-----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, Vqcq7GhllWJVVPoCmRY7iVAWS9MZOUC2rzVwUrWoUA4rSzyftEWU/NIzmN6ac6Dn OV0vuSj40kRYAI/rbCzR4Q== 0000950103-02-001007.txt : 20021011 0000950103-02-001007.hdr.sgml : 20021011 20021011111548 ACCESSION NUMBER: 0000950103-02-001007 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-73802 FILED AS OF DATE: 20021011 EFFECTIVENESS DATE: 20021011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCO CORP /DE/ CENTRAL INDEX KEY: 0000062996 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 381794485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-100506 FILM NUMBER: 02787088 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 S-3MEF 1 oct1002_s3mef.txt As filed with the Securities and Exchange Commission on October 11, 2002 Registration No. 333-_______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- MASCO CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 38-1794485 (State of other jurisdiction 21001 Van Born Road (I.R.S. Employer of incorporation or organization) Taylor, MI 48180 Identification No.) (313) 274-7400 (Address, including zip code, and telephone number including area code, of Registrant's principal executive offices) JOHN R. LEEKLEY Senior Vice President and General Counsel Masco Corporation 21001 Van Born Road Taylor, MI 48180 (313) 274-7400 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- Copies to: JOHN M. BRANDOW Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] 333-73802 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] ______ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ______ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]. -------------- CALCULATION OF REGISTRATION FEE ======================================================================================================= Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of Securities to be Registered Registered Per Unit(1) Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------- Debt Securities(2).......... $56,744,000 100% $56,744,000 $5,220.45 =======================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933 and exclusive of accrued interest. (2) The registrant has previously registered securities with a maximum initial offering price of $1,249,991,452 pursuant to registration statement on Form S-3 (Registration No. 333-73802), as amended (the "Shelf Registration Statement"). As of the date of this registration statement, the aggregate initial offering price of securities which remain to be issued pursuant to the Shelf Registration Statement is $301,600,000. =============================================================================== Incorporation by Reference of Registration Statement on Form S-3, File No. 333-73802 Masco Corporation (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-73802) declared effective on January 8, 2002 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. Exhibits The following documents are filed as exhibits to this Registration Statement. Exhibit Number Description ------- ----------------------------------------------------------------- 5 Opinion of John R. Leekley 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of John R. Leekley (included in Exhibit 5) 25 Powers of Attorney (included on signature page of Registration Statement on Form S-3, File No. 333-73802) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taylor, State of Michigan, on this 10th day of October, 2002. MASCO CORPORATION By: /s/ Timothy Wadhams --------------------------------- Name: Timothy Wadhams Title: Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated. Signature Title Date --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: Chairman and Chief Executive Officer and * Director October 10, 2002 - --------------------------------------------- Richard A. Manoogian PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Timothy Wadhams Vice President and Chief Financial Officer October 10, 2002 - --------------------------------------------- Timothy Wadhams * Director October 10, 2002 - --------------------------------------------- Thomas G. Denomme * Director October 10, 2002 - --------------------------------------------- Peter A. Dow * Director October 10, 2002 - --------------------------------------------- Anthony F. Earley, Jr. * Director October 10, 2002 - --------------------------------------------- Verne G. Istock Signature Title Date --------- ----- ---- * President and Chief Operating Officer October 10, 2002 - --------------------------------------------- Raymond F. Kennedy * Director October 10, 2002 - --------------------------------------------- Wayne B. Lyon * Director October 10, 2002 - --------------------------------------------- Mary Ann Van Lokeren *By: /s/ Timothy Wadhams ----------------------------------------- Attorney-in-fact
EXHIBITS Exhibit Number Description ------- ------------------------------------------------------------------ 5 Opinion of John R. Leekley 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of John R. Leekley (included in Exhibit 5) 25 Powers of Attorney (included on signature page of Registration Statement on Form S-3, File No. 333-73802) EX-5 3 oct1002_ex05.txt Exhibit 5 October 10, 2002 Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 Re: Masco Corporation Registration Statement on Form S-3 Dear Sirs: I am acting as your counsel in connection with the Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, filed pursuant to Rule 462(b), in which this opinion is included as Exhibit 5, registering senior debt securities (the "Securities") of Masco Corporation (the "Company"). The Securities are to be issued under an Indenture dated as of February 12, 2001 between the Company and Bank One Trust Company, National Association, as Trustee (the "Indenture"). I or attorneys under my supervision upon whom I am relying, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents and corporate records, as I have deemed necessary or advisable for the purpose of this opinion. Based upon the foregoing, I am of the opinion that: (1) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware; (2) The Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company; and (3) When the issuance of the Securities has been duly authorized by appropriate corporate action and such Securities have been duly executed, authenticated and delivered in accordance with the Indenture and sold as described in the Registration Statement, including the Prospectus and Prospectus Supplement relating to such Securities, subject to the final terms of the Securities being in compliance with then applicable law, the Securities will be valid and binding obligations of the Company entitled to the benefits of the Indenture. I hereby consent to the filing of this opinion as Exhibit 5 to the Company's Registration Statement on Form S-3. I also consent to the reference to me under the caption "Legal Opinions" in the Prospectus. Very truly yours, /s/John R. Leekley ----------------------------------- John R. Leekley Senior Vice President and General Counsel EX-23.1 4 oct1002_ex2301.txt Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 13, 2002 relating to the financial statements and financial statement schedule, which appears in Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP Detroit, Michigan October 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----