As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
W.W. Grainger, Inc.
(Exact Name of Registrant as Specified in its Charter)
Illinois 36-1150280
(State of Incorporation) I.R.S. Employer
Identification No.)
455 Knightsbridge Parkway
Lincolnshire, Illinois 60069-3620
(Address of Principal Executive Offices)
Director Stock Plan
(Full Title of the Plan)
James M. Baisley
Senior Vice President,
General Counsel and Secretary
W.W. Grainger, Inc.
455 Knightsbridge Parkway
Lincolnshire, Illinois 60069-3620
(847) 793-9030
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed Proposed Amount of
securities to be maxium maximum Registration
to be registered offering aggregate fee
registered price offering
per share price
================================================================================
Common Stock, 250,000 $77.0625(2)(3) $19,265,625(2) $5,838.07(2)
$.50 par value shares(1)
value
================================================================================
(1) Also covers Preferred Share Purchase Rights ("Rights") which are currently
transferable with the shares of Common Stock registered hereby. In
accordance with Rule 416(a), also covers an indeterminable number of
additional shares of Common Stock and Rights as may become issuable
pursuant to the antidilution provisions of the Plan.
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
the high and low prices of the Registrant's common stock on March 24, 1997
on the New York Stock Exchange Composite Tape as reported by The Wall
Street Journal.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.
(1)
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by W.W. Grainger, Inc.
(the "Company") (File No. 1-5684) are incorporated by reference in this
Registration Statement on Form S-8 (the "Registration Statement").
(i) Annual Report on Form 10-K for the year ended December 31, 1996; and
(ii) The descriptions of the Company's Common Stock and Preferred Share
Purchase Rights contained in the Company's registration statements filed
under the Securities Exchange Act of 1934 (the "Exchange Act"), including
any amendments or reports filed thereunder that update or otherwise modify
such descriptions.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
The financial statements and financial statement schedules included or
incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Grant Thornton LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
The legality of the securities registered hereby will be passed upon for
the Company by James M. Baisley, Senior Vice President, General Counsel, and
Secretary of the
(2)
<PAGE>
Company. As of March 7, 1997, Mr. Baisley was the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of 23,278 shares of Common Stock,
including non-transferable shares of restricted stock, stock options exercisable
within 60 days after such date, and shares as to which Mr. Baisley is deemed to
have the economic equivalent of investment power.
Item 6: Indemnification of Directors and Officers
Section 8.75 of the Illinois Business Corporation Act of 1983, as amended,
provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal act or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Under certain circumstances, such Section permits a corporation to indemnify its
directors, officers, employees and agents against expenses incurred in
connection with the defense or settlement of shareholder derivative actions.
Such Section also provides that the corporation may purchase insurance on behalf
of any such director, officer, employee or agent.
The Company's Bylaws provide that the Company shall indemnify the directors
and officers of the Company under the circumstances described in the preceding
paragraph, subject, except in the case of defense expenses, to a finding by the
Company's Board of Directors, its shareholders or, under certain circumstances,
independent legal counsel that the applicable standard of conduct has been met.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
liabilities that might be imposed as a result of claims, actions, suits or
proceedings that may be brought against them by reason of being or having been
such directors or officers.
The Company's Restated Articles of Incorporation provide that a director of
the Company shall not be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duties as a director except (i) for
any breach of the director's duty of loyalty to the Company and its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law,
(3)
<PAGE>
(iii) under Section 8.65 of the Illinois Business Corporation Act or (iv) for
any transaction from which the director derived an improper personal benefit.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Restated Articles of Incorporation dated April 27, 1994 (Exhibit
3(a) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).*/
4.2 By-laws as amended October 25, 1995 (Exhibit 3(ii) to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995).*/
4.3 Rights Agreement dated as of April 26, 1989 between the Company and
The First National Bank of Boston, as Rights Agent (Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989) and a related Certificate of Adjustment (Exhibit 4
to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991).*/
5.1 Opinion of James M. Baisley, Esq.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of James M. Baisley, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (see page 7).
- --------------------------
*/ Incorporated by reference.
Item 9: Undertakings
Rule 415 Offering.
- ------------------
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(4)
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Incorporation of Subsequent Exchange Act Documents by Reference.
- ----------------------------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Form S-8 Registration Statement
- -------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in
(5)
<PAGE>
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(6)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, W.W. Grainger,
Inc. 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 Village of Lincolnshire, State of Illinois, on March 31,
1997.
