PROSPECTUS SUPPLEMENT Pursuant to Rule 424b2
(To Prospectus dated December 12, 2002) Registration Statements No. 333-58036
and No. 333-100639
1,002,891 Shares
MASCO CORPORATION
COMMON STOCK
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This prospectus supplement relates to 1,002,891 shares of our common stock,
$1.00 par value per share, that are being issued effective December 27, 2002,
plus an indeterminate number of shares that may later be issued, to certain
shareholders of Hansgrohe AG, a stock corporation under German Law
("Hansgrohe"), as part of the purchase price for 4,541,760 voting shares of
Hansgrohe common stock held by these Hansgrohe shareholders. After giving effect
to the transaction, we will own approximately 65% of the outstanding voting
shares of Hansgrohe. We may issue up to an additional 1,500,000 shares of our
common stock to these Hansgrohe shareholders as contingent purchase price for
additional Hansgrohe shares. We acquired the additional shares of Hansgrohe on
December 27, 2002.
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This prospectus supplement and the related prospectus may be used by these
Hansgrohe shareholders to resell our shares. None of these Hansgrohe
shareholders owns more than 1% of our total outstanding shares. We have not
authorized any other person to use this prospectus supplement or the related
prospectus in connection with resales of shares without our prior written
consent.
Our common stock is listed on the New York Stock Exchange under the symbol
"MAS." On December 26, 2002, the closing price of our common stock was $21.15
per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is December 27, 2002
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
50,000,000 Shares
MASCO CORPORATION
COMMON STOCK
We may offer and issue, from time to time, up to 50,000,000 shares of
our common stock, par value $1.00 per share, in connection with acquisitions of
other businesses or assets. The consideration for these acquisitions may consist
of shares of common stock, cash, assumption of liabilities, or a combination of
these and other forms of consideration.
This prospectus may also be used by persons who receive shares of
common stock in connection with acquisitions and who wish to resell the shares.
We have not authorized any person to use this prospectus in connection with
resales of shares without our prior written consent.
Our common stock is listed on the New York Stock Exchange under the
symbol "MAS." On December 10, 2002, the closing price of our common stock was
$19.77 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is December 12, 2002
TABLE OF CONTENTS
PAGE
About This Prospectus 2
Special Note Regarding Forward-Looking Statements 2
Masco Corporation 3
Risk Factors 3
Use of Proceeds 5
Selected Financial Data 5
Description of Capital Stock 6
Offered Securities 7
Experts 8
Where You Can Find More Information 8
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, referred to as the SEC in this
prospectus, utilizing a shelf registration process. Under this shelf process, we
may issue, from time to time, up to 50,000,000 shares of our common stock in
connection with acquisitions of other businesses or assets. Each time we issue
common stock under the registration statement we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In this prospectus and in the documents we incorporate by reference, we
state our views about our future performance. These views, which constitute
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995, involve risks and uncertainties that are difficult to predict and,
accordingly, our actual results may differ materially from the results discussed
in such forward- looking statements. The Company has no obligation to update any
forward-looking statements as a result of new information, future events or
otherwise.
Factors that affect our results of operations include the levels of
home improvement and residential construction activity principally in North
America and Europe (including repair and remodeling and new construction), our
ability to effectively manage our overall cost structure, fluctuations in
European currencies (primarily the euro and British pound), the importance of
and our relationships with home centers (including The Home Depot, which
represented approximately 25 percent of our sales in 2001) as distributors of
home improvement and building products, and our ability to maintain our
leadership positions in our markets in the face of increasing global
competition. Historically, we have been able to largely offset cyclical declines
in housing markets through new product introductions and acquisitions as well as
market share gains. Additional factors that may significantly affect our
performance are discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
and in our Quarterly Reports on Form 10-Q that are on file with the SEC as well
as under the heading "Risk Factors" in this prospectus.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS,
IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND IN MATERIAL WE FILE WITH THE SEC.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, THE SECURITIES
DESCRIBED IN THIS PROSPECTUS ONLY WHERE OFFERS AND SALES ARE PERMITTED. SINCE
INFORMATION THAT WE FILE WITH THE SEC IN THE FUTURE WILL AUTOMATICALLY
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UPDATE AND SUPERSEDE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT, YOU SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF
ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.
MASCO CORPORATION
Masco Corporation manufactures, sells and installs home improvement and
building products, with emphasis on brand name products and services holding
leadership positions in their markets. Masco is among the largest manufacturers
in North America of brand name consumer products designed for the home
improvement and home construction markets. Our business segments are: cabinets
and related products; plumbing products; installation and other services;
decorative architectural products and other specialty products.
