1
Filed Pursuant To Rule 424(b)(2)
Registration No. 333-58034
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 25, 2001)
$500,000,000
MASCO CORPORATION
6% NOTES DUE 2004
----------------------
The notes bear interest at the rate of 6% per year. Interest on the notes
is payable on May 3 and November 3 of each year, beginning November 3, 2001. The
notes will mature on May 3, 2004. We will not be able to redeem the notes prior
to maturity.
The notes are unsecured and rank equally with all of our other unsecured
senior indebtedness. The notes will be issued only in registered form in
denominations of $1,000.
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PER NOTE TOTAL
-------- -----
Public offering price(1)............................ 99.815% $499,075,000
Underwriting discount............................... .45% $2,250,000
Proceeds, before expenses, to Masco................. 99.365% $496,825,000
(1) Plus accrued interest from May 1, 2001, if settlement occurs after that
date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company, on or about May 1, 2001.
----------------------
MERRILL LYNCH & CO. SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
COMMERZBANK CAPITAL MARKETS CORP.
BNP PARIBAS
BARCLAYS CAPITAL
MCDONALD INVESTMENTS INC.,
A KEYCORP COMPANY
WACHOVIA SECURITIES, INC.
----------------------
The date of this prospectus supplement is April 26, 2001.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Use of Proceeds............................................. S-3
Description of Notes........................................ S-3
Underwriting................................................ S-6
PROSPECTUS
About This Prospectus....................................... 3
Special Note Regarding Forward-Looking Statements........... 3
Masco Corporation........................................... 3
Use of Proceeds............................................. 4
Ratio of Earnings to Fixed Charges.......................... 4
Description of Debt Securities.............................. 4
Description of Capital Stock................................ 13
Plan of Distribution........................................ 15
Legal Opinions.............................................. 16
Experts..................................................... 16
Where You Can Find More Information......................... 16
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You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
THE TERMS "MASCO," "WE," "US," AND "OUR" REFER TO MASCO CORPORATION. OUR
EXECUTIVE OFFICES ARE LOCATED AT 21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180,
AND OUR TELEPHONE NUMBER IS (313) 274-7400.
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USE OF PROCEEDS
The net proceeds received by Masco from the sale of the notes offered
hereby, estimated at approximately $496.8 million, will be applied toward the
repayment of bank indebtedness. This bank indebtedness was incurred under two
revolving credit agreements, principally to assist in the financing of
acquisitions of businesses by Masco. One of the credit agreements is scheduled
to terminate in November 2005 and the other is scheduled to terminate in
November 2001 and includes an option to extend repayment for one year at Masco's
discretion. Interest is payable on borrowings under these agreements based on
various floating rate options as selected by Masco.
DESCRIPTION OF NOTES
GENERAL
The notes offered hereby will initially be limited to $500 million
aggregate principal amount, but we reserve the right to increase the size of the
offering from time to time. The notes are to be issued under an indenture, which
is more fully described in the accompanying prospectus.
The notes will bear interest from May 1, 2001, payable semi-annually on
each May 3 and November 3, beginning on November 3, 2001, to the persons in
whose names the notes are registered at the close of business on the April 17 or
October 17, as the case may be, next preceding such May 3 or November 3. The
notes will mature on May 3, 2004 and are not subject to any sinking fund.
We may not redeem the notes prior to maturity.
BOOK-ENTRY SYSTEM
The notes will be issued in fully registered form in the name of Cede &
Co., as nominee of The Depository Trust Company ("DTC"). Two fully registered
certificates will be issued as global notes in the aggregate principal amount of
the notes. Such global notes will be deposited with DTC and may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any nominee to a successor of DTC
or a nominee of such successor.
So long as DTC, or its nominee, is the registered owner of a global
note, DTC or such nominee, as the case may be, will be considered the sole owner
or holder of the notes represented by such global note for all purposes under
the indenture. Except as set forth below, owners of beneficial interests in a
global note will not be entitled to have the notes represented by such global
note registered in their names, will not receive or be entitled to receive
physical delivery of such notes in definitive form and will not be considered
the owners or holders thereof under the indenture. Accordingly, each person
owning a beneficial interest in a global note must rely on the procedures of DTC
for such global note and, if such person is not a participant in DTC (as
described below), on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the indenture.
