AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1 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: [ ]
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") forming a part of the
Company's Amendment No. 1 to Registration Statement on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange Commission on
November 18, 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.
All of the information set forth in the Prospectus and the Letter of
Transmittal, and any prospectus supplement or other amendment thereto related to
the Exchange Offer hereafter filed by the Company with the Securities and
Exchange Commission, is hereby incorporated by reference into this Schedule TO
in answer to Items 1 through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Prospectus under the heading "Summary" is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. Masco Corporation is the issuer and subject company.
Its address is 21001 Van Born Rd., Taylor, MI 48180. Its telephone number is
(313) 274-7400.
(b) Securities. The subject securities consist of $1,874,978,000 aggregate
principal amount at maturity of the Company's Zero Coupon Convertible Senior
Notes due 2031.
(c) Trading Market and Price. The Old Notes are traded on the New York
Stock Exchange. The information in the Registration Statement under the heading
"Price Range of Our Old Notes and Common Stock" is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. Masco Corporation is the issuer and the subject
company. The information set forth under Item 2(a) above is incorporated herein
by reference. The address and telephone number of each of the Company's officers
and directors set forth below is c/o Masco Corporation, 21001 Van Born Rd.,
Taylor, MI 48180, (313) 274-7400.
NAME POSITION
---- --------
Richard A. Manoogian...................... Chairman of the Board and Chief Executive
Officer
Alan H. Barry............................. President and Chief Operating Officer
John R. Leekley........................... Senior Vice President and General Counsel
Timothy Wadhams........................... Senior Vice President and Chief Financial
Officer
Robert B. Rosowski........................ Vice President and Treasurer
Lillian Bauder............................ Vice President -- Corporate Affairs
David A. Doran............................ Vice President -- Taxes
Daniel R. Foley........................... Vice President -- Human Resources
Eugene A. Gargaro, Jr. ................... Vice President and Secretary
Peter A. Dow.............................. Director
Anthony F. Earley, Jr. ................... Director
Wayne B. Lyon............................. Director
NAME POSITION
---- --------
David L. Johnston........................................... Director
J. Michael Losh............................................. Director
Verne G. Istock............................................. Director
Thomas G. Denomme........................................... Director
Mary Ann Van Lokeren........................................ Director
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. The information in the Prospectus under the headings
"Summary," "The Exchange Offer," "Description of the New Notes" and "Material
United States Tax Consequences" is incorporated herein by reference.
(b) Purchases. None of the Company's officers, directors or affiliates
hold any of the Old Notes and, therefore, no Old Notes will be purchased from
any officer, director or affiliate of the Company in connection with the
Exchange Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information in the Prospectus under the headings
"Summary" and "The Exchange Offer" is incorporated herein by reference.
(b) Use of Securities Acquired. The Company will retire the Old Notes
acquired in the transaction.
(c) Plans. Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The consideration to be used in the Exchange Offer
consists of the New Notes. If all of the Old Notes are tendered and accepted for
exchange, an aggregate principal amount at maturity of $1,874,978,000 of New
Notes will be issued. The Company expects to pay fees and expenses in connection
with the exchange offer from the Company's working capital.
(b) Conditions. Not applicable.
(d) Borrowed Funds. Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. No Old Notes are held by any person named in
Item 1003 of Regulation M-A promulgated by the Securities and Exchange
Commission or by any of their associates or majority-owned subsidiaries.
(b) Securities Transactions. The Company is not aware of any transactions
in the Old Notes during the last 60 days by any of the following people: (1) the
Company, (2) any person named in Instruction C of Schedule TO or any associate
or majority-owned subsidiary of the Company, or (3) the Company and any
executive officer or director of any subsidiary of the Company.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. The information set forth in the
Prospectus under the captions "The Exchange Offer -- Exchange Agent," "The
Exchange Offer -- Dealer Managers," and "The Exchange Offer -- Fees and
Expenses" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial Information.
The following financial statements and information are incorporated by
reference:
(1) The audited consolidated financial statements of the Company set
forth in the Company's Current Report on Form 8-K as filed with the SEC on
November 12, 2004 which superseded the audited consolidated financial
statements of the Company set forth in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003, as filed with the SEC on
February 27, 2004.
(2) The unaudited condensed consolidated financial statements of the
Company set forth in the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, June 30, and September 30, 2004, as filed
with the SEC on May 6, August 5 and November 4, 2004; and
(3) The information set forth in the Prospectus under the caption
"Ratio of Earnings to Fixed Charges and Preferred Stock Dividends."
(4) The book value per share as of September 30, 2004 is $11.67.
(b) Pro Forma. The information set forth in the Prospectus under the
caption "Capitalization" is incorporated herein by reference. On a pro forma
basis, the exchange offer will have no material effect on the Company's
historical financial information; however, if none of the old notes are
exchanged for new notes, we will be required to restate earnings per share for
each of 2001, 2002 and 2003 and the nine months ended September 30, 2004 which
will result in a decrease in reported earnings per share of approximately $0.00,
$0.03, $0.04 and $0.05 per share, respectively.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings. Not
applicable.
(b) Other Material Information. Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(A) Form of Letter of Transmittal, incorporated by reference to
Exhibit 99.1 of the Registration Statement).
(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) Preliminary Prospectus dated November 18, 2004, incorporated
herein by reference to the Registration Statement.
(a)(5) Press Release issued November 18, 2004 (filed by the Company
pursuant to Rule 425 under the Securities Act of 1934, as
amended, and deemed filed pursuant to Rule 13e-4(c) under
the Securities Exchange Act of 1934, as amended).
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Tax Opinion of David A. Doran, incorporated by reference to
Exhibit 8 of 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/ RICHARD A. MANOOGIAN
--------------------------------------
Name: Richard A. Manoogian
Title: Chairman and
Chief Executive Officer
Date: November 18, 2004