Our executive offices are located at 21001 Van Born Road, Taylor,
Michigan 48180. Our telephone number is (313) 274-7400 and our website address
is http://www.masco.com. The information on our website is not part of this
prospectus. Except as the context otherwise indicates, the terms "Masco," "we,"
"us," and "our" refer to Masco Corporation.
RISK FACTORS
Before purchasing these securities, you should consider all of the
information set forth in this prospectus, in any accompanying prospectus
supplement and the information incorporated by reference in this prospectus and,
in particular, you should take into account the risk factors set forth below.
WE CANNOT ASSURE YOU THAT OUR GROWTH STRATEGIES WILL BE SUCCESSFUL
Mergers and acquisitions have historically contributed significantly to
our long-term growth, after the initial impact on earnings of
transaction-related costs and expenses such as interest and added depreciation
and amortization. Successful strategic acquisitions require the integration of
operations and management and other efforts to realize the benefits that may be
available to us following the acquisition. Although we believe that we have been
successful in doing so in the past, we can give no assurance that we will
continue to be able to identify, acquire and integrate successful strategic
acquisitions in the future or be able to implement successfully our operating
and growth strategies within our existing markets or with respect to any future
product or geographic diversification efforts.
OUR BUSINESS HAS BEEN AFFECTED BY ECONOMIC WEAKNESS AND BUSINESS CONDITIONS
Factors that affect our results of operations include the levels of
home improvement and residential construction activity, principally in North
America and Europe (including repair and remodeling and new construction), our
ability to effectively manage our overall cost structure, fluctuations in
European currencies (primarily the euro and British pound), and our ability to
maintain our leadership positions in our markets in the face of increasing
global competition. Historically, we have been able largely to offset cyclical
declines in housing markets through new product introductions and acquisitions
as well as market share gains. We can give no assurance that we will be able to
offset these cyclical declines in the future.
WE RELY ON OUR KEY CUSTOMERS
Our relationships with home centers are important to us. Direct sales
of our product lines to home center retailers have increased substantially in
recent years and, in 2001, sales to our largest customer, The Home Depot, were
$2.1 billion (approximately 25 percent of total sales). Although builders,
dealers and other retailers represent other channels of distribution for our
products, we believe that the loss of a substantial portion of our sales to The
Home Depot would have a material adverse impact on our company.
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WE ARE DEFENDANTS IN LITIGATION INVOLVING PRODUCTS OF OUR BEHR PROCESS
CORPORATION SUBSIDIARY
We and our Behr Process Corporation subsidiary are defendants in
several class action lawsuits, including a class action lawsuit in the State of
Washington against Behr. These lawsuits related to certain of Behr's previously
manufactured exterior wood coating products. None of the complaints set forth
any specific amount of damages.
On October 29, 2002, we announced preliminary settlements to resolve
all of these class actions pending in the United States under which all claims
relating to the products would be dismissed without any admission of liability
or wrongdoing following final court approval of the settlements. Preliminary
settlement agreements have been reached; the aggregate cost of which we estimate
will be in a range of $166 million to $206 million. The Company has concluded
that no amount within that range is more likely than any other, and therefore
has recorded $166 million as a liability in the third quarter 2002 consolidated
financial statements related to these settlements. The Company is currently
negotiating its liability insurers' contribution to the cost of the settlements.
However, no insurance amounts have been recorded as of November 30, 2002.
Recoveries from liability insurers or other third parties will be recorded at
such time as they are agreed to, or otherwise received. Management believes that
the settlements described above will receive final approval without substantial
changes, although there can be no assurance in that regard. Management believes
that the Company will not incur additional material losses with regard to this
matter.
These proceedings and any recent developments concerning this
litigation are more fully described in our periodic and other reports filed with
the SEC and incorporated by reference into the registration statement of which
this prospectus forms a part.
OUR INTERNATIONAL BUSINESS HAS SPECIAL RISKS
Our international operations outside of North America, principally in
Europe, are subject to political, monetary, economic and other risks attendant
generally to international businesses. These risks generally vary from country
to country. Results of existing European operations have been adversely
influenced in recent years, in part due to softness in our European markets,
competitive pricing pressures on certain products, the effect of a higher
percentage of lower margin sales to total European sales and a stronger U.S.
dollar.
OUR MARKETS ARE HIGHLY COMPETITIVE
The major markets for our products are highly competitive. Competition
in all of our product lines is based primarily on performance, quality, style,
delivery, customer service and price, with the relative importance of such
factors varying among product categories.