W.W. GRAINGER, INC.
By: /s/R. L. Keyser
--------------------- ----------------
R. L. Keyser
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jere D. Fluno, James M. Baisley and
Kenneth S. Kirsner, and each of them, jointly and severally, his or her
attorneys-in-fact, each with power of substitution and resubstitution, for him
or her in any and all capacities, to sign any amendments to this Registration
Statement, to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 31, 1997.
/s/J. D. Fluno /s/D. W. Grainger
- ---------------------------- -------------------------------------
J. D. Fluno D. W. Grainger
Vice Chairman (a Principal Chairman of the Board of Directors
Executive Officer); Director (a Principal Executive Officer); Director
/s/R. L. Keyser /s/P. O. Loux
- ---------------------------- -------------------------------------
R. L. Keyser P. O. Loux
President and Chief Executive Senior Vice President, Finance
Officer (a Principal Executive and Chief Financial Officer
Officer); Director (Principal Financial Officer)
(7)
<PAGE>
/s/R. D. Pappano /s/James D. Slavik
- ---------------------------- -------------------------------------
R. D. Pappano James D. Slavik
Vice President, Financial Reporting Director
and Investor Relations
(Principal Accounting Officer)
/s/George R. Baker /s/Harold B. Smith
- ----------------------------- -------------------------------------
George R. Baker Harold B. Smith
Director Director
/s/Robert E. Elberson /s/Fred L. Turner
- ----------------------------- --------------------------------------
Robert E. Elberson Fred L. Turner
Director Director
/s/Wilbur H. Gantz /s/Janiece S. Webb
- ----------------------------- ---------------------------------------
Wilbur H. Gantz Janiece S. Webb
Director Director
/s/John W. McCarter, Jr.
- -----------------------------
John W. McCarter, Jr.
Director
(8)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Restated Articles of Incorporation dated April 27, 1994 (Exhibit
3(a) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994).*/ -
4.2 By-laws as amended October 25, 1995 (Exhibit 3(ii) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995).*/ -
4.3 Rights Agreement dated as of April 26, 1989 between the Company
and The First National Bank of Boston, as Rights Agent (Exhibit 4
to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1989) and a related Certificate of Adjustment
(Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991).*/
5.1 Opinion of James M. Baisley, Esq.
23.1 Consent of Grant Thornton LLP
23.2 Consent of James M. Baisley, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (see page 7).
- ---------------------------
*/ Incorporated by reference.
(9)
<PAGE>
EXHIBIT 5.1
March 24, 1997
W.W. Grainger, Inc.
455 Knightsbridge Parkway
Lincolnshire, Illinois 60069-3620
Re: Director Stock Plan
Ladies and Gentlemen:
As General Counsel of W.W. Grainger, Inc., an Illinois corporation (the
"Company"), I refer to a Registration Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933 on or about the date of
this letter to register shares of common stock, par value $.50 each (the
"Shares"), of the Company which may from time to time be offered and sold by the
Company in connection with the Company's Director Stock Plan (the "Plan").
In rendering this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the corporate records
of the Company, including its Articles of Incorporation and By-Laws, and such
other documents (including the Plan) which I have deemed relevant or necessary
as the basis for the opinion as hereinafter set forth. I have also reviewed
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate and other records, documents, certificates and other papers,
including certificates of public officials, as I have deemed necessary to render
this opinion.
Based upon and subject to the foregoing, and subject to approval of the
Plan by the shareholders of the Company, it is my opinion that the Shares
delivered under the Plan will have been duly authorized and, when consideration
therefor shall have been received and when delivered pursuant to and in
accordance with the Plan, the Shares so delivered will have been legally issued
and be fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement
and to the inclusion of this opinion as an exhibit thereto. By giving such
consent, I do not admit that I am within the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/J. M. Baisley
General Counsel
(10)
<PAGE>
EXHIBIT 23.1
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We have issued our report dated February 4, 1997 accompanying the
consolidated financial statements and schedule included in the Annual Report of
W.W. Grainger, Inc. on Form 10-K for the year ended December 31, 1996. We hereby
consent to the incorporation by reference of said report in this Registration
Statement on Form S-8 and any related Prospectus and to the use of our name in
Item 3 of this Registration Statement on Form S-8.
GRANT THORNTON LLP
Chicago, Illinois
March 24, 1997
(11)
<PAGE>
