UNITED STATES

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

Masonite International Corporation

Masonite International Corporation
Stile Acquisition Corp.
Stile Holding Corp.
Philip S. Orsino
John F. Ambruz
James U. Morrison
Lawrence P. Repar

Common Shares, no par value

575384102

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

*Calculated solely for purposes of determining the filing fee. The transaction value was determined by adding (a) the product of (i) 54,796,531 common shares of Masonite International Corporation (“Masonite”) that are proposed to be purchased in the transaction and (ii) $32.89 (calculated by multiplying the per share purchase price of C$40.20 by 0.8181, the noon rate of exchange for US$1.00 as reported by the Bank of Canada on January 18, 2005) and (b) the product of (i) 2,281,018 common shares of Masonite subject to currently outstanding options that are proposed to be cashed out in the transaction and (ii) the excess of $32.89 over $13.56 (calculated by multiplying the weighted average exercise price of such options of C$16.58 by 0.8181, the noon rate of exchange for US$1.00 as reported by the Bank of Canada on January 18, 2005).

**The amount of filing fee was calculated by multiplying the Transaction Valuation amount by 0.0001177.

Check the box if any part of the fee is offset as provided by §240.0-11(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. o

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INTRODUCTION

     This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) by (1) Masonite International Corporation, an Ontario corporation (“Masonite”), (2) Stile Acquisition Corp., an Ontario corporation (“Stile”), (3) Stile Holding Corp., a Canadian federal corporation that owns 100% of the equity securities of Stile (“Stile Holding”), (4) Philip S. Orsino, (5) John F. Ambruz, (6) James U. Morrison and (7) Lawrence P. Repar.

     This Schedule 13E-3 relates to the Combination Agreement, dated December 22, 2004, as amended and restated on January 16, 2005, between Masonite and Stile (the “Combination Agreement”), which provides for the acquisition of all the outstanding common shares of Masonite (the “Common Shares”) by Stile pursuant to a plan of arrangement (the “Arrangement”). If the Arrangement is approved by the Superior Court of Justice (Ontario) and by Masonite’s shareholders, and the other conditions to the closing of the Arrangement set forth in the Combination Agreement are satisfied or waived, each outstanding Common Share of Masonite will be acquired by Stile for cash consideration of C$40.20 (other than certain Common Shares held by certain employees and officers of Masonite (such Common Shares, the “Employee Rollover Shares”), which will be exchanged for common shares of Stile Holding). Concurrently with the closing of the Arrangement, Philip S. Orsino, John F. Ambruz, James U. Morrison and Lawrence P. Repar (collectively, the “Management Investors”) have agreed to invest an aggregate of at least US$19.5 million in equity securities of Stile Holding, contingent on the Management Investors reaching satisfactory investment terms with Stile Holding. Following the completion of the Arrangement and the exchange of the Employee Rollover Shares for common shares of Stile Holding, Masonite will be a direct wholly owned subsidiary of Stile and an indirect wholly owned subsidiary of Stile Holding.

     Concurrently with the filing of this Schedule 13E-3, Masonite is filing with the Ontario Securities Commission a notice of application and notice and management proxy circular (the “Circular”) relating to the special meeting of Masonite shareholders to consider and vote on a resolution approving the Arrangement. The Circular is attached as Exhibit (a)(1) to this Schedule 13E-3 and will also be filed with the SEC on a Form 6-K. The information in the Circular, including all appendices thereto, is hereby expressly incorporated by reference into this Schedule 13E-3, and the responses to each item are qualified in their entirety by the provisions of the Circular and the appendices thereto. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to such terms in the Circular.

     The information contained in this Schedule 13E-3 and/or the Circular concerning Masonite was supplied by Masonite and none of the other filing persons takes responsibility for the accuracy of such information. Similarly, the information contained in this Schedule 13E-3 and/or the Circular concerning each filing person other than Masonite was supplied by each such filing person and no other filing person, including Masonite, takes responsibility for the accuracy of any information not supplied by such filing person.