WE HAVE FINANCIAL COMMITMENTS AND INVESTMENTS IN FINANCIAL ASSETS
As part of our acquisition strategy we often structure acquisition and
other transactions to provide, in addition to the consideration paid at closing,
contingent consideration to be paid in cash or stock if specified conditions are
met. These conditions may include the operating performance of the acquired
business in the case of an acquisition, the price of our common stock, or both.
In addition to possibly increasing the consideration we ultimately pay for an
acquisition, these conditions may also affect the number of contingently
issuable shares that are included in our periodic computation of diluted
earnings per common share, the amount of our accrued liabilities and our results
of operations.
We also maintain investments in a number of private equity funds and in
marketable securities. These investments are generally carried as long-term
assets on our balance sheet. We record investments in marketable securities at
fair value, which is subject to adjustment based on market fluctuations.
Unrealized losses that are temporary impairments and unrealized gains are
recognized, net of taxes, through shareholders' equity as a component of other
comprehensive income. Realized gains and losses and charges for
other-than-temporary impairments are included in other income.
Our investments in private equity funds have no readily ascertainable
market value. These equity funds may invest in transactions that have an above
average degree of financial leverage or business risk. Our investments in
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these funds are carried at cost and are periodically evaluated for impairment or
when circumstances indicate an impairment may exist. Income and gains, net
realized from these investments are included in other income when distributed or
received. In addition, we have commitments that may require us to contribute
additional capital to these private equity funds.
USE OF PROCEEDS
This prospectus relates to shares of common stock that may be offered
and issued by us from time to time in connection with acquisitions of other
businesses or assets. Other than the businesses or assets acquired, there will
be no proceeds to us from these offerings.
SELECTED FINANCIAL DATA
The following table sets forth summary consolidated financial
information for Masco's continuing operations for the periods and dates
indicated. Information for 1998 and 1997 has been restated for 1999 poolings of
interests, except for dividends. The information as it relates to the years
ended 2001-1997 is derived from our audited consolidated financial statements.
The interim unaudited data for the nine-month periods ended September 30, 2002
and 2001 have been derived from the Company's quarterly reports on Form 10-Q and
reflect, in the opinion of management, all adjustments, which are normal and
recurring in nature, necessary for a fair presentation of such data. You should
read the financial information presented below in conjunction with the
consolidated financial statements, accompanying notes and management's
discussion and analysis of financial condition and results of operations of
Masco, which are incorporated by reference into this prospectus.
NINE MONTHS ENDED SEPTEMBER 30 FISCAL YEAR ENDED DECEMBER 31
-------------------------------- -----------------------------------------------
2002 2001 2001 2000 1999
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
STATEMENT OF INCOME DATA:
Net sales $ 6,932,000 $ 6,187,000 $ 8,358,000 $ 7,243,000 $ 6,307,000
Income from continuing operations
before accounting change(1)(2)(3) $ 487,300 $ 71,000 $ 198,500 $ 591,700 $ 569,600
Per share of common stock:(3)
Income from continuing
operations before
accounting change(1)(2)
Basic $ 1.01 $ .16 $ .43 $ 1.34 $ 1.31
Diluted $ .96 $ .15 $ .42 $ 1.31 $ 1.28
Dividends declared $ .41 $ .26 $ .53 $ .50 $ .46
Dividends paid $ .40 1/2 $ .39 $ .52 1/2 $ .49 $ .45
BALANCE SHEET DATA:
Total assets $ 11,433,990 $ 9,213,230 $ 9,183,330 $ 7,744,000 $ 6,634,920
Long-term debt $ 3,964,340 $ 3,823,050 $ 3,627,630 $ 3,018,240 $ 2,431,270
Shareholders' equity $ 5,335,630 $ 4,106,700 $ 4,119,830 $ 3,426,060 $ 3,136,500
FISCAL YEAR ENDED DECEMBER 31
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1998 1997
STATEMENT OF INCOME DATA:
Net sales $ 5,280,000 $ 4,508,000
Income from continuing operations
before accounting change(1)(2)(3) $ 565,100 $ 444,100
Per share of common stock:(3)
Income from continuing
operations before
accounting change(1)(2)
Basic $ 1.30 $ 1.05
Diluted $ 1.26 $ 1.02
Dividends declared $ .43 1/2 $ .41
Dividends paid $ .43 $ .40 1/2
BALANCE SHEET DATA:
Total assets $ 5,618,850 $ 4,696,600
Long-term debt $ 1,638,290 $ 1,553,950
Shareholders' equity $ 2,774,040 $ 2,224,820
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(1) The nine months ended September 30, 2002 includes a $104
million after tax ($166 million pre-tax), charge for the Behr
litigation settlement.
