-----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, EgPFvvx5dvKrTX/fYhilvpZB5LZhzgtPFfmDdx+j+vOZWqmc8HFbK7KBPnXGo0zU VHlZz/+cFbsMVtVP7UXmlQ== 0000950124-06-005707.txt : 20061003 0000950124-06-005707.hdr.sgml : 20061003 20061003132057 ACCESSION NUMBER: 0000950124-06-005707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061003 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061003 DATE AS OF CHANGE: 20061003 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: 061123360 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 k08870e8vk.txt CURRENT REPORT, DATED OCTOBER 3, 2006 ================================================================================ 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) OCTOBER 3, 2006 ---------------------- 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 8.01. OTHER EVENTS. The opinion of John R. Leekley filed herewith is incorporated by reference into the Company's Registration Statement on Form S-3 (No. 333-100641). ITEM 9.01. FINANCIAL STATEMENTS 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/ John R. Leekley Name: John R. Leekley Title: Senior Vice President and General Counsel October 3, 2006 EXHIBIT INDEX 99 Opinion of John R. Leekley EX-99 2 k08870exv99.txt OPINION OF JOHN R. LEEKLEY EXHIBIT 99 October 3, 2006 Masco Corporation 21001 Van Born Road Taylor, Michigan 48180- RE: MASCO CORPORATION REGISTRATION STATEMENTS ON FORM S-3 (REG. NO. 333-100641) Dear Sirs: I have acted as your counsel in connection with the filing of the Registration Statement on Form S-3 (Reg. No. 333-100641) under the Securities Act of 1933, as amended (the "Act"), registering securities of Masco Corporation (the "Company"), including among other securities, debt securities, which registration statement has heretofore become effective. Such registration statement as amended and supplemented, including documents incorporated therein by reference, are herein referred to as the "Registration Statement." I have also acted as your counsel in connection with issuance and sale of $1,000,000,000 aggregate principal amount of the Company's 6.125% Notes Due 2016 (the "Securities") in an underwritten public offering pursuant to an Underwriting Agreement dated as of September 28, 2006 between the Company and the underwriters named therein. The Securities are to be issued under an Indenture dated as of February 12, 2001 between the Company and The Bank of New York Trust Company, N.A. (successor in interest to Bank One Trust Company, National Association), as Trustee (the "Indenture"). The prospectus dated December 11, 2002 and the prospectus supplement dated September 28, 2006 relating to the Securities (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 Statement. 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) The issuance of the Securities has been duly authorized by appropriate corporate action, the 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 the Securities, and the Securities are 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 99 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-----