect received from or published by the United States Internal Revenue Service
if we are discharged from our obligations with respect to debt securities.
Indentures
Debt securities that will be senior debt will be issued under an Indenture
between Masco and Bank One Trust Company, National Association, as trustee. We
call that indenture, as further supplemented from time to time, the Senior Debt
Indenture. Debt securities that will be subordinated debt will be issued under
an Indenture between Masco Corporation and The Bank of New York, as trustee. We
call that indenture, as further supplemented from time to time, the
Subordinated Debt Indenture. We refer to Bank One Trust Company and The Bank of
New York individually as a "trustee" and collectively as the "trustees."
Subordination Provisions
There are contractual provisions in the Subordinated Debt Indenture that
may prohibit us from making payments on our subordinated debt securities.
Subordinated debt securities are subordinate and junior in right of payment, to
the
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extent and in the manner stated in the Subordinated Debt Indenture, to all of
our senior indebtedness.
The Subordinated Debt Indenture defines senior indebtedness generally as
obligations of, or guaranteed or assumed by, Masco for borrowed money or
evidenced by bonds, notes or debentures or other similar instruments or
incurred in connection with the acquisition of property, and amendments,
renewals, extensions, modifications and refundings of any of that indebtedness
or of those obligations. The subordinated debt securities and any other
obligations specifically designated as being subordinate in right of payment to
senior indebtedness are not senior indebtedness as defined under the
Subordinated Debt Indenture.
The Subordinated Debt Indenture provides that, unless all principal of and
any premium or interest on the senior indebtedness has been paid in full, or
provision has been made to make those payments in full, no payment of principal
of, or any premium or interest on, any subordinated debt securities may be made
in the event:
o of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or a
substantial part of our property;
o a default has occurred in the payment of principal, any premium, interest
or other monetary amounts due and payable on any senior indebtedness, and
that default has not been cured or waived or has not ceased to exist;
o there has occurred any other event of default with respect to senior
indebtedness that permits the holder or holders of the senior indebtedness
to accelerate the maturity of the senior indebtedness, and that event of
default has not been cured or waived or has not ceased to exist; or
o that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the Subordinated Debt Indenture and that declaration has not
been rescinded and annulled as provided under the Subordinated Debt
Indenture.
Covenants Restricting Pledges, Mergers and Other Significant Corporate Actions
In the following discussion, we use a number of capitalized terms which
have special meanings under the indentures. We provide definitions of these
terms under "Definitions" below.
Negative Pledge. Section 10.04 of the Senior Debt Indenture provides that
so long as any of the senior debt securities remains outstanding, we will not,
nor will we permit any Consolidated Subsidiary to, issue, assume or guarantee
any Debt if such Debt is secured by a mortgage upon any Principal Property or
upon any shares of stock or indebtedness of any Consolidated Subsidiary which
owns or leases any Principal Property, whether such Principal Property is owned
on the date of the Senior Debt Indenture or is thereafter acquired, without in
any such case effectively providing that the senior debt securities shall be
secured equally and ratably with such Debt, except that the foregoing
restrictions shall not apply to:
o mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Consolidated Subsidiary;
o mortgages on property existing at the time of acquisition thereof, or to
secure Debt incurred for the purpose of financing all or any part of the
purchase price of such property, or to secure any Debt incurred prior to
or within 120 days after the later of the acquisition, completion of
construction or improvement or the commencement of commercial operation of
such property, which Debt is incurred for the purpose of financing all or
any part of the purchase price thereof or construction or improvements
thereon;
o mortgages securing Debt owing by any Consolidated Subsidiary to the
Company or another Consolidated
Subsidiary;
o mortgages on property of a corporation existing at the time such
corporation is merged or consolidated with us or a Consolidated Subsidiary
or at the time of a sale, lease or other disposition of the properties of
the corporation or firm as an entirety or substantially as an entirety to
us or a Consolidated Subsidiary, provided that no such mortgage shall
extend to any other Principal Property of the Company or any Consolidated
Subsidiary or any shares of capital stock or any indebtedness of any
Consolidated Subsidiary which owns or leases a Principal Property;
o mortgages on our property or a Consolidated Subsidiary's property in favor
of the United States of America, any State thereof, or any other country,
or any political subdivision of any thereof, to secure payments pursuant
to any contract or statute, including Debt of the pollution control or
industrial revenue bond type, or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price
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or the cost of construction of the property subject to such mortgages; or
o one or more extensions, renewals or replacements, in whole or in part, of
mortgages existing at the date of the Senior Debt Indenture or any
mortgage referred to in the preceding five bullet points as long as those
extensions, renewals or replacements do not increase the amount of Debt
secured by the mortgage or cover any additional property.
