As filed with the Securities and Exchange Commission on October 11, 2002
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MASCO CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 38-1794485
(State of other jurisdiction 21001 Van Born Road (I.R.S. Employer
of incorporation or organization) Taylor, MI 48180 Identification No.)
(313) 274-7400
(Address, including zip code, and telephone number including area
code, of Registrant's principal executive offices)
JOHN R. LEEKLEY
Senior Vice President and General Counsel
Masco Corporation
21001 Van Born Road
Taylor, MI 48180
(313) 274-7400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
JOHN M. BRANDOW
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-73802
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] ______
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ].
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit(1) Price(1) Registration Fee
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Debt Securities(2).......... $56,744,000 100% $56,744,000 $5,220.45
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933
and exclusive of accrued interest.
(2) The registrant has previously registered securities with a maximum initial
offering price of $1,249,991,452 pursuant to registration statement on
Form S-3 (Registration No. 333-73802), as amended (the "Shelf Registration
Statement"). As of the date of this registration statement, the aggregate
initial offering price of securities which remain to be issued pursuant to
the Shelf Registration Statement is $301,600,000.
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Incorporation by Reference of Registration Statement on Form S-3, File No.
333-73802
Masco Corporation (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-73802) declared effective on January 8,
2002 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration
Statement.
Exhibit
Number Description
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5 Opinion of John R. Leekley
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of John R. Leekley (included in Exhibit 5)
25 Powers of Attorney (included on signature page of Registration
Statement on Form S-3, File No. 333-73802)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Taylor, State of
Michigan, on this 10th day of October, 2002.
MASCO CORPORATION
By: /s/ Timothy Wadhams
---------------------------------
Name: Timothy Wadhams
Title: Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated.
Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER:
Chairman and Chief Executive Officer and
* Director October 10, 2002
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Richard A. Manoogian
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Timothy Wadhams Vice President and Chief Financial Officer October 10, 2002
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Timothy Wadhams
* Director October 10, 2002
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Thomas G. Denomme
* Director October 10, 2002
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Peter A. Dow
* Director October 10, 2002
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Anthony F. Earley, Jr.
* Director October 10, 2002
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Verne G. Istock
Signature Title Date
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* President and Chief Operating Officer October 10, 2002
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Raymond F. Kennedy
* Director October 10, 2002
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Wayne B. Lyon
* Director October 10, 2002
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Mary Ann Van Lokeren
*By: /s/ Timothy Wadhams
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Attorney-in-fact
EXHIBITS
Exhibit
Number Description
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5 Opinion of John R. Leekley
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of John R. Leekley (included in Exhibit 5)
25 Powers of Attorney (included on signature page of Registration
Statement on Form S-3, File No. 333-73802)