Filed by Masco Corporation pursuant to
Rule 425 under the Securities Act of 1933
Subject Company: Masco Corporation
Commission File No. 333-120452
FOR IMMEDIATE RELEASE Contact:
Samuel Cypert
313-792-6646
MASCO CORPORATION COMMENCES REGISTERED
EXCHANGE OFFER FOR ITS ZERO COUPON
CONVERTIBLE SENIOR NOTES DUE 2031
Taylor, Michigan (November 18, 2004) -- Masco Corporation (NYSE: MAS)
announced today that it has commenced an 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").
Masco Corporation is offering to exchange $1,000 of principal amount at
maturity of the New Notes for each $1,000 of principal amount at maturity of the
Old Notes. As consideration for exchanging Old Notes for New Notes, holders of
New Notes will also receive an exchange fee of $1.25 per $1,000 principal amount
at maturity of the New Notes. In addition, if certain transactions that
constitute a change of control occur on or prior to January 20, 2007, under
certain circumstances, the conversion rate for the New Notes will be increased.
The New Notes will be convertible into cash and, at Masco Corporation's option,
in part in common stock, while the Old Notes are convertible solely into Masco
Corporation common stock. The purpose of the exchange offer is to reduce the
likelihood of dilution to our shareholders as a result of a recent change in
accounting rules governing certain types of convertible securities, including
the Old Notes.
The exchange is intended to be tax-free to the holders of the Old Notes
for United States federal income tax purposes. The consummation of the exchange
offer is subject to the condition that the exchange will not result in any
adverse tax consequences to Masco Corporation and other customary conditions for
transactions of this nature. The full terms of the exchange offer, a description
of the New Notes and the material differences between the New Notes and the Old
Notes and other information relating to the exchange offer and Masco Corporation
are set forth in a Registration Statement on Form S-4 and the prospectus
included therein filed with the Securities and Exchange Commission on November
18, 2004 (the "Commencement Date").
The exchange offer will expire at midnight on December 17, 2004, unless
extended or terminated. Holders must tender their Old Notes prior to the
expiration time if they wish to participate in the exchange offer. Citigroup and
Merrill Lynch & Co. are the dealer managers for the exchange offer. Copies of
the prospectus and the related letter of transmittal may be obtained from J.P.
Morgan Trust Company, National Association, which is serving as the exchange
agent for the exchange offer. J.P. Morgan Trust Company, National Association's
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
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. 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. 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 the Masco's future
performance, is contained in the 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.
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