Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - MASCO CORP /DE/ | k48958exv1w1.htm |
| EX-4.1 - EX-4.1 - MASCO CORP /DE/ | k48958exv4w1.htm |
| EX-5.1 - EX-5.1 - MASCO CORP /DE/ | k48958exv5w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 5, 2010
MASCO CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 1-5794 | 38-1794485 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| incorporation) |
21001 Van Born Road
Taylor, Michigan 48180
(Address of principal executive offices and zip code)
Taylor, Michigan 48180
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (313) 274-7400
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 8.01 Other Events | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-1.1 | ||||||||
| EX-4.1 | ||||||||
| EX-5.1 | ||||||||
Table of Contents
Item 8.01 Other Events
Entry into Underwriting Agreement
On March 5, 2010, Masco Corporation (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Banc of America Securities LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc. on behalf of the several underwriters named therein in connection
with the offer and sale of its 7.125% Notes due 2020 (the “Notes”) in an underwritten public
offering (the “Offering”). The Offering is expected to be completed on March 10, 2010. The
Underwriting Agreement includes the terms and conditions for the Notes, indemnification and
contribution obligations, and other terms and conditions customary in agreements of this type.
In connection with the Offering, the Company is filing the Underwriting Agreement as Exhibit
No. 1.1 to this current report on Form 8-K, which is to be incorporated by reference in its
entirety into the Company’s Registration Statement on Form S-3 filed on February 24, 2010 (Reg. No.
333-165047), including the prospectus contained therein, (the “Registration Statement”).
Issuance of $500,000,000 of Notes
On March 10, 2010, the Company expects to consummate the issuance and sale of $500,000,000
aggregate principal amount of the Notes, pursuant to the Underwriting Agreement. The Notes will be
issued pursuant to an Indenture dated as of February 12, 2001 (the “Indenture”) between the Company
and Bank of New York Mellon, National Association as trustee.
The Notes will be offered pursuant to the Registration Statement and a related preliminary
prospectus supplement dated March 5, 2010 and a prospectus supplement dated March 5, 2010.
The material terms and conditions of the Notes are set forth in the Form of Global Note filed
herewith as Exhibit 4.1 and incorporated by reference herein and in the Indenture filed as Exhibit
4.1 to the Registration Statement.
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Table of Contents
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated March 5, 2010, among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein | |
4.1
|
Form of Global Note for the 7.125% Notes due 2020 | |
5.1
|
Opinion of Gregory D. Wittrock | |
23.1
|
Consent of Gregory D. Wittrock (contained in Exhibit 5.1) |
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| MASCO CORPORATION |
||||
| Dated: March 9, 2010 | By: | /s/ John G. Sznewajs | ||
| Name: | John G. Sznewajs | |||
| Title: | Vice President, Treasurer and Chief Financial Officer | |||
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Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated March 5, 2010, among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein | |
4.1
|
Form of Global Note for the 7.125% Notes due 2020 | |
5.1
|
Opinion of Gregory D. Wittrock | |
23.1
|
Consent of Gregory D. Wittrock (contained in Exhibit 5.1) |
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