     Stile and Stile Holding do not believe that they are affiliates of Masonite at this time and, thus, believe they are not required to file this Schedule 13E-3. They have filed this Schedule 13E-3 solely in light of their relationship with the Management Investors and the fact that they have noticed that in several instances involving similar transactions, persons similarly situated to them have filed a Schedule 13E-3.

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Item 1.   Summary Term Sheet (Regulation M-A Item 1001).

     The information set forth in the Circular under the caption “Summary of Circular” is incorporated herein by reference.

Item 2.   Subject Company Information (Regulation M-A Item 1002).

     (a)   Name and Address. The information set forth in the Circular under the captions “Summary of Circular – The Companies” and “Information Concerning Masonite – General” is incorporated herein by reference.

     (b)   Securities. The information set forth in the Circular under the captions “Information Concerning the Meeting and Voting” and “Information Concerning Masonite – Market for Securities” is incorporated herein by reference.

     (c)   Trading Market and Price. The information set forth in the Circular under the caption “Information Concerning Masonite – Market for Securities” is incorporated herein by reference.

     (d)   Dividends. The information set forth in the Circular under the caption “Information Concerning Masonite – Dividend Policy” is incorporated herein by reference.

     (e)   Prior Public Offerings. None.

     (f)   Prior Stock Purchases. The information set forth in the Circular under the captions “Purchases and Sales of Common Shares” and “Information Concerning Masonite – Executive Compensation” is incorporated herein by reference. Neither Stile nor Stile Holding has purchased any securities of Masonite during the past two years.

Item 3.   Identity and Background of Filing Person (Regulation M-A Item 1003).

     (a)   Name and Address. The following sets forth the name, business address and business telephone number of each filing person:

Masonite International Corporation, the subject company
1600 Britannia Road
Mississauga, Ontario, Canada
L4W 2J2
(905) 670-6520

Stile Acquisition Corp.
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street
Suite 4200
New York, NY 10019
(212) 750-8300

Stile Holding Corp.
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street
Suite 4200
New York, NY 10019
(212) 750-8300

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Philip S. Orsino, President, Chief Executive Officer and Director of Masonite
John F. Ambruz, Executive Vice President, Strategic Development of Masonite
c/o Masonite International Corporation
1600 Britannia Road
Mississauga, Ontario, Canada
L4W 2J2
(905) 670-6520

James U. Morrison, Executive Vice President and Group Chief Operating Officer of Masonite
Lawrence P. Repar, Executive Vice President and Group Chief Operating Officer of Masonite
c/o Masonite International Corporation
1 North Dale Mabry, Suite 950
Tampa, Florida, 33609
(813) 877-2726

     The following sets forth the names and titles of the directors and senior officers of Masonite other than the Management Investors. The business address of each such person listed, except for Messrs. Coghlan, Kohner and Rabe, is c/o Masonite International Corporation, 1600 Britannia Road, Mississauga, Ontario, Canada L4W 2J2. The business address for Messrs. Coghlan and Rabe is c/o Masonite International Corporation, Coates Technical Center, 1955 Powis Road, West Chicago, Illinois, 60185. The business address for Mr. Kohner is c/o Masonite International Corporation, 1 North Dale Mabry, Suite 950, Tampa, Florida, 33609.

Peter A. Crossgrove, non-executive Chairman of the Board of Directors
Howard L. Beck, Director
John J. Berton, Director
John M. Cassaday, Director
Fredrik S. Eaton, Director
Alan R. McFarland, Director
Joseph L. Rotman, Director
Saul M. Spears, Director
Paul A. Bernards, Executive Vice President and Chief Financial Officer
Robert V. Tubbesing, Executive Vice President, Finance
Harley Ulster, Executive Vice President, General Counsel and Secretary
Henry Coghlan, Vice President, Technology & Engineering
Wilfred A. Curtis, Vice President, Risk Management
Philip P. Kohner, Vice President, Human Resources
James Rabe, Vice President, Environmental Health & Safety

     The following sets forth the names and titles of the directors and executive officers of each of Stile and Stile Holding (collectively, the “Stile D&O’s”). The business address Messrs. Raether, Nuttall, Olson and Janetschek is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, Suite 4200, New York, NY 10019. The business address of Mr. Murphy is c/o Shoppers Drug Mart Corporation, 243 Consumer Road, North York, Ontario, M2J 4W8, Canada.

