-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYzpQB8Xt81boXERexFS54m+YdlAfSkzeX2YKlQqCTUKz/ek4HHjxsOaGW02dvHL aXrvcPN372PycLdQhflvOQ== 0000062996-98-000003.txt : 19980224 0000062996-98-000003.hdr.sgml : 19980224 ACCESSION NUMBER: 0000062996-98-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980212 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980223 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCO CORP /DE/ CENTRAL INDEX KEY: 0000062996 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 381794485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05794 FILM NUMBER: 98547122 BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747400 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO SCREW PRODUCTS CO DATE OF NAME CHANGE: 19731025 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 12, 1998 Date of report (Date of earliest event reported) MASCO CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-5794 38-1794485 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 21001 Van Born Road, Taylor, Michigan 48180 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (313) 274-7400 ITEM 5. OTHER EVENTS. The Registrant has completed the redemption on February 12, 1998 (the "Redemption Date") of all of its outstanding 5-1/4% Convertible Subordinated Debentures Due 2012 (the "Debentures"). Of the approximate $178,000,000 principal amount of the Debentures outstanding at the time the Registrant called them for redemption, approximately $177,118,000 principal amount of Debentures was converted into the Registrant's Common Stock at a conversion price of $42.28 per share. Holders of Debentures surrendered for redemption received 100% of the principal amount thereof, together with interest accrued to the Redemption Date, or $1,025.81 for each $1,000 principal amount of Debentures. The Registrant's press release issued January 12, 1998 announcing the redemption is attached as Exhibit 99.a hereto. On February 18, 1998, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.b, announcing its earnings for 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: 99.a Press Release dated January 12, 1998. 99.b Press Release dated February 18, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. MASCO CORPORATION By: /s/Richard G. Mosteller Richard G. Mosteller Senior Vice President - Finance Date: February 23, 1998 EXHIBIT INDEX 99.a Press Release dated January 12, 1998 99.b Press Release dated February 18, 1998 EX-99.A 2 FOR IMMEDIATE RELEASE Contact: Samuel Cypert 313-792-6646 MASCO CORPORATION ANNOUNCES REDEMPTION OF 5-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012 Taylor, Michigan ( January 12, 1998) - Masco Corporation (NYSE:MAS) today announced that it is calling all of its outstanding 5-1/4% Convertible Subordinated Debentures Due 2012 for redemption on February 12, 1998. Each $1,000 principal amount of Debentures will be redeemed for $1,025.81 in cash, which includes interest accrued to the redemption date. Debentures may be converted on or before the redemption date at the conversion price of $42.28 per share of Masco Corporation common stock, representing 23.65 shares for each $1,000 principal amount of Debentures, with no accrued interest on the Debentures or dividends on common stock and with fractional shares paid in cash. The closing price for the Masco Common Stock on the NYSE Composite Tape on January 8, 1998 was $51. Approximately $178 million principal amount of Debentures are presently outstanding. Citibank, N.A., 111 Wall Street, 5th Floor, New York, New York 10043, will act as redemption and conversion agent. Headquartered in Taylor, Michigan, Masco Corporation is one of the world's leading manufacturers of faucets, cabinets, locks and other consumer brand-name home improvement and building products. EX-99.B 3 FOR IMMEDIATE RELEASE Contact: Samuel Cypert 313-792-6646 MASCO CORPORATION REPORTS RECORD EARNINGS FOR 1997 Taylor, Michigan (February 18, 1998)-Masco Corporation (NYSE: MAS) today reported that net income for the year ended December 31, 1997 increased approximately 30 percent to a record $382.4 million from $295.2 million in 1996. Fourth quarter 1997 net income increased 26 percent to $105.5 million from $83.4 million in the 1996 fourth quarter. Net sales from continuing operations for 1997 were also a record $3.76 billion, an increase of 16 percent over the $3.24 billion in sales reported for all of 1996. For the fourth quarter of 1997, net sales increased 17 percent to $990 million compared with $843 million for the comparable 1996 period. Earnings per share increased approximately 28 percent to a record $2.35 in 1997 from $1.84 in 1996 (basic E.P.S. of $2.39 and $1.87 and diluted E.P.S. of $2.30 and $1.82 for 1997 and 1996, respectively). Earnings per share for the 1997 fourth quarter were $.64 compared with $.52 per share for the 1996 fourth quarter. Fourth quarter 1997 earnings per share benefited by approximately $.02 per share from a reduction in the income tax rate due primarily to the partial utilization of the Company's capital loss carryforward benefit. (Basic E.P.S. was $.65 and $.53 and diluted E.P.S. was $.62 and $.51 for the fourth quarter of 1997 and 1996, respectively.) "We exceeded in 1997 many of our operational and financial objectives including our increased sales, earnings and profit margin goals," said Masco Chairman Richard A. Manoogian. "Our improved performance is a reflection of our commitment to increase shareholder value by focusing on growth in our core businesses, by containing costs and by improving profitability. Assuming that the economy continues its present moderate rate of growth, Masco should achieve another record year in 1998." Masco Corporation is one of the world's leading manufacturers of faucets, cabinets, locks and other brand name consumer products for the home improvement and building markets. MASCO CORPORATION REPORTS RECORD EARNINGS FOR 1997 Three Months Ended Twelve Months Ended December 31 December 31 1997 1996 1997 1996 Net Sales $ 990,000 $ 843,000 $3,760,000 $3,237,000 Cost of Sales 626,550 549,170 2,378,250 2,048,070 -------- -------- --------- --------- Gross Profit 363,450 293,830 1,381,750 1,188,930 Selling, General and Administrative Expenses 202,630 176,090 775,930 696,290 Amortization of Acquired Goodwill 5,820 3,540 18,720 12,140 -------- -------- -------- --------- Operating Profit 155,000 114,200 587,100 480,500 Other Income, Net 14,400 35,500 43,800 22,200 --------- -------- -------- --------- Income Before Income Taxes 169,400 149,700 630,900 502,700 Income Taxes 63,900 66,300 248,500 207,500 --------- -------- -------- ---------- Net Income $ 105,500 $ 83,400 $ 382,400 $ 295,200 --------- -------- -------- -------- --------- -------- -------- -------- Earnings Per Share (A) $ .64 $ .52 $ 2.35 $ 1.84 --------- --------- -------- -------- --------- --------- -------- -------- Average Shares 165,300 160,800 163,000 160,600 Outstanding --------- --------- -------- -------- --------- --------- -------- --------
Amounts in thousands except per share data. (A) For 1997 and 1996, respectively, basic E.P.S. was $2.39 and $1.87 and diluted E.P.S. was $2.30 and $1.82. For the fourth quarter of 1997 and 1996, respectively, basic E.P.S. was $.65 and $.53 and diluted E.P.S. was $.62 and $.51. -----END PRIVACY-ENHANCED MESSAGE-----