Notwithstanding the above, we may, and may permit, any Consolidated
Subsidiary to issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions, provided that after giving effect
thereto the total of the aggregate amount of such Debt then outstanding,
excluding secured Debt permitted under the foregoing exceptions, and the
aggregate amount of Attributable Debt in respect of sale and lease-back
arrangements at such time, does not exceed 5% of Consolidated Net Tangible
Assets, determined as of a date not more than 90 days prior thereto. The
Subordinated Debt Indenture does not include negative pledge provisions.
Limitation on Sales and Leasebacks. Under the Senior Debt Indenture, we
and our Consolidated Subsidiaries are not allowed to enter into any sale and
leaseback arrangement involving a Principal Property which has a term of more
than three years, except for sale and leaseback arrangements between us and a
Consolidated Subsidiary or between Consolidated Subsidiaries, unless:
o we or the Consolidated Subsidiary could incur Debt secured by a mortgage
on that Principal Property at least equal to the amount of Attributable
Debt resulting from that sale and leaseback transaction without having to
equally and ratably secure the senior debt securities in the manner
described above under "Negative Pledge" or
o we apply an amount equal to the greater of the net proceeds of the sale of
the Principal Property or the fair market value of the Principal Property
within 120 days of the effective date of the sale and leaseback
arrangement to the retirement of our or a Consolidated Subsidiary's Funded
Debt, including the senior debt securities.
However, we cannot satisfy the second test by retiring:
o Funded Debt that we were otherwise obligated to repay within the 120-day
period,
o Funded Debt owned by us or by a Consolidated Subsidiary or
o Funded Debt that is subordinated in right of payment to the senior debt
securities.
The Subordinated Debt Indenture does not include any limitations on sales
and leasebacks.
Consolidation, Merger or Sale of Assets. The Senior Debt Indenture
provides that we will not consolidate or merge with or into any other
corporation and will not sell or convey our property as an entirety, or
substantially as an entirety, to another corporation if, as a result of such
action, any Principal Property would become subject to a mortgage, unless
either:
o such mortgage could be created pursuant to Section 10.04 of the Senior
Debt Indenture without equally and ratably securing the senior debt
securities or
o the senior debt securities shall be secured prior to the Debt secured by
such mortgage.
Each of the indentures provides that we may consolidate or merge or sell
all or substantially all of our assets if:
o we are the continuing corporation or if we are not the continuing
corporation, such continuing corporation is organized and existing under
the laws of the United States of America or any state thereof or the
District of Columbia and assumes by supplemental indenture the due and
punctual payment of the principal of, and the premium, if any, and
interest on the debt securities and the due and punctual performance and
observance of all of the covenants and conditions of the applicable
Indenture to be performed by us and
o we are not, or such continuing corporation is not, in default in the
performance of any such covenant or condition immediately after such
merger, consolidation or sale of assets.
