As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 No.)
incorporation)
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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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ] _____
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [X] _____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ] _____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] _____
<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered(1) registered(2) per unit(3) offering price(4) registration fee
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<S> <C> <C> <C> <C>
Debt Securities, -- -- $1,390,508,370 $367,095
Common Stock (par value
$1.00 per share) and related
Preferred Stock Purchase
Rights
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</TABLE>
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(1) This Registration Statement also covers such indeterminate number of
shares of Common Stock of the Registrant and accompanying Preferred Stock
Purchase Rights, if any (i) as shall be issuable or deliverable upon
conversion of any Debt Securities registered hereby which are convertible
into such Common Stock and (ii) as may be required for delivery upon
conversion of any such convertible Debt Securities as a result of
anti-dilution provisions thereof.
(2) In no event will the aggregate initial offering price of the Debt
Securities, Common Stock and related Preferred Stock Purchase Rights
issuable upon exercise of the Preferred Stock Purchase Rights exceed
$1,390,508,370 or the equivalent thereof in one or more foreign currencies
or composite currencies.
(3) Not specified as to each class of securities to be registered, pursuant to
General Instruction II.D. of Form S-3 under the Securities Act of 1933.
The proposed maximum offering price per unit will be determined from time
to time by the Registrant in connection with, and at the time of, the
issuance by the Registrant of the securities registered hereunder.
(4) Estimated solely for the purpose of calculating the registration fee.
Excludes an aggregate of $109,491,630 of unsold securities previously
registered pursuant to Registration Statement No. 33-56043, which are
covered by the Prospectus included in this Registration Statement.
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 June 26, 2000
$1,500,000,000
Masco Corporation
Debt Securities
Common Stock
($1 Par Value)
----------------------
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.
----------------------
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.
<PAGE>
Table of Contents
Caption Page
------- ----
Masco Corporation.............................................. 3
Use of Proceeds................................................ 3
Ratio of Earnings to Fixed Charges............................. 3
Description of Debt Securities................................. 4
Description of Capital Stock................................... 11
Plan of Distribution........................................... 13
Legal Opinions................................................. 13
Experts........................................................ 13
Where You Can Find More Information............................ 14
Incorporation of Certain Documents by Reference................ 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 (including repair and remodeling and new construction), cost management,
fluctuations in European currencies (primarily the euro and British pound), 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 (the "SEC"). 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. You
should not assume that the information in this Prospectus or the Prospectus
Supplements is accurate as of any date other than the date on the front of the
document.
MASCO CORPORATION
Masco Corporation 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 service groups are kitchen and
bath products (primarily faucets and cabinets, but including other products for
the kitchen and bath), 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 generated by operations in North America (primarily in the United States).
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 and expenditures for development of activities in which we are now
engaged or investment in and development of activities in which we are not
currently engaged. In this regard, we maintain an active acquisition effort and
are frequently engaged in discussions with respect to acquisition
opportunities. Proceeds from sales of our securities may be applied directly or
indirectly to acquisitions. Funds not required immediately for any of the
previously listed purposes may be invested in marketable securities. We intend
to use the proceeds from the offering described in the prospectus
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supplement as stated in the prospectus supplement under the caption "Use of
Proceeds."
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RATIO OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges were as follows:
Three Months
Ended March 31, Year Ended December 31,
--------------- -------------------------------------
2000 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
6.8 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 certain additional tax considerations will be set forth
in the applicable prospectus supplement.
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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.
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 certain 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
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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 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
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 (as defined below under "Certain
Definitions") to, issue, assume or guarantee any debt for money borrowed or any
Funded Debt (as defined below under "Certain Definitions" and herein referred
to as "Debt") if such Debt is secured by a mortgage (as defined below under
"Certain Definitions") upon any Principal Property (as defined below under
"Certain Definitions") 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;
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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 or the cost
of construction of the property subject to such mortgages; or
o certain extensions, renewals or replacements (or successive 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.