Paul E. Raether, Director and President
Glenn Murphy, Director
Scott C. Nuttall, Vice President
Tagar C. Olson, Vice President
William J. Janetschek, Vice President

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     KKR Millennium Fund (Overseas), Limited Partnership (“KKR Millennium”) is currently the sole stockholder of Stile Holding. The business address of KKR Millennium is c/o Eeson Woolstencroft LLP, Suite 500, 603 7^th Avenue S.W., Calgary, Alberta T2P 2T5, Canada.

     KKR Associates Millennium (Overseas), Limited Partnership (“KKR Associates”) is the general partner of KKR Millennium. KKR Millennium Limited (“KKR Limited”) is the general partner of KKR Associates. The business address of KKR Associates is c/o Eeson Woolstencroft LLP, Suite 500, 603 7^th Avenue S.W., Calgary, Alberta T2P 2T5, Canada. The business address of KKR Limited is c/o M&C Corporate Services Ltd., Ugland House, South Church Street, George Town, Grand Caymen, Caymen Islands. No person controls KKR Limited.

     Stile, Stile Holding, the Stile D&O’s, KKR Millennium, KKR Associates and KKR Limited are referred to as the “KKR Affiliates.”

     (b) Business and Background of Entities.

     The information set forth in the Circular under the caption “Information Concerning Stile and Stile Holding” is incorporated herein by reference.

     KKR Millennium and KKR Associates are each Alberta limited partnerships principally engaged in the business of investing in other companies through partnerships and limited liability companies. KKR Limited is a Cayman Islands company principally engaged in the business of investing in other companies through partnerships and limited liability companies.

     (c) Business and Background of Natural Persons.

     Management Investors; Masonite Directors and Executive Officers

     Philip S. Orsino has been the President, Chief Executive Officer and a Director of Masonite since 1989. Mr. Orsino currently serves as a member of the Board and Chairman of the Finance and Audit Committee of the University Health Network, and as a director of Clairvest Group Inc. and the Bank of Montreal. Mr. Orsino is a Canadian citizen.

     John F. Ambruz has been an Executive Vice President, Strategic Development of Masonite since May 2004. Mr. Ambruz was a consultant to Masonite between 2000 and 2004, and was Vice President, Strategic Development of Premdor Inc. (Masonite’s predecessor) between 1998 and 2000. Prior to March 1998, Mr. Ambruz was a consultant to Premdor Inc. Mr. Ambruz is a Canadian citizen.

     James U. Morrison has been an Executive Vice President & Group Chief Operating Officer of Masonite since 2003. Mr. Morrison was an Executive Vice President of Masonite between 2001 and 2003. Prior to 2001, Mr. Morrison was an Executive Vice President and General Manager, Building and Industrial Products, of Masonite Corporation. Mr. Morrison is a United States citizen.

     Lawrence P. Repar has been Executive Vice President & Group Chief Operating Officer of Masonite since 2003. Mr. Repar was an Executive Vice President and Managing Director of Sales and Marketing of Masonite between 1995 and 2003. Mr. Repar is a Canadian citizen.

     Peter A. Crossgrove is the non-executive Chairman of the Board of Directors of Masonite and has been a Director of Masonite since 1989. Mr. Crossgrove is also a director of QLT Inc., Barrick Gold Corporation, Dundee Realty Inc., Band-Ore Resources Ltd. and Philex Gold, the Treasurer and Vice Chair of CARE International and the Chairman of Cancer CARE Ontario and the Canadian Association of Provincial Cancer Agencies. Mr. Crossgrove is a Canadian citizen.

     Howard L. Beck has been a Director of Masonite since 1990. Mr. Beck is currently a director of, and advisor to, Barrick Gold Corporation, Citibank Canada, Trizec Canada Inc. and Cineplex Galaxy

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Income Fund. Mr. Beck previously served as the Vice-Chairman of Barrick Gold Corporation and the Horsham Corporation (the predecessor to TrizecHahn Corporation). Mr. Beck is a Canadian citizen.