DTC has advised Masco and the underwriters as follows:
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" under the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC holds securities that its
participants deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges in
deposited securities, through electronic computerized book-entry changes in
participants' accounts, thereby eliminating the need for physical movement
of securities certificates. Direct participants include securities brokers
and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of its direct participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc.
and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as securities brokers and
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dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file
with the Securities and Exchange Commission.
Purchases of notes under the DTC system must be made by or
through direct participants, which will receive a credit for the notes on
DTC's records. The ownership interest of each actual purchaser, or
beneficial owner, of notes is in turn to be recorded on the direct and
indirect participant's records. Beneficial owners will not receive written
confirmation from DTC of their purchase, but beneficial owners are expected
to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the direct and indirect
participant through which the beneficial owner entered into the
transaction. Transfers of ownership interests in the notes are to be
accomplished by entries made on the books of participants acting on behalf
of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the notes, except in the event
that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by
participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of notes with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the notes; DTC's records
reflect only the identity of the direct participants to whose accounts such
notes are credited, which may or may not be the beneficial owners. The
participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by
direct participants and indirect participants to beneficial owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to
the global notes. Under its usual procedures DTC mails an Omnibus Proxy to
the issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those direct
participants to whose accounts the notes are credited on the record date
(identified in the listing attached to the Omnibus Proxy).
Principal and interest payments on the global notes will be made
to DTC. Masco expects that DTC, upon receipt of any payment of principal or
interest in respect of a global note, will credit immediately participants'
accounts with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such global note as shown
on DTC's records. Masco also expects that payments by participants to
beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participant and not of DTC, Masco or the trustee,
subject to any statutory or regulatory requirements as may be in effect
from time to time.
DTC may discontinue providing its service as securities depositary with
respect to the notes at any time by giving reasonable notice to Masco or the
trustee. In addition, Masco may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). Under
such circumstances, if a successor securities depositary is not obtained, note
certificates in fully registered form are required to be printed and delivered
to beneficial owners of the global notes representing such notes.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Masco believes to be reliable
(including DTC), but Masco takes no responsibility for the accuracy thereof.
Neither Masco, the trustee nor the underwriters will have any
responsibility or obligation to participants, or the persons for whom they act
as nominees, with respect to the accuracy of the records of
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DTC, its nominee or any participant with respect to any ownership interest in
the notes or payments to, or the providing of notice to participants or
beneficial owners.
The notes will trade in DTC's Same-Day Funds Settlement System and
secondary market trading activity in the notes will, therefore, settle in
immediately available funds. All applicable payments of principal and interest
on the notes issued as global notes will be made by Masco in immediately
available funds.
For other terms of the notes, see "Description of Debt Securities" in
the accompanying prospectus.
DEFEASANCE
The notes will be subject to defeasance and discharge and to defeasance
of certain covenants as set forth in the indenture, see "Description of Debt
Securities -- Defeasance" in the prospectus.
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UNDERWRITING
Subject to the terms and conditions set forth in the underwriting
agreement, we have agreed to sell to each of the underwriters named below, and
each of the underwriters has severally agreed to purchase, the principal amount
of notes set forth opposite its name.
PRINCIPAL
UNDERWRITER AMOUNT
- ------------------------------------------------------------ ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... $212,500,000
Salomon Smith Barney Inc. .................................. 212,500,000
Banc One Capital Markets, Inc. ............................. 17,500,000
Commerzbank Capital Markets Corp. .......................... 15,000,000
BNP Paribas Securities Corp. ............................... 12,500,000
Barclays Capital Inc. ...................................... 10,000,000
McDonald Investments Inc. .................................. 10,000,000
Wachovia Securities, Inc. .................................. 10,000,000
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Total.......................................... $500,000,000
============
The underwriters have agreed to purchase all of the notes sold pursuant
to the underwriting agreement if any of these notes are purchased. If an
underwriter defaults, the underwriting agreement provides that, under certain
circumstances, the purchase commitments of the nondefaulting underwriters may be
increased or the underwriting agreement may be terminated.
We have been advised by the underwriters that they propose to offer part
of the notes purchased by them directly to the public at the public offering
price set forth on the cover page of this prospectus supplement, and may offer
part of the notes to certain dealers at that price less a concession not in
excess of .25% of the principal amount of the notes. The underwriters may allow
and the dealers may reallow a concession not in excess of .15% of the principal
amount of the notes to certain other dealers. After the initial public offering,
the underwriters may change the public offering price and other selling terms.