Definitions
"Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the Senior Debt Indenture to mean, at the time of determination, the
lesser of:
o the fair value of the property, as determined by our board of directors,
subject to such arrangement or
o the present value, discounted at the rate per annum equal to the interest
borne by fixed rate
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senior debt securities or the yield to maturity at the time of issuance of
any Original Issue Discount Securities determined on a weighted average
basis, of the total obligations of the lessee for rental payments during
the remaining term of the lease included in such arrangement, including
any period for which such lease has been extended or may, at the option of
the lessor, be extended, or until the earliest date on which the lessee
may terminate such lease upon payment of a penalty, in which case the
rental payment shall include such penalty, after excluding all amounts
required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water and utility rates and similar charges;
provided, however, that there shall not be deemed to be any Attributable Debt
in respect of a sale and leaseback arrangement if:
o such arrangement does not involve a Principal Property,
o we or a Consolidated Subsidiary would be entitled pursuant to the
provisions of Section 10.04(a) of the Senior Debt Indenture to issue,
assume or guarantee Debt secured by a mortgage upon the property involved
in such arrangement without equally and ratably securing the senior debt
securities, or
o the greater of the net proceeds of such arrangement or the fair market
value of the property so leased has been applied to the retirement, other
than any mandatory retirement or by way of payment at maturity, of our
Funded Debt or any Consolidated Subsidiary's Funded Debt, other than
Funded Debt owed by us or any Consolidated Subsidiary and other than
Funded Debt which is subordinated in payment of principal or interest to
the senior debt securities.
"Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
as the aggregate amount of our assets less applicable reserves and the
aggregate amount of assets less applicable reserves of the Consolidated
Subsidiaries after deducting therefrom:
o all current liabilities, excluding any such liabilities deemed to be
Funded Debt,
o all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangibles and
o all investments in any Subsidiary other than a Consolidated Subsidiary, in
all cases computed in accordance with the generally accepted accounting
principles and which under generally accepted accounting principles would
appear on a consolidated balance sheet of Masco and its Consolidated
Subsidiaries.
"Consolidated Subsidiary" is defined in the Senior Debt Indenture to mean
each Subsidiary other than any Subsidiary the accounts of which:
o are not required by generally accepted accounting principles to be
consolidated with our accounts for financial reporting purposes,
o were not consolidated with our accounts in our then most recent annual
report to stockholders and
o are not intended by us to be consolidated with our accounts in our next
annual report to stockholders;
provided, however, that the term "Consolidated Subsidiary" shall not include:
o any Subsidiary which is principally engaged in
o owning, leasing, dealing in or developing real property, or
o purchasing or financing accounts receivable, making loans, extending
credit or other activities of a character conducted by a finance
company, or
o any Subsidiary, substantially all of the business, properties or assets of
which were acquired after the date of the Senior Debt Indenture whether by
way of merger, consolidation, purchase or otherwise,
unless in each case our board of directors thereafter designates such
Subsidiary a Consolidated Subsidiary for the purposes of the Senior Debt
Indenture.
"Debt" is defined in the Senior Debt Indenture to mean any indebtedness
for money borrowed and any Funded Debt.
"Funded Debt" is defined in the Senior Debt Indenture to mean indebtedness
maturing more than 12 months from the date of the determination thereof or
having a maturity of less than 12 months but renewable or extendible at the
option of the borrower beyond 12 months from the date of such determination:
o for money borrowed or
o incurred in connection with the acquisition of property, to the extent
that indebtedness in connection with acquisitions is represented by any
notes, bonds, debentures or similar evidences of indebtedness, for which
we or any Consolidated Subsidiary is directly or
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contingently liable or which is secured by our property or the property of
a Consolidated Subsidiary.
"Mortgage" is defined in the Senior Debt Indenture to mean a mortgage,
security interest, pledge, lien or other encumbrance.
"Original Issue Discount Security" is defined in both indentures to mean
any debt security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the
maturity thereof.
"Principal Property" is defined in the Senior Debt Indenture to mean any
manufacturing plant or research or engineering facility located within the
United States of America or Puerto Rico owned or leased by us or any
Consolidated Subsidiary unless, in the opinion of our board of directors, such
plant or facility is not of material importance to the total business conducted
by us and our Consolidated Subsidiaries as an entirety.
