Rule 424(b)(3) Prospectus
File No. 33-57449
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 21, 1995)
THE VALSPAR CORPORATION
289,254 Common Shares
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus Supplement to the Prospectus dated February 21, 1995
(the "Prospectus") covers 289,254 shares of common stock, $.50 par value per
share (the "Common Stock") of The Valspar Corporation (the "Company"), that may
be sold from time to time by the stockholders of the Company named herein (the
"Selling Stockholders") in the manner described herein.
The Company and Sunbelt Coatings, Inc., a Mississippi corporation
("Sunbelt") entered into an Agreement and Plan of Merger dated as of December 1,
1994 (the "Agreement"), under which the Company issued the Common Stock. The
Common Stock was issued to the Selling Stockholders pursuant to the Prospectus
in accordance with the terms of the Agreement in an acquisition by means of a
merger consummated on March 24, 1995 (the "Merger"), pursuant to which a
wholly-owned subsidiary of the Company was merged into Sunbelt with Sunbelt as
the surviving corporation.
At the effective time of the Merger, each outstanding share of Sunbelt
common stock, except treasury stock which was cancelled, was converted into
.5378 shares of registered Company Common Stock. Certificates evidencing the
Common Stock were issued and delivered to the shareholders of Sunbelt on or
about March 24, 1995.
The date of this Prospectus Supplement is July 31, 1995.
SELLING STOCKHOLDERS
The table below sets forth information at July 31, 1995, as to the
beneficial ownership of the Company's Common Stock by the Selling Stockholders.
<TABLE>
<CAPTION>
Number of
Maximum Number Total Outstanding
Shares Beneficially of Shares to be Shares to be
Owned Prior to Offering(1) Sold Pursuant Beneficially Owned
Name to this Prospectus After Offering(2)
<S> <C> <C> <C>
Theodore S. Carmichael 61,309 61,309 -0-
Oliver M. Carmichael 137,139 137,139 -0-
Mazen K. Jeyusi 32,268 32,268 -0-
Michael H. and Nancy S.
Carmichael, Jt. Ten. 58,538 58,538 -0-
289,254 289,254 -0-
</TABLE>
(1) Consists solely of Shares received pursuant to the terms of the Merger
and includes the following number of shares placed in escrow for a
period of one year after the effective date of the Merger: Theodore S.
Carmichael, 5,997; Oliver M. Carmichael, 13,409; Mazen K. Jeyusi,
3,168; and Michael H. and Nancy S. Carmichael, Jt. Ten., 5,714.
(2) Assumes that each Selling Stockholder sells all shares covered by this
Prospectus Supplement. There can be no assurance, however, that any
Selling Stockholder will sell all or any of the shares of Common Stock
offered by him/her hereunder.
The Selling Stockholders had no relationship with the Company prior to
the Merger. Following the Merger, Mr. Michael Carmichael remained an employee of
Sunbelt. None of the other Selling Stockholders presently has any relationship
with the Company, other than as stockholders.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholders may sell or
transfer the shares being offered hereby from time to time in transactions
(which may involve crosses and block transactions) on the New York Stock
Exchange or such other securities exchange on which the Company's Common Stock
may be listed, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at negotiated prices or for consideration other
than cash consideration, including in discharge of previously incurred
obligations of or claims against the Selling Stockholders. Selling Stockholders
may sell some or all of the shares in transactions involving broker-dealers, who
may act solely as agent and/or may acquire shares as principal. Broker-dealers
participating in such transactions as agent may receive commissions from Selling
Stockholders (and, if they act as agent for the purchaser of such shares, from
such purchaser). Participating broker-dealers may agree with Selling
Stockholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker-dealer is unable to do so acting as agent
for Selling Stockholders, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer's commitment to Selling
Stockholders.
In addition or alternatively, shares may be sold by Selling
Stockholders and/or by or through other broker-dealers in special offerings,
exchange distributions or secondary distributions pursuant to and in compliance
with the governing rules of the New York Stock Exchange or such other securities
exchange on which the Company's Common Stock may be listed, and in connection
therewith, commissions in excess of the customary commission prescribed by the
rules of such securities exchange may be paid to participating broker-dealers,
or, in the case of certain secondary distributions, a discount or concession
from the offering price may be allowed to participating broker-dealers in excess
of such customary commission. Broker-dealers who acquire shares as principal
thereafter may resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described in
the preceding two sentences) on the New York Stock Exchange or such other
securities exchange on which the Company's Common Stock may be listed, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and, in connection with such resales, may pay to
or receive commissions from the purchasers of such shares.
The Company will receive none of the proceeds from any such sales. Any
commissions paid or concessions allowed to any broker-dealer, and, if any
broker-dealer purchases such shares as principal, any profits received on the
resale of such shares, may be deemed to be underwriting discounts and
commissions under the Act. Printing, certain legal, filing and other similar
expenses of this offering will be paid by the Company. Selling Stockholders will
bear all other expenses of this offering, including any brokerage fees,
underwriting discounts or commissions.
Each Selling Stockholder may indemnify any broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Act.
