UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 5, 2004
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MASCO CORPORATION
(Exact name of Registrant as Specified in Charter)
DELAWARE 1-5794 38-1794485
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180
(Address of Principal Executive Offices) (Zip Code)
(313) 274-7400
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 5, 2004, the Company entered into a U.S.$2,000,000,000 5-Year
Revolving Credit Agreement (the "New Credit Agreement") among Masco Corporation
and Masco Europe S.a r.l., as borrowers, the banks party thereto, as lenders,
and Citibank, N.A., as Syndication Agent, Sumitomo Mitsui Banking Corporation,
as Documentation Agent, Bank One, NA, as Administrative Agent, and J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Book Runners. The New Credit Agreement replaces two credit facilities: (i)
the U.S. $750 Million 364-Day Revolving Credit Agreement dated as of November 7,
2003 among Masco Corporation and Masco Europe S.a r.l., as borrowers, the banks
party thereto, as lenders, Commerzbank AG, Barclays Bank PLC and Keybank,
National Association, as Documentation Agents, Citibank, N.A., as Syndication
Agent, and Bank One, NA, as Administrative Agent, which agreement expired by its
own terms, and (ii) the U.S.$1.25 Billion Amended and Restated 5-Year Revolving
Credit Agreement dated as of November 8, 2002 among Masco Corporation and Masco
Europe S.a r.l., as borrowers, the banks party thereto, Commerzbank AG, New York
and Grand Caymen Branches, and Citibank, N.A., as Administrative Agent, which
agreement was terminated in connection with the execution of the New Credit
Agreement.
The New Credit Agreement provides for a five-year unsecured revolving
credit facility available to each borrower in U.S. dollars and European euros
(with a sublimit for euro borrowings of U.S. $750 million equivalent). Standby
letters of credit may also be issued under the facility. The Company may, at its
option and subject to customary conditions, request an increase in the aggregate
commitment by up to $250 million without the consent of any non-participation
lenders. Borrowings will bear interest at various floating rate options as
selected by the Company. There are no loans outstanding under the New Credit
Agreement.
The New Credit Agreement contains customary terms and conditions
substantially consistent with those contained in the prior credit facilities,
including financial covenants requiring a leverage ratio and a minimum
consolidated net worth, and events of default based on payment obligations,
material inaccuracies of representations and warranties, covenant defaults,
insolvency proceedings, monetary judgments, change in control, certain ERISA
events and defaults under certain other indebtedness.
J.P.Morgan Securities Inc., or certain of its affiliates, acts as a
depository of funds of, makes loans to and performs other services for the
Company from time to time in the normal course of business, including acting as
trustee under the Company's indentures. The Company's Chairman of the Board and
Chief Executive Officer, Richard A. Manoogian, serves as a director of JPMorgan
Chase & Co., an affiliate of J.P.Morgan Securities Inc.
A copy of the New Credit Agreement is attached hereto as Exhibit 4.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information provided under Item 1.01 of this report is incorporated
herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Under Item 1.01 of this report, on November 5, 2004, the Company entered
into a new 5-year revolving credit agreement. The information provided under
Item 1.01 of this report is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS
During the first quarter of 2004, the Company determined that several of
its European businesses are not core to the Company's long-term growth strategy
and, accordingly, embarked on a plan of disposition. As a result, the Company
has restated its consolidated financial statements and schedule for the three
years ended December 31, 2003, 2002 and 2001 to reclassify and separately state
operations classified as discontinued operations during the first quarter of
2004.
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These restated consolidated financial statements and the financial
statement schedule and certain related items including, Report of Independent
Registered Public Accounting Firm, Selected Financial Data, Management's
Discussion and Analysis of Financial Condition and Results of Operations,
Quantitative and Qualitative Disclosures about Market Risk, and Ratio of
Earnings to Fixed Charges, are being filed with this Current Report on Form 8-K
in connection with the Company's Registration Statement on Form S-4 being filed
concurrently herewith registering Zero Coupon Convertible Senior Notes, Series B
Due 2031 to be offered in exchange for the Company's Zero Coupon Convertible
Senior Notes Due 2031.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4 U.S.$2 Billion 5-Year Revolving Credit Agreement dated as of
November 5, 2004 among Masco Corporation and Masco Europe
S.a r.l., as borrowers, the banks party thereto, as lenders,
and Citibank, N.A., as Syndication Agent, Sumitomo Mitsui
Banking Corporation, as Documentation Agent, Bank One, NA,
as Administrative Agent, and J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Book Runners. (omitted from this printing)
23 Consent of PricewaterhouseCoopers LLP relating to Masco
Corporation's Consolidated Financial Statements and
Financial Statement Schedule.
99 Masco Corporation's Consolidated Financial Statements as of
December 31, 2003 and 2002 and for the years ended 2003,
2002 and 2001, consisting of:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements
and certain related items consisting of:
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Schedule II. Valuation and Qualifying Accounts
Selected Financial Data
Report of Independent Registered Public Accounting Firm
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MASCO CORPORATION
By: /s/ TIMOTHY WADHAMS
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Name: Timothy Wadhams
Title: Senior Vice President and
Chief Financial Officer
November 12, 2004
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EXHIBIT INDEX
4 U.S.$2 Billion 5-Year Revolving Credit Agreement dated as of
November 5, 2004 among Masco Corporation and Masco Europe
S.a r.l., as borrowers, the banks party thereto, as lenders,
and Citibank, N.A., as Syndication Agent, Sumitomo Mitsui
Banking Corporation, as Documentation Agent, Bank One, NA,
as Administrative Agent, and J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Book Runners. (omitted from this printing)
23 Consent of PricewaterhouseCoopers LLP relating to Masco
Corporation's Consolidated Financial Statements and
Financial Statement Schedule.
99 Masco Corporation's Consolidated Financial Statements as of
December 31, 2003 and 2002 and for the years ended 2003,
2002 and 2001, consisting of:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements
and certain related items consisting of:
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Schedule II. Valuation and Qualifying Accounts
Selected Financial Data
Report of Independent Registered Public Accounting Firm