The underwriters must purchase all of the notes offered hereby if they purchase
any of such notes.
In the ordinary course of their respective businesses, certain of the
underwriters or their affiliates perform investment banking, commercial banking
and other financial service transactions for us and our affiliates, including
acting as lenders under various loan facilities. In particular, affiliates of
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Commerzbank Capital
Markets Corp., BNP Paribas Securities Corp., Barclays Capital Inc., McDonald
Investments Inc. and Wachovia Securities, Inc. are lenders under some of our
bank-credit facilities. See "Use of Proceeds" in this prospectus supplement.
Because more than ten percent of the net proceeds of this offering will be paid
to members or affiliates of members of the National Association of Securities
Dealers, Inc. participating in this offering, this offering will be conducted in
accordance with NASD Conduct Rule 2710(c)(8).
Richard A. Manoogian, Chairman and Chief Executive Officer of Masco, is
a director of Bank One Corporation.
Bank One Trust Company, National Association, which acts as trustee
under the indenture, is an affiliate of Banc One Capital Markets, Inc., one of
the underwriters.
The underwriting agreement provides that we will indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
We have agreed not to offer or sell or otherwise dispose of for cash
without the consent of the underwriters any debt securities of Masco
substantially similar to the notes until the date following the date on which we
deliver the notes to the underwriters.
We do not expect to list the notes on any securities exchange. The
underwriters may from time to time purchase and sell notes in the secondary
market, but are not obligated to do so, and there can be
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no assurance that there will be a secondary market for the notes or liquidity in
the secondary market if one develops.
We estimate that we will spend approximately $50,000 for printing,
trustee and legal fees and other expenses related to this offering.
The underwriters are permitted to engage in certain transactions that
stabilize the price of the notes. Such transactions consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of the notes. If the
underwriters create a short position in the notes in connection with the
offering, i.e., if they sell notes in an aggregate principal amount exceeding
that set forth on the cover page of this prospectus supplement, the underwriters
may reduce that short position by purchasing notes in the open market. In
general, purchases of a security for the purpose of stabilization or to reduce a
short position could cause the price of the security to be higher than it might
be in the absence of such purchases.
Neither we nor the underwriters makes any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor any of the
underwriters makes any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
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$2,000,000,000
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.
Our common stock is listed on the New York Stock Exchange under the symbol
"MAS." On April 23, 2001, the closing price of our common stock was $23.95 per
share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
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 April 25, 2001.
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TABLE OF CONTENTS
CAPTION PAGE
------- ----
About This Prospectus............... 3
Special Note Regarding Forward-
Looking Statements................ 3
Masco Corporation................... 3
Use Of Proceeds..................... 4
Ratio Of Earnings To Fixed
Charges........................... 4
CAPTION PAGE
------- ----
Description Of Debt Securities...... 4
Description Of Capital Stock........ 13
Plan Of Distribution................ 15
Legal Opinions...................... 16
Experts............................. 16
Where You Can Find More
Information....................... 16
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, referred to as the SEC in this prospectus,
utilizing a shelf registration process. Under this shelf process, we may issue,
from time to time, up to $2,000,000,000 of debt securities and shares of our
common stock. Each time we issue debt securities or common stock under the
registration statement we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We are engaged in the manufacture, sale and installation of home
improvement and building products, with emphasis on brand name products and
services holding leadership positions in their markets. Our 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 that affect our results of operations include the levels of home
improvement and residential construction activity principally in the U.S. and
Europe, cost management, fluctuations in the principal European currencies, the
increasing importance of home centers as distributors of home improvement and
building products and our ability to maintain our leadership positions in our
markets in the face of increasing global competition. Additional factors that
may significantly affect our performance are discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
is contained in our Annual Report on Form 10-K that is on file with the SEC.
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 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 THIS PROSPECTUS ONLY WHERE OFFERS AND SALES ARE PERMITTED. SINCE
INFORMATION THAT WE FILE WITH THE SEC IN THE FUTURE WILL AUTOMATICALLY UPDATE
AND SUPERSEDE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THE DOCUMENT.
