-----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, DfTOxs5w9znYisTSnOpqi2FR9SSjtjHuvJ+cFjKg/7qKuU9Zxy2vnpmy4Pb0Y/qZ RffzZUnRm5Y38+0DdzjZkw== 0000950124-02-001835.txt : 20020515 0000950124-02-001835.hdr.sgml : 20020515 20020515143138 ACCESSION NUMBER: 0000950124-02-001835 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020514 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020515 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05794 FILM NUMBER: 02650984 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 k69718e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) MAY 14, 2002 -------------------------------- 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) (313) 274-7400 -------------- Registrant's telephone number, including area code ITEM 5. OTHER EVENTS The opinion of John R. Leekley filed herewith is incorporated by reference into the Company's Registration Statements on Form S-3 (Nos. 333-58034 and 333-73802). Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99 Opinion of John R. Leekley SIGNATURE 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 thereunto duly authorized. MASCO CORPORATION By: /s/ Timothy Wadhams -------------------------------- Name: Timothy Wadhams Title: Vice President and Chief Financial Officer May 14, 2002 EXHIBIT INDEX 99 Opinion of John R. Leekley EX-99 3 k69718ex99.txt OPINION OF JOHN R. LEEKLEY EXHIBIT 99 [MASCO LETTERHEAD] May 14, 2002 Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 RE: MASCO CORPORATION REGISTRATION STATEMENTS ON FORM S-3 (REG. NOS. 333-58034 AND 333-73802) Dear Sirs: I have acted as your counsel in connection with the filing of the Registration Statements on Form S-3 (Reg. Nos. 333-58034 and 333-73802) under the Securities Act of 1933, as amended (the "Act"), registering securities of Masco Corporation (the "Company"), including among other securities shares of Common Stock, $1.00 par value (the "Common Stock"), which registration statements have heretofore become effective. Such registration statements as amended and supplemented, including documents incorporated therein by reference, are herein collectively referred to as the "Registration Statements." I have also acted as your counsel in connection with the issuance and sale of 22,000,000 shares of Common Stock (the "Shares") in an underwritten public offering pursuant to an Underwriting Agreement dated as of May 8, 2002 between the Company and the underwriters named therein. The prospectus dated January 8, 2002 and the prospectus supplement dated May 8, 2002 relating to the Shares (the "Prospectus Supplement") in the forms filed with the Commission pursuant to Rule 424 of the Act, including documents incorporated therein by reference, are herein referred to as the "Prospectus." 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, and I have participated in the preparation of the Registration Statements. 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; and (2) The issuance of the Shares has been duly authorized by appropriate corporate action, the Shares have been duly issued and sold as described in the Registration Statements, including the Prospectus and Prospectus Supplement relating to the Shares, and the Shares have been legally issued and are fully paid and non-assessable. Masco Corporation May 14, 2002 Page 2 I hereby consent to the filing of this opinion as Exhibit 5 to the Company's Current Report on Form 8-K. 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 -----END PRIVACY-ENHANCED MESSAGE-----