UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) FEBRUARY 10, 2006
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MASCO CORPORATION
(Exact name of Registrant as Specified in Charter)
DELAWARE 1-5794 38-1794485
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 February 10, 2006, Masco Corporation and Masco Europe s.a r.l., as
borrowers, entered into Amendment No. 1 to 5-Year Revolving Credit Agreement
with the banks party thereto and JPMorgan Chase Bank, N.A., as administrative
agent. The Amendment modifies the terms of Masco's U.S. $2 billion 5-year
Revolving Credit Agreement, dated as of November 5, 2004 among Masco and Masco
Europe, as borrowers, and certain banks party thereto, as lenders, J.P. Morgan
Securities Inc. and Citigroup Global Markets, Inc., as Joint Lead Arrangers and
Joint Book Runners and Citibank, N.A., as Syndication Agent, Sumitomo Mitsui
Banking Corporation, as Documentation Agent, and Bank One, NA (Main Office
Chicago) (which merged with JPMorgan Chase Bank, N.A.), as Administrative Agent.
The Amendment modifies the minimum consolidated net worth covenant so that
the "Consolidated Net Worth" of Masco (as defined in the Agreement) shall not be
less than 70% of the Consolidated Net Worth of Masco for the preceding fiscal
year. The Amendment also extends the termination date (originally November 5,
2009) until February 10, 2011 and permits Masco to seek annually a one-year
extension of the termination date, provided any such request is made within a
45-day period before the anniversary of the effective date of the Amendment.
Richard A. Manoogian, Chairman and Chief Executive Officer of Masco, is a
director of JPMorgan Chase & Co., an affiliate of JPMorgan Chase Bank, N.A.
Another affiliate J.P. Morgan Trust Company, National Association acts as
trustee under Masco's indentures. In the ordinary course of their respective
businesses, certain of the participants in the credit facility or their
affiliates have performed investment banking, commercial banking and other
financial services for Masco and its affiliates, including acting as lenders
under various loan facilities and as underwriters in offerings of Masco
securities.
A copy of the Amendment is attached hereto as Exhibit 4 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4 Amendment No. 1 to 5-Year Revolving Credit Agreement dated as of
February 10, 2006 among Masco Corporation and Masco Europe s.a
r.l., as borrowers, the banks parties thereto, as lenders, and
JPMorgan Chase Bank, N.A., as administrative agent.
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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
February 15, 2006
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EXHIBIT INDEX
4 Amendment No. 1 to 5-Year Revolving Credit Agreement dated as of February
10, 2006 among Masco Corporation and Masco Europe s.a r.l., as borrowers,
the banks parties thereto, as lenders, and JPMorgan Chase Bank, N.A., as
administrative agent.
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