MASCO CORPORATION
Masco Corporation manufactures, sells and installs home improvement and
building products, with emphasis on brand name products and services holding
leadership positions in their markets. Masco is among the largest manufacturers
in North America of brand name consumer products designed for the home
improvement and home building industries. Our
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business segments are: cabinets and related products; plumbing products;
decorative architectural products; insulation installation and other services;
and other specialty products. More than 80% of Masco's sales are generated by
operations in North America, primarily the United States. International
operations, primarily in Europe, comprise the balance.
Our executive offices are located at 21001 Van Born Road, Taylor, Michigan
48180. Our telephone number is (313) 274-7400 and our website address is
http://www.masco.com. Except as the context otherwise indicates, the terms
"Masco," "we," "us," and "our" refer to Masco Corporation.
USE OF PROCEEDS
We expect to use substantially all of the net proceeds from sales of the
securities described in this prospectus for our general corporate purposes,
which may include making additions to our working capital, repaying
indebtedness, financing acquisitions and investments in new or existing lines of
business. We will describe our intended use of the proceeds from a particular
offering of securities in the related prospectus supplement. Funds not required
immediately for any of the previously listed purposes may be invested in
marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges were as follows:
YEAR ENDED DECEMBER 31,
- --------------------------------
2000 1999 1998 1997 1996
- ---- ---- ---- ---- ----
4.9 7.0 7.6 7.5 7.2
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
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supplement. These descriptions are only summaries, and each investor should
refer to the applicable indenture, which describes completely the terms and
definitions summarized below and contains additional information regarding the
debt securities.
Any reference to particular sections or defined terms of the applicable
indenture in any statement under this heading qualifies the entire statement and
incorporates by reference the applicable section or definition into that
statement. The indentures are substantially identical, except for the provisions
relating to our negative pledge and limitations on sales and leasebacks, which
are included in the Senior Debt Indenture only, and to subordination.
We may issue debt securities from time to time in one or more series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these types of
debt securities will receive payments of principal or interest that depend upon
the value of the applicable currency, security or basket of securities,
commodity or index on the relevant payment dates. As a result, you may receive a
payment of principal on any principal payment date, or a payment of interest on
any interest payment date, that is greater than or less than the amount of
principal or interest otherwise payable on such dates, depending upon the value
on such dates of the applicable currency, security or basket of securities,
commodity or index. Information as to the methods for determining the amount of
principal or interest payable on any date, the currencies, securities or baskets
of securities, commodities or indices to which the amount payable on such date
is linked and any additional United States federal income tax considerations
will be set forth in the applicable prospectus supplement.
Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that at
the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount.
We may, without the consent of the existing holders of any series of debt
securities, issue additional debt securities having the same terms so that the
existing debt securities and the new debt securities form a single series under
the indenture.
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:
- - classification as senior or subordinated debt securities and the specific
designation of such securities;
- - aggregate principal amount and purchase price;
- - currency in which the debt securities are denominated and/or in which
principal, and premium, if any, and/or interest, if any, is payable;
- - minimum denominations;
- - date of maturity;
- - the interest rate or rates or the method by which a calculation agent will
determine the interest rate or rates, if any;
- - the interest payment dates, if any;
- - any repayment, redemption, prepayment or sinking fund provisions, including
any redemption notice provisions;
- - whether we will issue the debt securities in definitive form or in the form of
one or more global securities;
- - 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;
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- - 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;
- - any special United States federal income tax consequences applicable to the
debt securities being issued; and
- - 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 set forth in the applicable
indenture. We will provide you those services free of charge, although you may
have to pay any tax or other governmental charge payable in connection with any
exchange or transfer, as set forth in the applicable indenture.
If any of the debt securities are held in global form, the procedures for
transfer of interests in those securities will depend upon the procedures of the
depositary for those global securities. See "Global Securities."
DEFEASANCE
Defeasance means we may terminate most of our obligations under the
applicable indenture with respect to such series, including our obligations to
comply with the restrictive covenants described in this prospectus, on the terms
and subject to the conditions contained in the indentures, by depositing in
trust with the appropriate trustee money or obligations of the United States
sufficient to pay the principal of, premium, if any, and interest on the debt
securities of such series. We must deliver to the trustee an opinion of counsel
to the effect that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for United
States federal income tax purposes. We must also deliver a ruling to such effect
received from or published by the United States Internal Revenue Service or
evidence of a change in applicable United States federal income tax law 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
dated as of February 12, 2001 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.