(2) The nine months ended September 30, 2001 and the year 2001
include a $344 million after tax ($530 million pre-tax),
non-cash charge for the write-down of certain investments,
principally securities of Furnishings International Inc.
(3) The year 2000 includes a $94 million after tax ($145 million
pre-tax), non-cash charge for the planned disposition of
businesses and the write-down of certain investments.
(4) After giving effect to a 100 percent stock distribution in
July 1998.
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DESCRIPTION OF CAPITAL STOCK
The following description of the material terms of our capital stock is
based on the provisions of our amended and restated certificate of
incorporation. For more information as to how you can obtain a current copy of
our amended and restated certificate of incorporation, see "Where You Can Find
More Information."
Our amended and restated certificate of incorporation authorizes the
issuance of one million shares of preferred stock, par value $1.00 per share and
1.4 billion shares of common stock, par value $1.00 per share.
PREFERRED STOCK
We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to determine the voting powers, if any,
designations and powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, for each series of preferred stock that may
be issued and to fix the number of shares of each series of preferred stock.
As of September 30, 2002, there were approximately 16,700 shares of
series B convertible preferred stock outstanding. These preferred shares are
convertible into approximately 16,700,000 shares of common stock, subject to
adjustment. Each share of series B preferred stock is entitled to receive the
same dividends as, and in general has voting rights equivalent to those of, the
shares of common stock into which such preferred stock is convertible. Shares of
series B preferred stock vote as a class as required by Delaware law and are
subject to certain restrictions on transfer.
COMMON STOCK
Holders of common stock are entitled to one vote per share on matters
to be voted on by our stockholders and, subject to the rights of the holders of
any preferred stock of Masco then outstanding, to receive dividends, if any,
when declared by our board of directors in its discretion out of legally
available funds. Upon any liquidation or dissolution of Masco, holders of common
stock are entitled to receive pro rata all assets remaining after payment of all
liabilities and liquidation of any shares of any preferred stock at the time
outstanding. Holders of common stock have no preemptive or other subscription
rights, and there are no conversion rights or redemption or sinking fund
provisions with respect to common stock. As of September 30, 2002, there were
approximately 493,240,000 shares of our common stock outstanding and
approximately 20,601,000 shares reserved for issuance upon exercise of
outstanding stock options. All of our outstanding common stock is fully paid and
non-assessable and all of the shares of common stock that may be offered with
this prospectus will be fully paid and non-assessable.
The transfer agent and registrar for our common stock is The Bank of
New York, New York, New York.
STOCKHOLDER RIGHTS AGREEMENT
We have a stockholder rights agreement which provides that each share
of our outstanding common stock has one-half of one right to purchase one
one-thousandth of a share of preferred stock. The purchase price per one
one-thousandth of a preferred share under the stockholder rights agreement is
$100. Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.01 per right, subject to adjustment, prior to
the time that an acquiring person obtains 15% or more of our outstanding common
stock. The rights will expire on December 6, 2005 unless earlier redeemed or
exchanged by us.
The rights under our stockholder rights agreement are evidenced by the
outstanding certificates representing our common stock but will be represented
by separate certificates approximately 10 days after someone, other than we or
any of our subsidiaries or employee benefit plans, acquires at least 15% of our
outstanding common stock, or approximately 10 days after someone commences a
tender offer that would result in that person owning at least 15% of our
outstanding common stock.
If an acquiring person obtains or has the right to obtain at least 15%
of our outstanding common stock, then each right will entitle the holder to
purchase for $100 either a number of shares of our common stock having a then
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current market value of $200 or a number of shares of common stock of the
acquiring person having a then current market value of $200. After an acquiring
person obtains 15% or more, but less than 50%, of our outstanding common stock,
our board of directors may, at its option, exchange all or part of the then
outstanding and exercisable rights for shares of our common stock, at an
exchange ratio of two shares of common stock per right. Any rights obtained by a
person acquiring at least 15% of our outstanding common stock will be null and
void.
Our stockholder rights agreement has anti-takeover effects. The rights
may cause substantial dilution to a person or group that attempts to acquire us
without conditioning the offer on a substantial number of rights being acquired,
redeemed or declared invalid. Accordingly, the existence of the rights may deter
acquirors from making takeover proposals or tender offers. However, the rights
are not intended to prevent a takeover, but rather are designed to enhance the
ability of our board of directors to negotiate with an acquiror on behalf of all
of the stockholders. In addition, the rights should not interfere with a proxy
contest.