"Subsidiary" is defined in both indentures to mean any corporation of
which at least a majority of the outstanding stock having voting power under
ordinary circumstances to elect a majority of the board of directors of said
corporation shall at the time be owned by us, or by us and one or more
Subsidiaries, or by one or more Subsidiaries.
Events of Default, Waiver and Notice
The indentures provide that the following events will be events of default
with respect to the debt securities of a series:
o we default in the payment of any interest on the debt securities of that
series for more than 30 days,
o we default in the payment of any principal or premium on the debt
securities of that series on the date thatpayment was due,
o we breach any of the other covenants applicable to that series of debt
securities and that breach continues for more than 90 days after we
receive notice from the trustee or the holders of at least 25% of the
aggregate principal amount of debt securities of that series or
o we become bankrupt or insolvent.
The trustee or the holders of 25% of the aggregate principal amount of
debt securities of a series may declare all of the debt securities of that
series to be due and payable immediately if an event of default with respect to
a payment occurs. The trustee or the holders of 25% of the aggregate principal
amount of debt securities of each affected series voting as one class may
declare all of the debt securities of each affected series due and payable
immediately if an event of default with respect to a breach of a covenant
occurs. The trustee or the holders of 25% of the aggregate principal amount of
debt securities outstanding under the indenture voting as one class may declare
all of the debt securities outstanding under the indenture due and payable
immediately if a bankruptcy event of default occurs. The holders of a majority
of the aggregate principal amount of the debt securities of the applicable
series or number of series described in this paragraph may annul a declaration
or waive a past default except for a continuing payment default. If any of the
affected debt securities are Original Issue Discount Securities, by principal
amount we mean the amount that the holders would be entitled to receive by the
terms of that debt security if the debt security were declared immediately due
and payable.
The holders of a majority in principal amount of the debt securities of
any or all series affected and then outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the applicable trustee under the indentures. Notwithstanding the
foregoing, a trustee shall have the right to decline to follow any such
direction if such trustee is advised by counsel that the action so directed may
not lawfully be taken or if such trustee determines that such action would be
unjustly prejudicial to the holders not taking part in such direction or would
involve such trustee in personal liability.
Each indenture requires that we file a certificate each year with the
applicable trustee stating that there are no defaults under the indenture. Each
indenture permits the applicable trustee to withhold notice to holders of debt
securities of any default other than a payment default if the trustee considers
it in the best interests of the holders.
Modification of Indentures
We can enter into a supplemental indenture with the applicable trustee to
modify any provision of the applicable indenture or any series of debt
securities without obtaining the consent of the holders of any debt securities
if the modification does not adversely affect the holders in any material
respect. In addition, we can generally enter into a supplemental indenture with
the applicable trustee to modify any provision of the indenture or any series
of debt securities if we
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<PAGE>
obtain the consent of the holders of a majority of the aggregate principal
amount of debt securities of each affected series voting as one class. However,
we need the consent of each affected holder in order to:
o change the date on which any payment of principal or interest on the debt
security is due,
o reduce the amount of any principal, interest or premium due on any debt
security,
o change the currency or location of any payment,
o impair the right of any holder to bring suit for any payment after its due
date or
o reduce the percentage in principal amount of debt securities required to
consent to any modification or waiver of any provision of the indenture or
the debt securities.
Concerning the Trustees
Each trustee is a depository for funds of, makes loans to and performs
other services for us from time to time in the normal course of business.
Form of Debt Securities
Each debt security will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in
definitive form and global securities will be issued in registered form.
Definitive securities name you or your nominee as the owner of the security
and, in order to transfer or exchange these securities or to receive payments
other than interest or other interim payments, you or your nominee must
physically deliver the securities to the trustee, registrar, paying agent or
other agent, as applicable. Global securities name a depositary or its nominee
as the owner of the debt securities represented by the global securities. The
depositary maintains a computerized system that will reflect each investor's
beneficial ownership of the securities through an account maintained by the
investor with its broker/dealer, bank, trust company or other representative,
as we explain more fully below under "Global Securities."