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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:
- - of any insolvency or bankruptcy proceedings, or any receivership, liquidation,
reorganization or other similar proceedings involving us or a substantial part
of our property;
- - 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;
- - 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
- - that the principal of and accrued interest on any subordinated debt securities
have been declared due and payable upon an event of default as defined under
the Subordinated Debt Indenture and that declaration has not been rescinded
and annulled as provided under the Subordinated Debt Indenture.
COVENANTS RESTRICTING PLEDGES, MERGERS AND OTHER SIGNIFICANT CORPORATE ACTIONS
In the following discussion, we use a number of capitalized terms which
have special meanings under the indentures. We provide definitions of these
terms under "Definitions" below.
Negative Pledge. Section 10.04 of the Senior Debt Indenture provides that
so long as any of the senior debt securities remains outstanding, we will not,
nor will we permit any Consolidated Subsidiary to, issue, assume or guarantee
any Debt if such Debt is secured by a mortgage upon any Principal Property or
upon any shares of stock or indebtedness of any Consolidated Subsidiary which
owns or leases any Principal Property, whether such Principal Property is owned
on the date of the Senior Debt Indenture or is thereafter acquired, without in
any such case effectively providing that the senior debt securities shall be
secured equally and ratably with such Debt, except that the foregoing
restrictions shall not apply to:
- - mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Consolidated Subsidiary;
- - 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;
- - mortgages securing Debt owing by any Consolidated Subsidiary to the Company or
another Consolidated Subsidiary;
- - 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;
- - 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
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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
- - one or more extensions, renewals or replacements, in whole or in part, of
mortgages existing at the date of the Senior Debt Indenture or any mortgage
referred to in the preceding five bullet points as long as those extensions,
renewals or replacements do not increase the amount of Debt secured by the
mortgage or cover any additional property.
Notwithstanding the above, we may, and may permit, any Consolidated
Subsidiary to issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions, provided that after giving effect thereto
the total of the aggregate amount of such Debt then outstanding, excluding
secured Debt permitted under the foregoing exceptions, and the aggregate amount
of Attributable Debt in respect of sale and lease-back arrangements at such
time, does not exceed 5% of Consolidated Net Tangible Assets, determined as of a
date not more than 90 days prior thereto. The Subordinated Debt Indenture does
not include negative pledge provisions.
Limitation on Sales and Leasebacks. Under the Senior Debt Indenture, we and
our Consolidated Subsidiaries are not allowed to enter into any sale and
leaseback arrangement involving a Principal Property which has a term of more
than three years, except for sale and leaseback arrangements between us and a
Consolidated Subsidiary or between Consolidated Subsidiaries, unless:
- - we or the Consolidated Subsidiary could incur Debt secured by a mortgage on
that Principal Property at least equal to the amount of Attributable Debt
resulting from that sale and leaseback transaction without having to equally
and ratably secure the senior debt securities in the manner described above
under "Negative Pledge"; or
- - we apply an amount equal to the greater of the net proceeds of the sale of the
Principal Property or the fair market value of the Principal Property within
120 days of the effective date of the sale and leaseback arrangement to the
retirement of our or a Consolidated Subsidiary's Funded Debt, including the
senior debt securities.
However, we cannot satisfy the second test by retiring:
- - Funded Debt that we were otherwise obligated to repay within the 120-day
period;
- - Funded Debt owned by us or by a Consolidated Subsidiary; or
- - Funded Debt that is subordinated in right of payment to the senior debt
securities.
The Subordinated Debt Indenture does not include any limitations on sales
and leasebacks.
Consolidation, Merger or Sale of Assets. The Senior Debt Indenture provides
that we will not consolidate or merge with or into any other corporation and
will not sell or convey our property as an entirety, or substantially as an
entirety, to another corporation if, as a result of such action, any Principal
Property would become subject to a mortgage, unless either:
- - 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
- - 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:
- - 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
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and punctual performance and observance of all of the covenants and conditions
of the applicable Indenture to be performed by us; and
- - we are not, or such continuing corporation is not, in default in the
performance of any such covenant or condition immediately after such merger,
consolidation or sale of assets.