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 (not
including secured Debt permitted under the foregoing exceptions) and the
aggregate amount of Attributable Debt (as defined below under "Certain
Definitions") 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. The Senior Debt Indenture provides
that we will not, and will not permit any Consolidated Subsidiary to, enter
into any sale and leaseback arrangement, except for a lease for a term of not
more than three years and any lease between the Company and a Consolidated
Subsidiary or between Consolidated Subsidiaries, involving a Principal Property
unless (i) we or such Consolidated Subsidiary would be entitled to issue,
assume or guarantee Debt secured by a mortgage on the property involved in such
arrangement at least equal in amount to what would constitute Attributable Debt
in respect of such arrangement without equally and ratably securing the senior
debt securities or (ii) we or a Consolidated Subsidiary within 120 days of the
effective date of any such arrangement applies an amount equal to the greater
of the net proceeds of the sale of the Principal Property so leased or the fair
market value of such Principal Property 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 owned 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, or, in lieu
of such retirement, delivers senior debt securities to the Trustee for
cancellation.
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:
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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.
Certain 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 subject to such arrangement (as determined
by our board of directors) or
o the present value (discounted at the rate per annum equal to the interest
borne by fixed rate senior debt securities or the yield to maturity at the
time of issuance of any Original Issue Discount Securities (as defined
below) 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 (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.
"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 (i)
for money borrowed or (ii) 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
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
As to each series of debt securities, an event of default is defined in
both indentures as being: default for 30 days in payment of any interest on the
debt securities of that series; default in payment of principal or premium, if
any, on the debt securities of that series when due either at maturity, upon
redemption, by declaration or otherwise; default by us in the performance of
any other of the covenants in the applicable indenture (other than a covenant
included in such indenture solely for the benefit of a series of debt
securities other than that series) which shall not have been remedied for a
period of 90 days after notice; and certain events of bankruptcy, insolvency,
and reorganization with respect to us. Each indenture provides that the
applicable trustee may withhold notice to the holders of the corresponding debt
securities of any default (except in payment of principal of or interest or
premium on such debt securities) if such trustee considers it in the interest
of the holders of such debt securities to do so.
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Each indenture provides that, (i) if an event of default due to the
default in payment of principal, interest or premium, if any, on any series of
debt securities or a default with respect to a covenant included in such
indenture solely for the benefit of such series of debt securities shall have
occurred and be continuing, either the applicable trustee or the holders of 25%
in principal amount of the debt securities of such series then outstanding may
declare the principal of all debt securities of such series (or, if the debt
securities of such series are issued as Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) to be due and payable immediately and (ii) if an event of default
resulting from default in the performance of any other of the covenants or
agreements in the indentures and certain events of bankruptcy, insolvency and
reorganization with respect to us shall have occurred and be continuing, either
the applicable trustee or the holders of 25% in principal amount of all debt
securities then outstanding (treated as one class) may declare the principal of
all debt securities (or, if any debt securities are issued as Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such debt securities) to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of or interest
or premium on the debt securities) by the holders of a majority in principal
amount of the debt securities of such series (or of all series, as the case may
be) then outstanding.
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
annually file with the applicable trustee a certificate as to the absence of
certain defaults under such indenture.
Modification of Indentures
Each indenture contains provisions permitting Masco and the applicable
trustee to modify such indenture or any supplemental indenture without the
consent of the holders of debt securities for certain purposes, provided that
no such modification shall adversely affect the interest of the holders of the
debt securities in any material respect. Each indenture also contains
provisions permitting Masco and the applicable trustee, with the consent of the
holders of not less than a majority in principal amount of the debt securities
at the time outstanding affected thereby (voting as a class), to modify such
indenture or any supplemental indenture or the rights of the holders of the
debt securities; provided that no such modification shall (i) change the final
maturity of any debt security, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof or any premium
thereon, or reduce any amount payable on redemption thereof, or make the
principal of, or any interest or premium on, the debt securities payable in any
coin or currency other than that provided in the debt securities, or reduce the
amount of the principal of a discounted debt security that would be due and
payable upon an acceleration of maturity thereof or the amount thereof provable
in bankruptcy, or impair or affect the right of any holder of a debt security
to institute suit for the payment thereof or the right of repayment, if any, at
the option of the holder, without the consent of the holder of each debt
security so affected, or (ii) reduce the aforesaid percentage of debt
securities, the consent of the holders of which is required for any such
modification without the consent of the holders of each debt security affected.
