<PAGE> 1
--------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000.
REGISTRATION NO. 333-64573
REGISTRATION NO. 333-37338
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A-1
Registration Statement Under the Securities Act of 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1794485
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
MASCO CORPORATION 1991 LONG TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN R. LEEKLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MASCO CORPORATION
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(Name and Address of Agent for Service)
(313) 274-7400
(Telephone no., including area code, of agent for service)
<PAGE> 2
INTRODUCTION
Masco Corporation (the "Company" or "Registrant") previously filed
Registration Statement Nos. 333-64573 and 333-37338 on Form S-8 (the
"Registration Statements"), registering 30,000,000 shares of Company common
stock, par value $1.00 (the "Common Stock"), for issuance under the Masco
Corporation 1991 Long Term Stock Incentive Plan (the "Plan"). By this amendment,
pursuant to General Instruction C.1.(a) of Form S-8, the Registrant amends the
Registration Statements to include a Prospectus relating to reoffers and resales
of up to 162,162 shares of Common Stock acquired pursuant to the Plan by the
Selling Stockholder named therein. The contents of the Registration Statements
are incorporated herein by reference.
2
<PAGE> 3
PROSPECTUS
162,162 SHARES
MASCO CORPORATION
COMMON STOCK
----------------------------------
This prospectus covers 162,162 shares of Masco
Corporation common stock that may be offered and sold by a
certain stockholder of Masco Corporation. Masco will not
receive any proceeds from these sales, but will pay its own
expenses for registering the shares to be sold.
Masco Corporation common stock is traded on the New
York Stock Exchange under the symbol "MAS".
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is July 12, 2000.
3
<PAGE> 4
No person is authorized to give any information or to make any representation
other than as contained in this prospectus in connection with the offering
described herein.
MASCO CORPORATION
Masco manufactures and sells home improvement and building
products, with emphasis on brand name products holding leadership positions in
their markets. Masco's principal product and services groups are kitchen and
bath products (primarily faucets and cabinets, 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 from operations in North America (primarily in the United States).
International operations, currently in 13 countries (principally in Europe),
comprise the balance.
Masco's principal executive offices are located at:
21001 Van Born Road
Taylor, Michigan 48180
Telephone: 313-274-7400
SELLING STOCKHOLDER
The selling stockholder is Raymond F. Kennedy, the President, Chief
Operating Officer and a Director of Masco. By virtue of Mr. Kennedy's positions
as President, Chief Operating Officer and a Director of Masco, and his
beneficial ownership of 1,598,048 shares of common stock, Mr. Kennedy may be
deemed to be an affiliate of Masco.
The 162,162 shares of Masco common stock offered by the selling
stockholder pursuant to this Prospectus represent a portion of the shares
acquired pursuant to the Executive Stock Purchase Program ("ESPP") established
under the Company's 1991 Long Term Stock Incentive Plan. These shares are being
sold to one or more of his children in furtherance of his estate planning. After
this offering, the selling stockholder will beneficially own 1,435,686 shares of
common stock.
4
<PAGE> 5
PLAN OF DISTRIBUTION
The selling stockholder is selling 162,162 shares of Masco common
stock acquired under the ESPP to one or more of his children in exchange for
their agreement to reimburse the selling stockholder for amounts he is obligated
to pay for such shares under the terms of the ESPP. Masco understands the
selling stockholder's children do not have any present intention to resell these
shares. Masco will pay its own costs and expenses for registering the shares to
be sold by the selling stockholder.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of such firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Masco files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document Masco files at the SEC's Public Reference Room located at 450
Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information on the Public Reference Room. Masco's SEC filings are also
available to you at the SEC's Web site at http:/www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows Masco to "incorporate by reference" the information it
files with the SEC, which means that Masco can disclose important information to
you by referring you directly to those publicly available documents. The
information incorporated by reference is considered to be part of this
prospectus. In addition, information that Masco files with the SEC in the future
will automatically update and supersede information contained in this
prospectus. Masco incorporates by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling stockholder has sold all of
the common stock offered by this prospectus.
- Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
5
<PAGE> 6
- Proxy Statement dated April 24, 2000, in connection with the Annual
Meeting of Stockholders held on May 17, 2000.
- Current Report on Form 8-K filed with the SEC June 14, 2000.
- The description of Masco common stock contained in the amendment on
Form 8 dated May 22, 1991 to its registration statement on Form 8-A and
the description of Masco preferred stock purchase rights contained in
the amendment on Form 8-A 12B/A dated March 18, 1999 to its
registration statement on Form 8-A.
You may obtain free copies of any of these documents, by writing to or
telephoning us at the following address or by visiting Masco's web site at
http://www.masco.com. However, the information on the web site is not a part of
this prospectus.