DEFINITIONS
"Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the Senior Debt Indenture to mean, at the time of determination, the
lesser of:
- - the fair value of the property, as determined by our board of directors,
subject to such arrangement; or
- - 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 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:
- - such arrangement does not involve a Principal Property;
- - 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
- - 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:
- - all current liabilities, excluding any such liabilities deemed to be Funded
Debt;
- - all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles; and
- - 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:
- - are not required by generally accepted accounting principles to be
consolidated with our accounts for financial reporting purposes;
- - were not consolidated with our accounts in our then most recent annual report
to stockholders; and
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- - 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:
- - any Subsidiary which is principally engaged in
- owning, leasing, dealing in or developing real property, or
- purchasing or financing accounts receivable, making loans, extending
credit or other activities of a character conducted by a finance company,
or
- - any Subsidiary, substantially all of the business, properties or assets of
which were acquired after the date of the Senior Debt Indenture whether by way
of merger, consolidation, purchase or otherwise,
unless in each case our board of directors thereafter designates such Subsidiary
a Consolidated Subsidiary for the purposes of the Senior Debt Indenture.
"Debt" is defined in the Senior Debt Indenture to mean any indebtedness for
money borrowed and any Funded Debt.
"Funded Debt" is defined in the Senior Debt Indenture to mean indebtedness
maturing more than 12 months from the date of the determination thereof or
having a maturity of less than 12 months but renewable or extendible at the
option of the borrower beyond 12 months from the date of such determination:
- - for money borrowed; or
- - 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
The indentures provide that the following events will be events of default
with respect to the debt securities of a series:
- - we default in the payment of any interest on the debt securities of that
series for more than 30 days;
- - we default in the payment of any principal or premium on the debt securities
of that series on the date that payment was due;
- - we breach any of the other covenants applicable to that series of debt
securities and that breach continues for more than 90 days after we receive
notice from the trustee or the holders of at least 25% of the aggregate
principal amount of debt securities of that series; or
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- - we become bankrupt or insolvent.
The trustee or the holders of 25% of the aggregate principal amount of debt
securities of a series may declare all of the debt securities of that series to
be due and payable immediately if an event of default with respect to a payment
occurs. The trustee or the holders of 25% of the aggregate principal amount of
debt securities of each affected series voting as one class may declare all of
the debt securities of each affected series due and payable immediately if an
event of default with respect to a breach of a covenant occurs. The trustee or
the holders of 25% of the aggregate principal amount of debt securities
outstanding under the indenture voting as one class may declare all of the debt
securities outstanding under the indenture due and payable immediately if a
bankruptcy event of default occurs. The holders of a majority of the aggregate
principal amount of the debt securities of the applicable series or number of
series described in this paragraph may annul a declaration or waive a past
default except for a continuing payment default. If any of the affected debt
securities are Original Issue Discount Securities, by principal amount we mean
the amount that the holders would be entitled to receive by the terms of that
debt security if the debt security were declared immediately due and payable.
The holders of a majority in principal amount of the debt securities of any
or all series affected and then outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable trustee under the indentures. Notwithstanding the foregoing, a
trustee shall have the right to decline to follow any such direction if such
trustee is advised by counsel that the action so directed may not lawfully be
taken or if such trustee determines that such action would be unjustly
prejudicial to the holders not taking part in such direction or would involve
such trustee in personal liability.
Each indenture requires that we file a certificate each year with the
applicable trustee stating that there are no defaults under the indenture. Each
indenture permits the applicable trustee to withhold notice to holders of debt
securities of any default other than a payment default if the trustee considers
it in the best interests of the holders.
MODIFICATION OF INDENTURES
We can enter into a supplemental indenture with the applicable trustee to
modify any provision of the applicable indenture or any series of debt
securities without obtaining the consent of the holders of any debt securities
if the modification does not adversely affect the holders in any material
respect. In addition, we can generally enter into a supplemental indenture with
the applicable trustee to modify any provision of the indenture or any series of
debt securities if we obtain the consent of the holders of a majority of the
aggregate principal amount of debt securities of each affected series voting as
one class. However, we need the consent of each affected holder in order to:
- - change the date on which any payment of principal or interest on the debt
security is due;
- - reduce the amount of any principal, interest or premium due on any debt
security;
- - change the currency or location of any payment;
- - impair the right of any holder to bring suit for any payment after its due
date; or
- - reduce the percentage in principal amount of debt securities required to
consent to any modification or waiver of any provision of the indenture or the
debt securities.
CONCERNING THE TRUSTEES
Each trustee is a depository for funds of, makes loans to and performs
other services for us from time to time in the normal course of business.