Global Securities
We may issue the debt securities of any series in the form of one or more
fully registered global securities that will be deposited with a depositary or
with a nominee for a depositary identified in the prospectus supplement
relating to such series and registered in the name of the depositary or its
nominee. In that case, one or more global securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of outstanding registered securities of the series to
be represented by such global securities. Unless and until the depositary
exchanges a global security in whole for securities in definitive registered
form, the global security may not be transferred except as a whole by the
depositary to a nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or by the depositary or any
of its nominees to a successor of the depositary or a nominee of such
successor.
If not described below, any specific terms of the depositary arrangement
with respect to any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement relating to such
series. We anticipate that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security
("participants") or persons that may hold interests through participants. Upon
the issuance of a global security, the depositary for such global security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal or face amounts of the securities
represented by such global security beneficially owned by such participants.
The accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such securities. Ownership of
beneficial interests in such global security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained
by the depositary for such global security, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in global securities. So long as the
depositary for a global security, or its nominee, is the registered owner of
such global security, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by
such global security for all purposes under the indentures. Except as set forth
below, owners of beneficial interests in a global security will not be entitled
to have the securities represented by such global security registered in their
names, will not receive or be entitled to receive physical delivery of
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<PAGE>
such securities in definitive form and will not be considered the owners or
holders thereof under the indentures. Accordingly, each person owning a
beneficial interest in a global security must rely on the procedures of the
depositary for such global security and, if such person is not a participant,
on the procedures of the participant through which such person owns its
interest, to exercise any rights of a holder under either indenture. We
understand that under existing industry practices, if we request any action of
holders or if an owner of a beneficial interest in a global security desires to
give or take any action which a holder is entitled to give or take under either
indenture, the depositary for such global security would authorize the
participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. We and the trustees or any of our
or their agents will not have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
We expect that the depositary for any debt securities represented by a
global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or commodities to holders in
respect of such global security, will immediately credit participants' accounts
in amounts proportionate to their respective beneficial interests in such
global security as shown on the records of such depositary. We also expect that
payments by participants to owners of beneficial interests in such global
security held through such participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
If the depositary for any debt securities represented by a global security
is at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and we do
not appoint a successor depositary registered as a clearing agency under the
Exchange Act within 90 days, we will issue such debt securities in definitive
form in exchange for such global security. In addition, we may at any time and
in our sole discretion determine not to have any of the debt securities of a
series represented by one or more global securities and, in such event, will
issue debt securities of such series in definitive form in exchange for all of
the global security or securities representing such debt securities. Any
securities issued in definitive form in exchange for a global security will be
registered in such name or names as the depositary shall instruct the relevant
Trustee. We expect that such instructions will be based upon directions
received by the depositary from participants with respect to ownership of
beneficial interests in such global security.
DESCRIPTION OF CAPITAL STOCK
The following description of the material terms of our capital stock is
based on the provisions of our amended and restated certificate of
incorporation. For more information as to how you can obtain a current copy of
our certificate of incorporation, see "Where You Can Find More Information."
Our amended and restated certificate of incorporation authorizes the
issuance of one million shares of preferred stock, par value $1.00 per share
and 900 million shares of common stock, par value $1.00 per share.
Preferred Stock
We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to determine the voting powers, if any,
designations and powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, for each series of preferred stock that
may be issued and to fix the number of shares of each such series. There were
no shares of preferred stock outstanding as of June 30, 2000.
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Common Stock
Subject to the rights of the holders of any preferred stock of Masco then
outstanding, holders of common stock are entitled to one vote per share on
matters to be voted on by our stockholders and to receive dividends, if any,
when declared from time to time by our board of directors in its discretion out
of legally available funds. Upon any liquidation or dissolution of the Company,
holders of common stock are entitled to receive pro rata all assets remaining
after payment of all liabilities and liquidation of any shares of any preferred
stock at the time outstanding. Holders of common stock have no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to common stock. As of August 1, 2000,
there were approximately 456,111,160 shares of our common stock outstanding and
22,929,259 shares reserved for issuance under our stock option plans. All of
our outstanding common stock is fully paid and non-assessable and all of the
shares of common stock that may be offered with this prospectus will be fully
paid and non-assessable.