OFFERED SECURITIES
We propose to issue and sell the shares of common stock offered by this
prospectus in connection with acquisitions of other businesses or assets. The
shares of common stock will be offered on terms to be determined at the time of
sale. Shares of common stock may be issued in exchange for shares of capital
stock, partnership interests or other assets representing an interest, direct or
indirect, in other entities, in exchange for assets used in or related to the
business of these entities or otherwise pursuant to acquisition agreements. The
consideration for these acquisitions may consist of common stock, cash,
assumption of liabilities, or a combination of these and other forms of
consideration. The terms of any acquisition and of the issuance of any shares of
common stock in connection with an acquisition will generally be determined by
direct negotiations with the owners of the business or assets to be acquired or,
in the case of entities which are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by us. However, in some situations, we may issue shares of
common stock covered by this prospectus to pay brokers' commissions incurred in
connection with acquisitions. For a description of our common stock, see
"Description of Capital Stock."
This prospectus, as amended or supplemented if appropriate, has also
been prepared for use by prospective selling stockholders who receive shares of
common stock in acquisitions, including shares received under this prospectus;
provided, however, that no selling stockholder is authorized to use this
prospectus to reoffer any shares of common stock without first obtaining our
prior written consent. Resales may be made in the manner described in this
prospectus, as amended or supplemented, in the manner permitted by Rule 145(d)
under the Securities Act or under an exemption from the Securities Act. Profits
realized on resales by selling stockholders may be regarded as underwriting
compensation under the Securities Act.
Resales by selling stockholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, that securities firm may be
engaged to act as the selling stockholder's agent in the sale of the shares by
the selling stockholder, or the securities firm may purchase shares from the
selling stockholder as principal and then resell the shares from time to time.
The fees earned by or paid to the securities firm may be the normal stock
exchange commission or negotiated commissions or underwriting discounts to the
extent permissible. In addition, the securities firm may effect resales through
other securities dealers, and customary commissions or concessions to these
other dealers may be allowed. Sales of shares may be at negotiated prices, at
fixed prices, at market prices or at prices related to market prices then
prevailing. Sales of common stock may be made on the New York Stock Exchange or
other exchange on which the shares are traded, in the over-the-counter market,
by block trade, in special or other offerings, directly to investors or through
a securities firm acting as agent or principal, or a combination of these
methods. Any participating securities firm may be indemnified against certain
liabilities, including liabilities under the Securities Act. Any participating
securities firm may be deemed to be an underwriter within the meaning of the
Securities Act, and any commission earned by the securities firm may be deemed
to be underwriting discounts or commissions under the Securities Act.
In connection with resales, a prospectus supplement, if required, will
be filed under Rule 424(b) under the Securities Act, disclosing the name of the
selling stockholder, the participating securities firm, if any, the number of
shares involved and other details of the resale to the extent appropriate.
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EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 2001, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a registration statement on
Form S-4 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. Our descriptions in this
prospectus of the provisions of documents filed as exhibits to the registration
statement or otherwise filed with the SEC are only summaries of the documents'
material terms. If you want a complete description of the content of the
documents, you should obtain the documents by following the procedures described
in the paragraph below.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any materials we file at
the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. You may also read our SEC filings, including the
complete registration statement and all of the exhibits to it, through the SEC's
web site at www.sec.gov.
The SEC allows us to "incorporate by reference" much of the information
we file with them, which means that we can disclose important information to you
by referring you directly to those publicly available documents. The information
incorporated by reference is considered to be part of this prospectus. In
addition, information we file with the SEC in the future will automatically
update and supersede information contained in this prospectus and any
accompanying prospectus supplement.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities we are
offering with this prospectus and, if applicable, until the selling stockholders
sell all of the securities they are offering with this prospectus:
- Our Annual Report on Form 10-K for the year ended
December 31, 2001;
- Our Current Reports on Form 8-K dated May 14, 2002, June
19, 2002, June 27, 2002, July 30, 2002, August 20, 2002,
September 18, 2002, September 19, 2002, October 4, 2002,
October 16, 2002 and October 29, 2002;
- Our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 30,
2002; and
- The description of our common stock contained in the
amendment on Form 8 dated May 22, 1991 to our
registration statement on Form 8-A and the description
of our preferred stock purchase rights contained in the
amendment on Form 8- A12B/A dated March 18, 1999 to our
registration statement on Form 8-A.
You may obtain free copies of any of these documents by writing or
telephoning us at 21001 Van Born Road, Taylor, Michigan 48180, Attention: Samuel
Cypert, Vice President, Investor Relations, (313) 274-7400 or by visiting our
web site at www.masco.com. However, the information on our web site is not a
part of this prospectus.
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