     John J. Berton has been a Director of Masonite since 1991. Mr. Berton has been the President (since 1991) and a director (since 1993) of Starlaw Holdings Limited, a private investment holding company, the address of which is 66 Wellington Street West, T-D Bank Tower, Suite 2910, Toronto, Ontario, Canada M5K 1K8. Mr. Berton is a Canadian citizen.

     John M. Cassaday has been a Director of Masonite since 1993. Mr. Cassaday has been the President and Chief Executive Officer of Corus Entertainment Inc., a media and entertainment company, since 1997. Corus is a publicly traded company listed on the Toronto Stock Exchange and the New York Stock Exchange, the address of which is BCE Place, Suite 1630, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3. Mr. Cassaday is a director of Manulife Financial, Loblaw Companies Limited, Sysco Corporation and St. Michael’s Hospital. Mr. Cassaday is a Canadian citizen.

     Fredrik S. Eaton has been a Director of Masonite since 1994. Mr. Eaton is the Chairman of White Raven Capital Corp., a private holding company, the address of which is 55 St. Clair Avenue West, Suite 260, Toronto, Ontario, Canada M4V 2Y7. Mr. Eaton is also a Fellow of The Royal Society for the encouragement of the Arts, Manufactures & Commerce. Mr. Eaton is a Canadian citizen.

     Alan R. McFarland has been a Director of Masonite since 1994. Mr. McFarland is the Managing Member of McFarland Dewey & Co., LLC, an investment banking firm, the address of which is 420 Lexington Avenue, Suite 2650, New York, New York 10170. Mr. McFarland is a director of Placer Dome Inc., a Trustee of the National Constitution Center, Philadelphia, and a Trustee of the New York Children’s Aid Society. Mr. McFarland is a United States citizen.

     Joseph L. Rotman has been a Director since 1994. Mr. Rotman is the Chairman and Chief Executive Officer of Roy-L Capital Corporation, a private investment company, the address of which is 22 St. Clair Avenue East, Suite 1701, Toronto, Ontario, Canada M4T 2S3. Mr. Rotman serves as a director of Barrick Gold Corporation, the Bank of Montreal and Clairvest Group Inc. Mr. Rotman is a member of the Governing Council and Executive Committee of the Canadian Institutes of Health Research and a Board Member of MaRS (Medical and Related Sciences Discovery District). Mr. Rotman is a Canadian citizen.

     Saul M. Spears has been a Director of Masonite since 1979. Mr. Spears is a Canadian citizen.

     Paul A. Bernards has been an Executive Vice President and Chief Financial Officer of Masonite since June 2004. Mr. Bernards was a Vice President and Corporate Controller of Masonite between 2000 and 2004, and was the Corporate Controller of Masonite between 1996 and 2000. Mr. Bernards is a Canadian citizen.

     Robert V. Tubbesing has been Executive Vice President, Finance of Masonite since June 2004. Mr. Tubbesing was a Vice President and Chief Financial Officer of Masonite between 1989 and 2004. Mr. Tubbesing is a United States and Canadian citizen.

     Harley Ulster has been Executive Vice President, General Counsel and Secretary of Masonite since 1992. Mr. Ulster is a Canadian citizen.

     Henry Coghlan has been Vice President, Technology & Engineering of Masonite since May 2004. Mr. Coghlan was a Manager, Technology & Engineering of Masonite Corporation between 2002

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and 2004. Prior to 2002, Mr. Coghlan was a Special Project Manager, Masonite Corporation. Mr. Coghlan is a United States citizen.

     Wilfred A. Curtis has been a Vice President, Risk Management of Masonite since 2003. Mr. Curtis was a Vice President, Administration of Masonite between 1997 and 2003. Mr. Curtis is a Canadian citizen.

     Philip P. Kohner has been Vice President, Human Resources of Masonite since May 2004. Mr. Kohner was a Manager, Human Resources of Masonite Corporation between 2002 and 2004. From 2001 and prior to 2001, Mr. Kohner was a Business Human Resource Leader of Masonite Corporation. Mr. Kohner is a United States citizen.

