SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MASCO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-1794485
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2001 VAN BORN ROAD 48180
TAYLOR, MI (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.|X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box | |
Securities Act registration statement file number to which this 333-120452
form relates: ------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Zero Coupon Convertible Senior Notes, New York Stock Exchange
Series B Due 2031
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The description of the Zero Coupon Convertible Senior Notes, Series B
Due 2031 of the Registrant registered hereunder presented under the caption
"Description of the Notes" in the Prospectus dated December 10, 2004, contained
in its effective Registration Statement on Form S-4 (Registration No.
333-120452) as amended, which Registration Statement was filed on November 12,
2004.
Item 2. Exhibits
EXHIBIT
NUMBER DESCRIPTION
3.1 Form of the Restated Certificate of Incorporation of the Registrant, as
amended (Incorporated by reference to Exhibit 3.I of the Registrant's
Annual Report on Form 10-K, File No. 001-05794, filed with the
Securities and Exchange Commission on March 14, 2003).
3.2 Amended Bylaws of the Registrant (Incorporated by reference to Exhibit
3.II of the Registrant's Annual Report on Form 10-K, File No.
001-05794, filed with the Securities and Exchange Commission on March
14, 2003).
4.1 Rights Agreement dated as of December 6, 1995 between the Registrant
and The Bank of New York, as Rights Agent, and Amendment No. 1 dated
September 23, 1998 (Incorporated by reference to Exhibit 4.b of the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000).
4.2 Form of Indenture between the Registrant and J.P. Morgan Trust Company,
National Association (as successor in interest to Bank One Trust
Company, National Association), as trustee, relating to the
Registrant's debt securities (Incorporated by reference to Exhibit 4.2
to the Registrant's Registration Statement on Form S-3, File No.
333-58034, filed with the Securities and Exchange Commission on March
30, 2001).
4.3 Form of Second Supplemental Indenture to the Indenture between the
Registrant and J.P. Morgan Trust Company, National Association, as
trustee, relating to the Zero Coupon Convertible Senior Notes, Series B
due July 20, 2031 (incorporated by reference to the Registrant's
Registration Statement on Form S-4, File No. 333-120452, filed with the
Securities and Exchange Commission on November 12, 2004).
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Masco Corporation
By: /s/ TIMOTHY WADHAMS
-------------------------------------
Name: Timothy Wadhams
Title: Senior Vice President and
Chief Financial Officer
Date: December 13, 2004
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3.1 Form of the Restated Certificate of Incorporation of the Registrant, as
amended (Incorporated by reference to Exhibit 3.I of the Registrant's
Annual Report on Form 10-K, File No. 001-05794, filed with the
Securities and Exchange Commission on March 14, 2003).
3.2 Amended Bylaws of the Registrant (Incorporated by reference to Exhibit
3.II of the Registrant's Annual Report on Form 10-K, File No.
001-05794, filed with the Securities and Exchange Commission on March
14, 2003).
4.1 Rights Agreement dated as of December 6, 1995 between the Registrant
and The Bank of New York, as Rights Agent, and Amendment No. 1 dated
September 23, 1998 (Incorporated by reference to Exhibit 4.b of the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000).
4.2 Form of Indenture between the Registrant and J.P. Morgan Trust Company,
National Association (as successor in interest to Bank One Trust
Company, National Association), as trustee, relating to the
Registrant's debt securities (Incorporated by reference to Exhibit 4.2
to the Registrant's Registration Statement on Form S-3, File No.
333-58034, filed with the Securities and Exchange Commission on March
30, 2001).
4.3 Form of Second Supplemental Indenture to the Indenture between the
Registrant and J.P. Morgan Trust Company, National Association, as
trustee, relating to the Zero Coupon Convertible Senior Notes, Series B
due July 20, 2031 (incorporated by reference to the Registrant's
Registration Statement on Form S-4, File No. 333-120452, filed with the
Securities and Exchange Commission on November 12, 2004).