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
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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
certain 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 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
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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 certain terms of our capital stock does not
purport to be complete and is qualified in its entirety by reference to 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 March 31, 2000.
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
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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.
Stockholder Rights Agreement
On December 6, 1995 we entered into a stockholder rights agreement which
was amended September 23, 1998. As with most stockholders rights agreements,
the terms of our rights agreement are complex and not easily summarized,
particularly as they relate to the acquisition of our common stock and to
exercisability. 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" and "Incorporation of Certain Documents by Reference" 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% or
more of our outstanding common stock, then each right will entitle the holder
to purchase a number of shares of common stock of the acquiring person having a
then current market value of twice the purchase price 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 right 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 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
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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.
As of May 1, 2000, there were approximately 448,649,700 shares of common
stock outstanding and 15,823,953 shares reserved for issuance under our stock
option plans. We have reserved 448,650 shares of preferred stock for issuance
on exercise of the rights.
Our rights agreement contains rights 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
certain 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 certain purchasers 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 and
the consolidated financial statements and financial statement schedule of
MascoTech, Inc. appearing in our most recent Annual Report on Form 10-K 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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.
o Our definitive proxy statement dated April 24, 2000.
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o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
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 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.
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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)
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Total.......................................................... 750,000 (1)
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(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.
Item 16. Exhibits
The following Exhibits are filed as part of this Registration Statement:
Exhibit 1.1 Form of Underwriting Agreement (Debt Securities).(1)
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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, as Rights Agent(4), as
amended by Amendment No. 1 dated as of September 23, 1998.(5)
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 Trustee.*
Exhibit 4.4 Forms of Senior Debt Securities and Subordinated Debt
Securities, which are included as part of Exhibits 4.2 and 4.3,
respectively.*
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 financial statement
schedule of Masco Corporation.*
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial statement
schedule of MascoTech, Inc.*
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.*
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* Filed herewith
(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:
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(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;
(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.
II-3
<PAGE>
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor, State of Michigan, on the 26th day of June,
2000.
MASCO CORPORATION
By: /s/ Richard G. Mosteller
-------------------------------
Richard G. Mosteller
Senior Vice
President - Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Manoogian and Richard G. Mosteller
and each of them, as his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign (i) any and all amendments,
including post-effective amendments, to this Registration Statement and (ii) a
registration statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or would
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
Principal Executive Officer:
/s/ Richard A. Manoogian
------------------------------- Chairman and Chief Executive June 26, 2000
Richard A. Manoogian Officer and Director
Principal Financial Officer:
/s/ Richard G. Mosteller
------------------------------- Senior Vice President - Finance June 26, 2000
Richard G. Mosteller
Principal Accounting Officer:
/s/ Robert B. Rosowski
------------------------------- Vice President - Controller
Robert B. Rosowski and Treasurer June 26, 2000
<PAGE>
/s/ Thomas G. Denomme
------------------------------- Director June 26, 2000
Thomas G. Denomme
/s/ Joseph L. Hudson, Jr.
------------------------------- Director June 26, 2000
Joseph L. Hudson, Jr.
/s/ Verne G. Istock
------------------------------- Director June 26, 2000
Verne G. Istock
/s/ Raymond F. Kennedy
------------------------------- President and Chief Operating June 26, 2000
Raymond F. Kennedy Officer and Director
/s/ Mary Ann Krey
------------------------------- Director June 26, 2000
Mary Ann Krey
/s/ Wayne B. Lyon
------------------------------- Director June 26, 2000
Wayne B. Lyon
/s/ John A. Morgan
------------------------------- Director June 26, 2000
John A. Morgan
/s/ Arman Simone
------------------------------- Director June 26, 2000
Arman Simone
/s/ Peter W. Stroh
------------------------------- Director June 26, 2000
Peter W. Stroh
<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, as Rights Agent(4), as
amended by Amendment No. 1 dated as of September 23, 1998.(5)
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 Trustee.*
Exhibit 4.4 Forms of Senior Debt Securities and Subordinated Debt
Securities, which are included as part of Exhibits 4.2 and 4.3,
respectively.*
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 financial statement
schedule of Masco Corporation.*
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial statement
schedule of MascoTech, Inc.*
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 herewith
(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.
<PAGE>
(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.
