-----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, FYDBEdBvxnesPX8d3NSjFrlPXiAHUCUL7mO0HAwRuUd77N4+6tOed/S9I/bJdDqU 3+iOnbmjXVCqaYO9uyuMsA== 0000950124-04-006090.txt : 20041207 0000950124-04-006090.hdr.sgml : 20041207 20041207144001 ACCESSION NUMBER: 0000950124-04-006090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041202 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041207 DATE AS OF CHANGE: 20041207 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: 041188295 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 k90327e8vk.txt CURRENT REPORT, DATED DECEMBER 2, 2004 UNITED STATES 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) DECEMBER 2, 2004 ----------------------------------- 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. DEPARTURE, ELECTION, OR APPOINTMENT OF DIRECTORS OR OFFICERS. (d) On December 2, 2004, the Board of Directors increased the size of the Board to ten directors and unanimously appointed Dennis W. Archer as a director of the Company, subject to shareholder approval at the 2005 Annual Meeting. Mr. Archer, 62, is the Chairman of Dickinson Wright PLLC, a Detroit-based law firm, and was the President of the American Bar Association from 2003 to 2004. He served two terms as Mayor of the city of Detroit, Michigan, from January 1994 through December 2001, and as an Associate Justice of the Michigan Supreme Court from 1985 to 1994. Mr. Archer currently serves on the board of directors of Compuware Corporation and Johnson Controls, Inc. There are no understandings or arrangements between Mr. Archer and any other person pursuant to which Mr. Archer was selected as a director. He presently does not serve on any committees of the Company's Board, although in the future he may be appointed to serve on a committee. There are and have been no transactions either since the beginning of the Company's last fiscal year or currently proposed, regarding Mr. Archer that are required to be disclosed by Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Archer's appointment is attached hereto as Exhibit 99 and is incorporated by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99 Press release of Masco Corporation dated December 3, 2004, regarding the appointment of Dennis W. Archer as a director. 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: Senior Vice President and Chief Financial Officer December 7, 2004 EXHIBIT INDEX 99 Press release of Masco Corporation dated December 3, 2004, regarding the appointment of Dennis W. Archer as a director. EX-99 2 k90327exv99.txt PRESS RELEASE, DATED DECEMBER 3, 2004 Exhibit 99 FOR IMMEDIATE RELEASE Contact: Samuel Cypert 313-792-6646 MASCO CORPORATION ANNOUNCES APPOINTMENT OF NEW DIRECTOR Taylor, Michigan (December 3, 2004) -- Masco Corporation (NYSE:MAS), announced that its Board of Directors has appointed a new Director: Dennis W. Archer, 62, is the Chairman of Dickinson Wright PLLC, a Detroit-based law firm, and was the President of the American Bar Association from 2003-2004. Mr. Archer served two terms as Mayor of the city of Detroit, Michigan, from January 1994 through December 2001, and as an Associate Justice of the Michigan Supreme Court from 1985 to 1994. Mr. Archer currently serves on the boards of directors of Compuware Corporation and Johnson Controls, Inc. "Masco is honored to have Dennis Archer join its Board of Directors. His broad-based legal experience and numerous leadership positions make him an excellent addition to our Board," said Richard A. Manoogian, Masco's Chairman and Chief Executive Officer. "I am certain he will play an important role and make meaningful contributions as an independent member of our Board and its committees." Headquartered in Taylor, Michigan, Masco Corporation is one of the world's leading manufacturers of home improvement and building products as well as a leading provider of services that include the installation of insulation and other building products. Masco Corporation's press releases and other information are available through the Company's toll free number, 1-888-MAS-NEWS, or under the Investor Relations section of Masco's website at www.masco.com. Statements contained herein may include certain forward-looking statements regarding Masco's future sales, earnings growth potential and other developments. Actual results may vary materially because of external factors such as interest rate fluctuations, changes in consumer spending and other factors over which management has no control. Masco believes that certain non-GAAP performance measures and ratios, used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. Non-GAAP performance measures and ratios should be viewed in addition to, and not as an alternative for, the Company's reported results under accounting principles generally accepted in the United States. Additional information about Masco's products, markets and conditions, which could affect Masco's future performance, is contained in Masco's filings with the Securities and Exchange Commission and is available on Masco's website at www.masco.com. Masco undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. ### -----END PRIVACY-ENHANCED MESSAGE-----