     James Rabe has been Vice President, Environmental Health & Safety of Masonite since May 2004. Mr. Rabe was a Vice President, Environmental Health & Safety of Masonite Corporation between 2001 and 2004. Prior to 2001 Mr. Rabe was a Manager, Environmental Health & Safety, of Masonite Corporation. Mr. Rabe is a United States citizen.

     During the last five years, none of Masonite, any of its directors and executive officers, nor any of the Management Investors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining any such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

     Stile and Stile Holding Directors and Executive Officers

     Paul E. Raether has been a member of KKR & Co. L.L.C., a limited liability company that is the general partner of Kohlberg Kravis Roberts & Co. L.P., a private investment firm, the address of which is 9 West 57^th Street, New York, New York 10019, since 1996. Prior to that, he was a general partner of Kohlberg Kravis Roberts & Co. L.P. Mr. Raether is also a director of Idex Corporation and Shoppers Drug Mart Corporation. Mr. Raether is a United States citizen.

     Glenn Murphy has been Chairman and Chief Executive Officer of Shoppers Drug Mart Corporation, a licensor of full-service retail drug stores with a business address of 243 Consumer Road, North York, Ontario, Canada M2J 4W8, since 2001. From 2000 to 2001, Mr. Murphy was President and Chief Executive Officer of Chapters Retail, a Canadian book retailer, with a business address of 90 Runson Boulevard, Etobicoke, Ontario, Canada. From 1999 to 2000, Mr. Murphy was Chief Executive Officer of Provigo/Loblaw Companies, a food distributor with a business address of 1600 Boulevard des Soures, Montreal, Quebec, Canada. Mr. Murphy is a Canadian citizen.

     Scott C. Nuttall has been an executive of Kohlberg Kravis Roberts & Co. L.P., a private investment firm, the address of which is 9 West 57^th Street, New York, New York 10019, since 1996. Mr. Nuttall is also a director of Willis Group Holdings Ltd., AleaGroup Holdings (Bermuda) Ltd, KKR Financial Corporation and Bristol West Holding, Inc. Mr. Nuttall is a United States citizen.

     Tagar C. Olson has been an executive of Kohlberg Kravis Roberts & Co. L.P., a private investment firm, the address of which is 9 West 57^th Street, New York, New York 10019, since 2002. From 1999 until 2002, Mr. Olson was an executive with Evercore Partners Inc., a private investment firm with a business address of 65 E. 55th St., 33rd Fl., New York, NY 10022. Mr. Olson is also a director of Jostens IH Corp. Mr. Olson is a United States citizen.

     William J. Janetschek has been the Chief Financial Officer of Kohlberg Kravis Roberts & Co. L.P., a private investment firm, the address of which is 9 West 57^th Street, New York, New York 10019, since 1999. Prior to joining Kohlberg Kravis Roberts & Co. L.P, Mr. Janetschek was a Tax Partner with the New York office of Deloitte & Touche LLP. Mr. Janetschek is a United States citizen.

     During the last five years, none of the KKR Affiliates has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining any such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

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Item 4.   Terms of the Transaction (Regulation M-A Item 1004).

     (a)   Material Terms. The information set forth in the Circular under the captions “Summary of Circular,” “Information Concerning the Meeting and Voting,” “Background to and Fairness of the Arrangement,” “Reasons for the Arrangement,” “Particulars of the Arrangement,” “The Combination Agreement,” “Certain Canadian Federal Income Tax Considerations,” “Certain United States Federal Income Tax Consequences” as well as Appendix B – Amended and Restated Combination Agreement are incorporated herein by reference.

     (c)   Different Terms. The information set forth in the Circular under the captions “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement” and “Particulars of the Arrangement – Company Options” is incorporated herein by reference.

     (d)   Appraisal Rights. The information set forth in the Circular under the captions “Summary of Circular – Rights of Dissent” and “Rights of Dissenting Shareholders” is incorporated herein by reference.

     (e)   Provisions for Unaffiliated Security Holders. None.

     (f)   Eligibility for Listing or Trading. Not applicable.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements (Regulation M-A Item 1005).

