<PAGE> 1 Registration No. 33-62524
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE WESTERN COMPANY OF NORTH AMERICA
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-0763484
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
515 Post Oak Blvd., Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
The Western Company of North America
Long-Term Performance Incentive Plan
(Full Title of the Plan)
Graham L. Adelman, Esq.
Senior Vice President and General Counsel
The Western Company of North America
515 Post Oak Blvd.
Houston, Texas 77027
(Name and Address of Agent for Service)
(713) 629-2600
(Telephone Number, Including Area Code, of Agent For Service)
Approximate date of proposed commencement of sales pursuant to the Plan:
Sales to the Participants in the Plan of the Securities registered
hereunder are expected to occur from time to time subject to the terms of
the Plan, as and when provided for by the Plan.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee**
<S> <C> <C> <C> <C>
Common Stock 529,429
Par value $.10 $11.9375 $7,162,500 $1,790.63
<FN>
* Estimated solely for the purpose of calculating the registration fee.
** The fee shown represents the fee already paid upon filing of the
original Registration Statement on Form S-8 dated May 3, 1993.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on this
13th day of April, 1995.
THE WESTERN COMPANY OF NORTH AMERICA
By: /s/ Graham L. Adelman
Name: Graham L. Adelman
Title: Senior Vice President,
General Counsel and Secretary
<PAGE>
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Sheldon R. Erikson
Sheldon R. Erikson Chairman of the Board of Directors April 13, 1995
and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas R. Hix
Thomas R. Hix Senior Vice President and Chief April 13, 1995
Financial Officer (Principal
Financial Officer)
/s/ Graham L. Adelman
Graham L. Adelman Senior Vice President, General April 13, 1995
Counsel, Secretary and Director
/s/ Steven P. Beatty
Steven P. Beatty Vice President and Controller April 13, 1995
(Principal Accounting Officer)
/s/ Graham L. Adelman*
Nathan M. Avery Director April 13, 1995
/s/ Graham L. Adelman*
David A.B. Brown Director April 13, 1995
/s/ Graham L. Adelman*
Grant A. Dove Director April 13, 1995
/s/ Graham L. Adelman*
William J. Johnson Director April 13, 1995
/s/ Graham L. Adelman*
Michael E. Patrick Director April 13, 1995
/s/ Graham L. Adelman*
David Ross III Director April 13, 1995
* Attorney-in-Fact