Stockholder Rights Agreement
On December 6, 1995 we entered into a stockholder rights agreement which
was amended September 23, 1998. The material provisions of that rights
agreement are summarized below. However, since the terms of our rights
agreement are complex, this summary may not contain all of the information that
is important to you. For more information, you should obtain a copy of the
agreement, which is filed as an exhibit with the SEC. See "Where You Can Find
More Information" for information on how to obtain a copy.
Our rights agreement currently provides that each share of our outstanding
common stock has one-half of one right to purchase one one-thousandth of a
share of preferred stock. The purchase price per one one-thousandth of a share
of preferred stock under the stockholder rights agreement is $100.00.
Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common stock but will be represented
by separate certificates on the day someone acquires at least 15% of our common
stock, or approximately 10 days after someone commences a tender offer for 15%
of our outstanding common stock.
After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights. All
shares of our common stock issued prior to the date the rights separate from
the common stock have been and will be issued with the rights attached. The
rights will expire on December 6, 2005 unless earlier redeemed or exchanged by
us.
If an acquiring person obtains or has the right to obtain at least 15% of
our common stock and none of the events described in the next paragraph have
occurred, then each right will entitle the holder to purchase for $100 a number
of shares of our common stock having a then current market value of $200.
If an acquiring person obtains or has the right to obtain at least 15% of
our common stock, then each right will entitle the holder to purchase for $100
a number of shares of common stock of the acquiring person having a then
current market value of $200 if any of the following occurs:
o we merge into another entity;
o an acquiring entity merges into us; or
o we sell more than 50% of our assets or earning power.
Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 15% of our outstanding common stock will be null
and void.
Our rights agreement contains exchange provisions which provide that after
an acquiring person obtains 15% or more, but less than 50%, of our outstanding
common stock, our board of directors may, at its option, exchange all or part
of the then outstanding and exercisable rights for shares of our common stock,
at an exchange ratio of two shares of common stock per right.
Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.01 per right, subject to adjustment, prior
to the earlier of (1) the time that an acquiring person obtains 15% or more of
our outstanding common stock, or (2) the final expiration date of the rights
agreement. The ability to exercise the rights will terminate upon the action of
our board of directors ordering the redemption of the rights and the only right
of the holders of the rights will be to receive the redemption price.
Holders of rights will have no rights as Masco stockholders, such as the
right to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions
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designed to prevent efforts to diminish the effectiveness of the rights.
For so long as the rights are redeemable, we may amend the rights
agreement in any respect. At any time when the rights are no longer redeemable,
we may amend the rights in any respect that does not adversely affect the
holders of rights, other than the types of acquiring persons we described
earlier in this section and their affiliates, that does not cause the rights
agreement to become amendable in any other way or does not cause the rights to
again become redeemable.
We have reserved 239,521 shares of preferred stock for issuance on
exercise of the rights.
Our rights agreement contains provisions that have anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire us without conditioning the offer on a substantial number of rights
being acquired, redeemed or declared invalid. Accordingly, the existence of the
rights may deter acquirors from making takeover proposals or tender offers.
However, the rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of our board of directors to negotiate with an
acquiror on behalf of all of the stockholders. In addition, the rights should
not interfere with a proxy contest.
The transfer agent and registrar for our common stock is The Bank of New
York, New York, New York.
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in four ways:
o directly to purchasers;
o through agents;
o through underwriters; and
o through dealers.
We may directly solicit offers to purchase securities, or we may designate
agents to solicit such offers. We will, in the prospectus supplement relating
to such offering, name any agent that could be viewed as an underwriter under
the Securities Act of 1933 and describe any commissions we must pay. Any such
agent will be acting on a best efforts basis for the period of its appointment
or, if indicated in the applicable prospectus supplement, on a firm commitment
basis. Agents, dealers and underwriters may be customers of, engage in
transactions with, or perform services for us in the ordinary course of
business.