     (a)   Transactions. The information set forth in the Circular under the captions “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement,” “Information Concerning Masonite – Equity Compensation Plan Information,” “Information Concerning Masonite – Executive Compensation,” “Information Concerning Masonite – Compensation of Directors” and “Purchases and Sales of Common Shares” is incorporated herein by reference.

     (b)   Significant Corporate Events and (c) Negotiations or Contacts. The information set forth in the Circular under the captions “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR,” “Reasons for the Arrangement,” “Particulars of the Arrangement” and “The Combination Agreement” is incorporated herein by reference.

     (e) Agreements Involving the Subject Company’s Securities. The information set forth in the Circular under the captions “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR,” “Reasons for the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Company Options,” “Particulars of the Arrangement – Sources of Funds for the Arrangement,” “Particulars of the Arrangement – Effects of the Arrangement – Plans and Proposals,” “Information Concerning Masonite – Executive Compensation” and “Information Concerning Masonite – Compensation of Directors” is incorporated herein by reference.

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Item 6.   Purposes of the Transaction and Plans or Proposals (Regulation M-A Item 1006).

     (b)   Use of Securities Acquired. The information set forth in the Circular under the captions “Summary of Circular – Description of the Arrangement,” “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Summary of Circular – Rights of Dissent,” “Summary of Circular – Stock Exchange Listings,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Effects of the Arrangement–Plans and Proposals” and “Particulars of the Arrangement – Stock Exchange Listings and Status as a Reporting Issuer” is incorporated herein by reference.

     (c)   Plans. The information set forth in the Circular under the captions “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Effects of the Arrangement – Plans and Proposals” and “Particulars of the Arrangement – Stock Exchange Listings and Status as a Reporting Issuer” is incorporated herein by reference.

Item 7.   Purposes, Alternatives, Reasons and Effects (Regulation M-A Item 1013).

     (a)   Purposes. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR,” “Background to and Fairness of the Arrangement – Position of the Board and the Special Committee as to Fairness,” “Background to and Fairness of the Arrangement – Position of the Executive Signatories as to Fairness,” “Background to and Fairness of the Arrangement – Position of Stile and Stile Holding as to Fairness,” “Reasons for the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement” and “Particulars of the Arrangement – Effects of the Arrangement–Plans and Proposals” is incorporated herein by reference.

     (b)   Alternatives. The information set forth in the Circular under the caption “Reasons for the Arrangement” is incorporated herein by reference.

     (c)   Reasons. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Background to and Fairness of the Arrangement” and “Reasons for the Arrangement” is incorporated herein by reference.

     (d)   Effects. The information set forth in the Circular under the captions “Summary of Circular – Description of the Arrangement,” “Summary of Circular – Fairness of the Arrangement,” “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Summary of Circular – The Combination Agreement,” “Summary of Circular – Rights of Dissent,” “Summary of Circular – Stock Exchange Listings,” “Summary of Circular – Canadian Federal Income Tax Considerations,” “Summary of Circular – United States Federal Income Tax Consequences,” “Reasons for the Arrangement,” “Particulars of the Arrangement – Summary of the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Sources of Funds for the Arrangement,” “Particulars of the Arrangement – Effects of the Arrangement–Plans and Proposals,” “Particulars of the Arrangement – Stock Exchange Listings and Status as a Reporting Issuer,” “The Combination Agreement,” “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Consequences” is incorporated herein by reference.

Item 8.   Fairness of the Transaction (Regulation M-A Item 1014).

     (a)   Fairness and (b) Factors Considered in Determining Fairness. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Background to and Fairness of the Arrangement” and “Reasons for the Arrangement” is incorporated herein by reference.

     (c)   Approval of Security Holders. The information set forth in the Circular under the captions “Summary of Circular – Vote Required for the Arrangement,” “Information Concerning the Meeting and

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Voting” and “Particulars of the Arrangement – Vote Required to Approve the Arrangement” is incorporated herein by reference.

     (d)   Unaffiliated Representatives. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement” and “Background to and Fairness of the Arrangement” is incorporated herein by reference.

