-----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, IM9sdyhqP0PcbQhgmYunW01hifNlRfgk8NF30Kqh3PWyTBHFnObwuW5pKPxq9Lha VdJUQspYWn91dPdgiCFOGg== 0000950124-04-006337.txt : 20041220 0000950124-04-006337.hdr.sgml : 20041220 20041220081408 ACCESSION NUMBER: 0000950124-04-006337 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041220 DATE AS OF CHANGE: 20041220 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10569 FILM NUMBER: 041212827 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 k89478a4sctoviza.txt AMENDMENT NO. 4 TO TENDER OFFER STATEMENT BY ISSUER AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 4 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- MASCO CORPORATION (Name of Subject Company (Issuer)) --------------------- MASCO CORPORATION, AS ISSUER (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2031 (Title of Class of Securities) 574599 AW6 (CUSIP Number of Class of Securities) --------------------- JOHN R. LEEKLEY SENIOR VICE PRESIDENT AND GENERAL COUNSEL MASCO CORPORATION 21001 VAN BORN RD. TAYLOR, MI 48180 (313) 274-7400 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons) --------------------- COPIES TO: BRUCE K. DALLAS 1600 EL CAMINO REAL MENLO PARK, CA 94025 (650) 752-2000 CALCULATION OF FILING FEE
- ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2) - ----------------------------------------------------------------------------------------------------------------------- $911,801,801 $115,525.29 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
(1) This tender offer statement relates to the exchange by Masco Corporation of an aggregate of up to $1,874,978,000 in principal amount at maturity of its Zero Coupon Convertible Senior Notes, Series B due 2031 for any and all of the $1,874,978,000 in principal amount at maturity of its currently outstanding Zero Coupon Convertible Senior Notes due 2031. Pursuant to Rule 457(c) under the Securities Act of 1933, this amount is based on the market price as of November 11, 2004 of the maximum amount of the currently outstanding Zero Coupon Convertible Senior Notes due 2031 that may be received by the Registrant from tendering holders. (2) Registration fee previously paid in connection with the Registrant's Registration Statement on Form S-4 filed November 12, 2004. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $115,525.29 Form or Registration No.: Form S-4 (File No. 333-120452) Filing party: Masco Corporation Date filed: November 12, 2004 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] INTRODUCTION This tender offer statement on Schedule TO (this "Schedule TO") is being filed by Masco Corporation, a Delaware corporation (the "Company"), pursuant to Rule 13e-4 of the Securities Exchange Act of 1934 in connection with its offer to exchange (the "Exchange Offer") up to $1,874,978,000 aggregate principal amount at maturity of its Zero Coupon Convertible Senior Notes, Series B due 2031 (the "New Notes") for any and all of the $1,874,978,000 aggregate principal amount at maturity of its currently outstanding Zero Coupon Convertible Senior Notes due 2031 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Company's prospectus (the "Prospectus") dated as of December 13, 2004 and filed with the Securities and Exchange Commission on December 14, 2004, and the related Letter of Transmittal for the Exchange Offer (the "Letter of Transmittal"), which are filed as Exhibits (a)(4) and (a)(1)(A) to this Schedule TO, respectively. This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Securities Act of 1934, as amended. ITEM 11. ADDITIONAL INFORMATION. (a) Agreements, Regulatory Requirements and Legal Proceedings. Not applicable. (b) Other Material Information. Not applicable. On December 20, 2004, the Company issued a press release announcing the final results of the Exchange Offer, which expired at midnight, New York City time, on Friday, December 17, 2004. A copy of the press release is filed as Exhibit (a)(5)(B) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS. (a)(1)(A) Form of Letter of Transmittal, incorporated by reference to Exhibit 99.1 of the Company's Amendment No. 3 to Registration Statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission on December 10, 2004. (a)(1)(B) Form of Notice of Guaranteed Delivery, incorporated by reference to Exhibit 99.2 of the Registration Statement. (a)(1)(C) Form of Letter to Clients, incorporated by reference to Exhibit 99.3 of the Registration Statement. (a)(1)(D) Form of Letter to Registered Holders and the Depository Trust Company Participants, incorporated by reference to Exhibit 99.4 of the Registration Statement. (a)(1)(E) Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner, incorporated by reference to Exhibit 99.5 of the Registration Statement. (a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification, incorporated by reference to Exhibit 99.6 to the Registration Statement. (a)(4) Prospectus, dated December 13, 2004, filed by the Company pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on December 14, 2004 incorporated herein by reference. (a)(5)(A) Press release issued November 18, 2004 (filed by the Company pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 13e-4(c) under the Securities Act of 1934, as amended). (a)(5)(B) Press release issued December 20, 2004 (announcing the results of the Exchange Offer). (b) Not applicable. (c) Not applicable. (d) Not applicable. (g) Tax Opinion of Davis Polk & Wardwell, incorporated by reference to Exhibit 8 to the Registration Statement.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MASCO CORPORATION /s/ TIMOTHY WADHAMS -------------------------------------- Name: Timothy Wadhams Title: Senior Vice President and Chief Financial Officer Date: December 20, 2004 EX-99.(A)(5)(B) 2 k89478a4exv99wxayx5yxby.txt PRESS RELEASE ISSUED DECEMBER 20, 2004 EXHIBIT (a)(5)(B) FOR IMMEDIATE RELEASE Contact: Samuel Cypert 313-792-6646 MASCO CORPORATION ANNOUNCES COMPLETION OF EXCHANGE OFFER Taylor, Michigan (December 20, 2004) -- Masco Corporation (NYSE: MAS) announced today that it has completed its offer to exchange up to $1,874,978,000 aggregate principal amount at maturity of its newly issued Zero Coupon Convertible Senior Notes, Series B due 2031 (the "New Notes") for an equal amount of its currently outstanding Zero Coupon Convertible Senior Notes due 2031 (the "Old Notes"). The exchange offer expired at midnight, New York City time, on December 17, 2004 (the "Expiration Date"). As of the Expiration Date, $1,871,444,000 aggregate principal amount at maturity of Old Notes, representing approximately 99.8% of the Old Notes, had been tendered. All Old Notes that were properly tendered have been accepted for exchange. The closing of the exchange offer is expected to occur on Thursday, December 23, 2004. Following the closing of the exchange offer, approximately $3,534,000 aggregate principal amount at maturity of the Old Notes will remain outstanding. Citigroup and Merrill Lynch & Co. are the dealer managers for the exchange offer. Additional details regarding the exchange offer are described in the final prospectus, dated as of December 13, 2004 and filed with the Securities and Exchange Commission ("SEC") on December 14, 2004. Copies of the final prospectus may be obtained free of charge at the SEC's website (www.sec.gov). J.P. Morgan Trust Company, National Association is serving as the exchange agent for the exchange offer. Its address, telephone and facsimile number are as follows: J.P. Morgan Trust Company, National Association Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Attention: Exchanges, Frank Ivins Masco Corporation Exchange Offer Telephone: (800) 275-2048 Fax: (214) 468-6494 THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. 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. Additional information about Masco's products, markets and conditions, which could affect the Masco's future performance, is contained in the Masco's filings with the SEC 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 except as required by the SEC. -----END PRIVACY-ENHANCED MESSAGE-----