If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to such offering their names and the terms of
our agreement with them.
If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.
Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
some types of civil liabilities, including liabilities under the Securities Act
of 1933, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by the types of purchasers specified
in the prospectus supplement to purchase offered securities from us at the
public offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject to only those conditions set
forth in the prospectus supplement, and the prospectus supplement will set
forth the commission payable for solicitation of such offers.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
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LEGAL OPINIONS
The legality of the securities in respect of which this prospectus is
being delivered will be passed on for us by John R. Leekley, Senior Vice
President and General Counsel of Masco, and for the underwriters, if any, by
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017. Mr.
Leekley is a Masco stockholder and a holder of options to purchase shares of
our common stock. Davis Polk & Wardwell performs legal services from time to
time for us and some of our related companies.
EXPERTS
Our consolidated financial statements and financial statement schedule
appearing in Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K
for the year ended December 31, 1999 and the consolidated financial statements
and financial statement schedule of MascoTech, Inc. appearing in our Annual
Report on Form 10-K for the year ended December 31, 1999 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
reports appearing therein.
The consolidated financial statements and financial statement schedules
referred to in this paragraph are incorporated herein by reference in reliance
upon such reports, given on the authority of such firm as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of the forms of our senior
and subordinated indentures. Our descriptions in this prospectus of the
provisions of documents filed as exhibits to the registration statement or
otherwise filed with the SEC are only summaries of the documents' material
terms. If you want a complete description of the content of the documents, you
should obtain the documents by following the procedures described in the
paragraph below.
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file 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 further information on the Public
Reference Rooms. You may also read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" much of the information we
file with them, which means that we 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 we file with the SEC in the future will
automatically update and supersede information contained in this prospectus and
the accompanying prospectus supplement.
We incorporate 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
Exchange Act until we sell all of the securities we are offering with this
prospectus:
o Our Annual Report on Form 10-K for the year ended December 31, 1999, as
amended by Amendment No. 1 on Form 10-K/A.
o Our definitive proxy statement dated April 24, 2000.
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000, in each case as amended by an Amendment No. 1 on Form
10-Q/A.
o Our Current Report on Form 8-K dated June 23, 2000.
o The description of our common stock contained in the amendment on Form 8
dated May 22, 1991 to our registration statement on Form 8-A and the
description of our preferred stock purchase rights contained in the
amendment on Form 8-A12B/A dated March 18, 1999 to our registration
statement on Form 8-A.
You may obtain free copies of any of these documents by writing or
telephoning us at 21001 Van
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Born Road, Taylor, Michigan, 48180, Attention: Samuel Cypert, (313) 274-7400,
or by visiting our web site at http://www.masco.com. However, the information
on our website is not a part of this prospectus.
15
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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 the Registrant:
Securities and Exchange Commission registration fee............ $ 367,095
Legal fees and expenses........................................ 45,000 (1)
Accountants' fees.............................................. 100,000 (1)
Trustees' fees and expenses.................................... 50,000 (1)
Printing and engraving expenses................................ 50,000 (1)
Rating agency fees............................................. 120,000 (1)
Blue Sky and legal investment fees and expenses................ 5,000 (1)
Miscellaneous.................................................. 12,905 (1)
---------
Total.......................................................... $ 750,000 (1)
=========
------------
(1) Estimated
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 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 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 for liability (a) for any breach of
the director's 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 the
director derived 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 Exchange Act), which might be incurred by them in such capacities.