FORM OF DEBT SECURITIES
Each debt security will be represented either by a certificate issued in
definitive form
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to a particular investor or by one or more global securities representing the
entire issuance of securities. Certificated securities in definitive form and
global securities will be issued in registered form. Definitive securities name
you or your nominee as the owner of the security and, in order to transfer or
exchange these securities or to receive payments other than interest or other
interim payments, you or your nominee must physically deliver the securities to
the trustee, registrar, paying agent or other agent, as applicable. Global
securities name a depositary or its nominee as the owner of the debt securities
represented by the global securities. The depositary maintains a computerized
system that will reflect each investor's beneficial ownership of the securities
through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below under
"Global Securities."
GLOBAL SECURITIES
We may issue the debt securities of any series in the form of one or more
fully registered global securities that will be deposited with a depositary or
with a nominee for a depositary identified in the prospectus supplement relating
to such series and registered in the name of the depositary or its nominee. In
that case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal or face
amount of outstanding registered securities of the series to be represented by
such global securities. Unless and until the depositary exchanges a global
security in whole for securities in definitive registered form, the global
security may not be transferred except as a whole by the depositary to a nominee
of the depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any of its nominees to a
successor of the depositary or a nominee of such successor.
If not described below, any specific terms of the depositary arrangement
with respect to any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement relating to such
series. We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security
("participants") or persons that may hold interests through participants. Upon
the issuance of a global security, the depositary for such global security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal or face amounts of the securities
represented by such global security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such securities. Ownership of
beneficial interests in such global security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the depositary for such global security, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in global securities. So long as the
depositary for a global security, or its nominee, is the registered owner of
such global security, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by
such global security for all purposes under the indentures. Except as set forth
below, owners of beneficial interests in a global security will not be entitled
to have the securities represented by such global security registered in their
names, will not receive or be entitled to receive physical delivery of 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
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procedures of the participant through which such person owns its interest, to
exercise any rights of a holder under either indenture. We understand that under
existing industry practices, if we request any action of holders or if an owner
of a beneficial interest in a global security desires to give or take any action
which a holder is entitled to give or take under either indenture, the
depositary for such global security would authorize the participants holding the
relevant beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or
take such action or would otherwise act upon the instructions of beneficial
owners holding through them.
Principal, premium, if any, and interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. We and the trustees or any of our
or their agents will not have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
We expect that the depositary for any debt securities represented by a
global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or commodities to holders in respect
of such global security, will immediately credit participants' accounts in
amounts proportionate to their respective beneficial interests in such global
security as shown on the records of such depositary. We also expect that
payments by participants to owners of beneficial interests in such global
security held through such participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
If the depositary for any debt securities represented by a global security
is at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and we do
not appoint a successor depositary registered as a clearing agency under the
Exchange Act within 90 days, we will issue such debt securities in definitive
form in exchange for such global security. In addition, we may at any time and
in our sole discretion determine not to have any of the debt securities of a
series represented by one or more global securities and, in such event, will
issue debt securities of such series in definitive form in exchange for all of
the global security or securities representing such debt securities. Any
securities issued in definitive form in exchange for a global security will be
registered in such name or names as the depositary shall instruct the relevant
Trustee. We expect that such instructions will be based upon directions received
by the depositary from participants with respect to ownership of beneficial
interests in such global security.
DESCRIPTION OF CAPITAL STOCK
The following description of the material terms of our capital stock is
based on the provisions of our amended and restated certificate of
incorporation. For more information as to how you can obtain a current copy of
our certificate of incorporation, see "Where You Can Find More Information."
Our amended and restated certificate of incorporation authorizes the
issuance of one million shares of preferred stock, par value $1.00 per share and
900 million shares of common stock, par value $1.00 per share.
PREFERRED STOCK
We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to
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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
December 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 legally available funds. Upon any liquidation or dissolution of the Company,
holders of common stock are entitled to receive pro rata all assets remaining
after payment of all liabilities and liquidation of any shares of any preferred
stock at the time outstanding. Holders of common stock have no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to common stock. As of December 31, 2000,
there were approximately 444,750,000 shares of our common stock outstanding and
approximately 22,193,000 shares reserved for issuance upon exercise of
outstanding stock options. All of our outstanding common stock is fully paid and
non-assessable and all of the shares of common stock that may be offered with
this prospectus will be fully paid and non-assessable.