Samuel A. Cypert
Investor Relations
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Telephone: 313-274-7400
6
<PAGE> 7
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 8. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<S> <C>
Exhibit 4(a) Restated Certificate of Incorporation of Masco
Corporation and amendments thereto. Incorporated
herein by reference to the Exhibits filed with
Masco's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
Exhibit 4(b) Bylaws of Masco Corporation, as amended on May 19,
1993. Incorporated herein by reference to the
Exhibits filed with Masco's Annual Report on Form
10-K for the year ended December 31, 1998.
Exhibit 4(c) Rights Agreement dated as of December 6, 1995,
between Masco Corporation and The Bank of New York,
as Rights Agent (incorporated herein by reference to
the Exhibits filed with Masco's Annual Report on Form
10-K for the year ended December 31, 1995), as
amended by Amendment No. 1 dated as of September 23,
1998 (incorporated by reference to the Exhibits filed
with Masco's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998).
*Exhibit 5 Opinion of John R. Leekley.
*Exhibit 23.a Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial
statement schedule of Masco Corporation.
*Exhibit 23.b Consent of PricewaterhouseCoopers LLP relating to the
consolidated financial statements and financial
statement schedule of MascoTech, Inc.
*Exhibit 23.c Consent of John R. Leekley, which is included as part
of Exhibit 5.
Exhibit 99.a Masco Corporation 1991 Long Term Stock Incentive Plan
(amended and restated July 10, 1998). (Incorporated
by reference to the Exhibits filed with the Company's
Annual Report on Form 10-K for the year ended
December 31, 1999.)
Exhibit 99.b Masco Corporation 1991 Long Term Stock Incentive Plan
(amended and restated May 17, 2000). (Incorporated by
reference to the Exhibits filed with the Registration
Statement on Form S-8, Registration No. 333-37338.)
</TABLE>
--------------------
* Filed herewith
II-1
<PAGE> 8
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 on Form S-8 and has duly caused
this Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor, State of Michigan, on the 12th day of July,
2000.
MASCO CORPORATION
By /s/ Richard A. Manoogian
-------------------------------------
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard A. Manoogian Chairman and Chief Executive July 12, 2000
-------------------------------------------- Officer and Director
Richard A. Manoogian
PRINCIPAL FINANCIAL OFFICER:
Richard G. Mosteller* Senior Vice President - Finance July 12, 2000
----------------------------------------
Richard G. Mosteller
PRINCIPAL ACCOUNTING OFFICER:
Robert B. Rosowski* Vice President - Controller and July 12, 2000
----------------------------------- Treasurer
Robert B. Rosowski
Raymond F. Kennedy* President and Chief July 12, 2000
----------------------------------- Operating Officer and Director
Raymond F. Kennedy
</TABLE>
II-2
<PAGE> 9
<TABLE>
<S> <C> <C>
Thomas G. Denomme* Director July 12, 2000
-------------------------------
Thomas G. Denomme
Joseph L. Hudson, Jr.* Director July 12, 2000
----------------------------------
Joseph L. Hudson, Jr.
Verne G. Istock* Director July 12, 2000
----------------------------------
Verne G. Istock
Mary Ann Krey* Director July 12, 2000
---------------------------------
Mary Ann Krey
Wayne B. Lyon* Director July 12, 2000
---------------------------------
Wayne B. Lyon
John A. Morgan* Director July 12, 2000
--------------------------------------
John A. Morgan
Arman Simone* Director July 12, 2000
------------------------------------
Arman Simone
Peter W. Stroh* Director July 12, 2000
-----------------------------------------
Peter W. Stroh
</TABLE>
*By /s/ Richard A. Manoogian
-----------------------------------------
Richard A. Manoogian
Attorney in Fact
II-3
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
4.a Restated Certificate of Incorporation of the Company and
amendments thereto. (Incorporated by reference to the Exhibits
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.)
4.b Bylaws of the Company, as amended. (Incorporated by reference
to the Exhibits filed with the Company's Annual Report on Form
10-K for the year ended December 31, 1998.)
4.c Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York, as Rights Agent.
(Incorporated by reference to the Exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995) and Amendment No. 1 to Rights Agreement
dated as of September 23, 1998. (Incorporated by reference to
the Exhibits filed with the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998.)
*5 Opinion of John R. Leekley.
*23.a Consent of PricewaterhouseCoopers LLP relating to the
financial statements and financial statement schedule of the
Company.
*23.b Consent of PricewaterhouseCoopers LLP relating to the
financial statements and financial statement schedule of
MascoTech, Inc.
*23.c Consent of John R. Leekley, which is included as part of
Exhibit 5.
99.a Masco Corporation 1991 Long Term Stock Incentive Plan (amended
and restated July 10, 1998). (Incorporated by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.)
99.b Masco Corporation 1991 Long Term Stock Incentive Plan (amended
and restated May 17, 2000). (Incorporated by reference to the
Exhibits filed with the Registration Statement on Form S-8,
Registration No. 333-37338.)
</TABLE>
---------------
*Filed herewith.
II-4