     (e)   Approval of Directors. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR,” “Background to and Fairness of the Arrangement – Position of the Board and the Special Committee as to Fairness” and “Reasons for the Arrangement” is incorporated herein by reference.

     (f)   Other Offers. The information set forth in the Circular under the caption “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR” is incorporated herein by reference.

Item 9.   Reports, Opinions, Appraisals and Negotiations (Regulation M-A Item 1015).

     (a)   Report, Opinion or Appraisals, (b) Preparer and Summary of the Report, and (c) Availability of Documents. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Background to and Fairness of the Arrangement – Opinion of Merrill Lynch,” “Reasons for the Arrangement” as well as Appendix F – Merrill Opinion is incorporated herein by reference.

Item 10.   Source and Amounts of Funds or Other Consideration (Regulation M-A Item 1007).

     (a)   Source of Funds, (b) Conditions and (d) Borrowed Funds. The information set forth in the Circular under the captions “Summary of Circular – Interests of Directors and Senior Officers in the Arrangement,” “Particulars of the Arrangement – Interests of Directors and Senior Officers in the Arrangement,” and “Particulars of the Arrangement – Sources of Funds for the Arrangement” is incorporated herein by reference.

     (c)   Expenses. The information set forth in the Circular under the captions “Particulars of the Arrangement – Sources of Funds for the Arrangement” and “Particulars of the Arrangement – Expenses” is incorporated herein by reference. Certain expenses in connection with the Arrangement are set forth in the table below:

     Pursuant to the Combination Agreement, all costs and expenses of the parties in connection with the Arrangement are to be paid by the party incurring such expenses.

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Item 11.   Interest in Securities of the Subject Company (Regulation M-A Item 1008).

     (a)   Securities Ownership. The information set forth in the Circular under the caption “Information Concerning Masonite – Share Ownership of Directors and Senior Officers” is incorporated herein by reference.

     None of the KKR Affiliates beneficially owns any Masonite common shares.

     (b)   Securities Transactions. The information set forth in the Circular under the caption “Purchases and Sales of Common Shares” is incorporated herein by reference.

     None of the Management Investors, the directors and senior officers of Masonite nor the KKR Affiliates have effected any transaction in shares of Masonite common stock during the 60 days preceding the date of filing this Schedule 13E-3.

Item 12.   The Solicitation or Recommendation (Regulation M-A Item 1012).

     (d) Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Circular under the captions “Summary of Circular – Vote Required for the Arrangement,” and “Particulars of the Arrangement – Vote Required to Approve the Arrangement” is incorporated herein by reference.

     (e) Recommendations of Others. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR,” “Background to and Fairness of the Arrangement – Position of the Board and the Special Committee as to Fairness,” “Background to and Fairness of the Arrangement – Position of the Executive Signatories as to Fairness,” “Background to and Fairness of the Arrangement – Position of Stile and Stile Holding as to Fairness” and “Reasons for the Arrangement” is incorporated herein by reference.

Item 13.   Financial Statements (Regulation M-A Item 1010).

     (a)   Financial Information. The information set forth in the Circular under the captions “Information Concerning Masonite – Documents Incorporated by Reference,” “Information Concerning Masonite – Selected Financial Information” and “Additional Information” is incorporated herein by reference.

     (b)   Pro forma Information. Not applicable.

Item 14.   Persons/Assets, Retained, Employed, Compensated or Used (Regulation M-A Item 1009).

     (a)   Solicitations or Recommendations and (b) Employees and Corporate Assets. The information set forth in the Circular under the captions “Summary of Circular – Fairness of the Arrangement,” “Information Concerning the Meeting and Voting,” “Background to and Fairness of the Arrangement – History of Discussions Between Masonite and KKR,” “Particulars of the Arrangement – Sources of Funds for the Arrangement” and “Particulars of the Arrangement – Expenses” is incorporated herein by reference.

Item 15.   Additional Information (Regulation M-A Item 1011).

     (b)   Other Material Information. The Circular in its entirety, including all appendices thereto, is incorporated herein by reference.

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Item 16.   Exhibits (Regulation M-A Item 1016).

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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.

Dated: January 18, 2005

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15

Exhibit Index

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