STOCKHOLDER RIGHTS AGREEMENT
On December 6, 1995 we entered into a stockholder rights agreement which
was amended September 23, 1998. The material provisions of that rights agreement
are summarized below. However, since the terms of our rights agreement are
complex, this summary may not contain all of the information that is important
to you. For more information, you should obtain a copy of the agreement, which
is filed as an exhibit with the SEC. See "Where You Can Find More Information"
for information on how to obtain a copy.
Our rights agreement currently provides that each share of our outstanding
common stock has one-half of one right to purchase one one-thousandth of a share
of preferred stock. The purchase price per one one-thousandth of a share of
preferred stock under the stockholder rights agreement is $100.
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 at
least 15% of our outstanding common stock.
After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights. All shares
of our common stock issued prior to the date the rights separate from the common
stock have been and will be issued with the rights attached. The rights will
expire on December 6, 2005 unless earlier redeemed or exchanged by us.
If an acquiring person obtains or has the right to obtain at least 15% of
our common stock and none of the events described in the next paragraph have
occurred, then each right will entitle the holder to purchase for $100 a number
of shares of our common stock having a then current market value of $200.
If an acquiring person obtains or has the right to obtain at least 15% of
our common stock, then each right will entitle the holder to purchase for $100 a
number of shares of common stock of the acquiring person having a then current
market value of $200 if any of the following occurs:
- - we merge into another entity;
- - an acquiring entity merges into us; or
- - we sell more than 50% of our assets or earning power.
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Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 15% of our outstanding common stock will be null
and void.
Our rights agreement contains exchange provisions which provide that after
an acquiring person obtains 15% or more, but less than 50%, of our outstanding
common stock, our board of directors may, at its option, exchange all or part of
the then outstanding and exercisable rights for shares of our common stock, at
an exchange ratio of two shares of common stock per right.
Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.01 per right, subject to adjustment, prior to
the earlier of (1) the time that an acquiring person obtains 15% or more of our
outstanding common stock, or (2) the final expiration date of the rights
agreement. The ability to exercise the rights will terminate upon the action of
our board of directors ordering the redemption of the rights and the only right
of the holders of the rights will be to receive the redemption price.
Holders of rights will have no rights as Masco stockholders, such as the
right to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions designed to prevent efforts
to diminish the effectiveness of the rights.
For so long as the rights are redeemable, we may amend the rights agreement
in any respect. At any time when the rights are no longer redeemable, we may
amend the rights in any respect that does not adversely affect the holders of
rights, other than the types of acquiring persons we described earlier in this
section and their affiliates, that does not cause the rights agreement to become
amendable in any other way or does not cause the rights to again become
redeemable.
Our rights agreement contains provisions that have anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire us without conditioning the offer on a substantial number of rights
being acquired, redeemed or declared invalid. Accordingly, the existence of the
rights may deter acquirors from making takeover proposals or tender offers.
However, the rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of our board of directors to negotiate with an
acquiror on behalf of all of the stockholders. In addition, the rights should
not interfere with a proxy contest.
The transfer agent and registrar for our common stock is The Bank of New
York, New York, New York.
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in four ways:
- - directly to purchasers;
- - through agents;
- - through underwriters; and
- - 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
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their names and the terms of our agreement with them.
If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.
Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
some types of civil liabilities, including liabilities under the Securities Act
of 1933, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by the types of purchasers specified
in the prospectus supplement to purchase offered securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to only those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of such offers.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
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
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Masco Corporation for the year ended December
31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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.
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We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Rooms. You may also read our SEC filings, including the complete registration
statement and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" much of the information we
file with them, which means that we can disclose important information to you by
referring you directly to those publicly available documents. The information
incorporated by reference is considered to be part of this prospectus. In
addition, information we file with the SEC in the future will automatically
update and supersede information contained in this prospectus and the
accompanying prospectus supplement.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until we sell all of the securities we are offering with this
prospectus:
- - Our Annual Report on Form 10-K for the year ended December 31, 2000;
- - Our Current Report on Form 8-K dated March 28, 2001; and
- - 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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$500,000,000
MASCO CORPORATION
6% NOTES DUE 2004
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
COMMERZBANK CAPITAL MARKETS CORP.
BNP PARIBAS
BARCLAYS CAPITAL
MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
WACHOVIA SECURITIES, INC.
APRIL 26, 2001
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