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)