II-1
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Item 16. Exhibits
The following Exhibits are filed as part of this Registration Statement:
Exhibit 1.1 Form of Underwriting Agreement (Debt Securities).(1)
Exhibit 1.2 Form of Underwriting Agreement (Common Stock).(1)
Exhibit 3.1 Restated Certificate of Incorporation of Masco Corporation and
amendments thereto.(2)
Exhibit 3.2 Bylaws of Masco Corporation, as amended on May 19, 1993.(3)
Exhibit 4.1 Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York,
Exhibit 4.2 Form of Senior Debt Indenture between Masco Corporation and
Bank One Trust Company, as Trustee.*
Exhibit 4.3 Form of Subordinated Debt Indenture between Masco Corporation
and The Bank of New York, as
Exhibit 4.4 Forms of Senior Debt Securities and Subordinated Debt
Securities, which are included as part of
Exhibit 5 Opinion of John R. Leekley.*
Exhibit 12 Statement of Computation of Ratio of Earnings to Fixed
Charges.*
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and
Exhibit 23.3 Consent of John R. Leekley, which is included as part of
Exhibit 5.*
Exhibit 24 Powers of Attorney, which appear on the signature pages of
this Registration Statement.*
Exhibit 25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bank One Trust Company.*
Exhibit 25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.*
--------------------
* Filed previously
(1) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Registration Statement on Form S-3 (File No. 33-53330),
dated October 15, 1992.
(2) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998.
(3) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Annual Report on Form 10-K for the year ended December 31,
1998.
(4) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Registration Statement on Form 8-A dated December 11, 1995.
(5) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
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;
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<PAGE>
(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 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 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 1st day of
November, 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.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ Richard A. Manoogian Chairman and Chief Executive November 1, 2000
----------------------------- Officer and Director
Richard A. Manoogian
Principal Financial Officer:
*
----------------------------- Senior Vice President - November 1, 2000
Richard G. Mosteller Finance
Principal Accounting Officer:
* Vice President - Controller November 1, 2000
----------------------------- and Treasurer
Robert B. Rosowski
*
----------------------------- Director November 1, 2000
Thomas G. Denomme
*
----------------------------- Director November 1, 2000
Joseph L. Hudson, Jr.
*
----------------------------- Director November 1, 2000
Verne G. Istock
* President and Chief Operating November 1, 2000
----------------------------- Officer And Director
Raymond F. Kennedy
*
----------------------------- Director November 1, 2000
Mary Ann Krey
*
----------------------------- Director November 1, 2000
Wayne B. Lyon
<PAGE>
*
----------------------------- Director November 1, 2000
John A. Morgan
*
----------------------------- Director November 1, 2000
Arman Simone
*
----------------------------- Director November 1, 2000
Peter W. Stroh
*signed by power of attorney
/s/ Richard A. Manoogian
-----------------------------
Richard A. Manoogian
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
Exhibit 1.1 Form of Underwriting Agreement (Debt Securities) (1)
Exhibit 1.2 Form of Underwriting Agreement (Common Stock)(1)
Exhibit 3.1 Restated Certificate of Incorporation of Masco Corporation
and amendments thereto.(2)
Exhibit 3.2 Bylaws of Masco Corporation, as amended on May 19, 1993.(3)
Exhibit 4.1 Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York,
Exhibit 4.2 Form of Senior Debt Indenture between Masco Corporation and
Bank One Trust Company, as Trustee.*
Exhibit 4.3 Form of Subordinated Debt Indenture between Masco Corporation
and The Bank of New York, as
Exhibit 4.4 Forms of Senior Debt Securities and Subordinated Debt
Securities, which are included as part of
Exhibit 5 Opinion of John R. Leekley.*
Exhibit 12 Statement of Computation of Ratio of Earnings to Fixed
Charges.*
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and
Exhibit 23.3 Consent of John R. Leekley, which is included as part of
Exhibit 5 Opinion of John R. Leekley.*
Exhibit 24 Powers of Attorney, which appear on the signature pages of
this Registration Statement.*
Exhibit 25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bank One Trust Company.*
Exhibit 25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.*
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*Filed previously
(1) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Registration Statement on Form S-3 (File No.33-53330), dated
October 15, 1992.
(2) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998.
(3) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Annual Report on Form 10-K for the year ended December 31,
1998.
(4) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Registration Statement on Form 8-A dated December 11, 1995.
(5) Incorporated herein by reference to the Exhibits filed with Masco
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
