As filed with the Securities and Exchange Commission on April 22, 1994
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0730780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One PPG Place
Pittsburgh, Pennsylvania 15272
(Address of Principal (Zip Code)
Executive Offices)
PPG INDUSTRIES
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
W. H. Hernandez, Vice President and Controller
One PPG Place, Pittsburgh, Pennsylvania 15272
(Name and address of agent for service)
(412) 434-2110
(Telephone number, including area code, of agent for service)
______________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C>
<C>
Proposed maximum Proposed maxi-
Amount of
Title of securities Amount to be offering price mum aggregate
registration
to be registered registered per share offering price
fee
PPG Industries, Inc.
Common Stock, par 2,000,000 $71.5625 (a) $143,125,000 (a)
$49,353.45
value $1.66 2/3 per
share
(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.)
<FN>
(a) Estimated solely for the purpose of calculating the registration
fee, based on the average of the high and low prices of shares of the
Common Stock of PPG Industries, Inc. reported in the consolidated reporting
system on April 20, 1994.
</TABLE>
The contents of Registration Statement No. 33-50294 on Form S-8 of PPG
Industries, Inc. are incorporated in this Registration Statement by
reference. In accordance with Rule 429 of the General Rules and
Regulations under the Securities Act of 1933, the Prospectus used in
connection with the Securities covered by this Registration Statement on
Form S-8 shall also be used in connection with the securities covered by
Registration Statement No. 33-50294 on Form S-8 of PPG Industries, Inc.
This is page one of 16 pages. The Exhibit Index is on page 3.
<PAGE>
SIGNATURES
The Registrant. 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 Pittsburgh, and
Commonwealth of Pennsylvania, on the 21st day of April, 1994.
PPG INDUSTRIES, INC.
By /s/ W. H. Hernandez
W. H. Hernandez
Vice President and Controller and
Acting Principal Financial
Officer
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.
Signature Capacity Date
/s/ Jerry E. Dempsey Director and Chairman of )
J. E. Dempsey the Board of Directors )
and President (Chief )
Executive Officer) )
)
)
)
)
/s/ W. H. Hernandez Vice President and Controller )
W. H. Hernandez (Acting Principal Financial ) April 21, 1994
and Accounting Officer) )
)
LUCIE J. FJELDSTAD, )
STANLEY C. GAULT, )
ALLEN J. KROWE, )
STEVEN C. MASON, HAROLD A. )
MCINNES, ROBERT MEHRABIAN, )
VINCENT A SARNI, DAVID G. VICE, )
DAVID R. WHITWAM, )
Directors )
By /s/Jerry E. Dempsey )
Attorney-in-fact )
J. E. Dempsey )
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustee (or other person who administers the employee benefit
plan) has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, and Commonwealth of Pennsylvania, on the 21st day of April,
1994.
PPG INDUSTRIES
EMPLOYEE SAVINGS PLAN
By /s/ Kerry A. Rowles
Kerry A. Rowles,
Administrator of the Plan
- - 2 -
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Page No.
5 Opinion and consent of Guy A. Zoghby, 4
Vice President and General Counsel of
the Registrant.
23.1 Consent of Independent Auditors. 6
23.2 Consent of Counsel--contained in 4
opinion filed as Exhibit No. 5
24 Powers of Attorney. 7
<PAGE>
(412) 434-2932
Exhibit No. 5
April 21, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
To the Members of the Commission:
RE: PPG Industries Employee Savings Plan/S-8 Registration Statement
This opinion is submitted in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended (the "Act"), in respect of 2,000,000 shares of the Common Stock,
par value $1.66 2/3 per share, of PPG Industries, Inc. (the "Corporation")
and an indeterminate amount of interests of participation in the PPG
Industries Employee Savings Plan (the "Plan").
I am Senior Vice President and General Counsel of the Corporation
and, in that capacity, I, or lawyers in the Law and Patent Department of
the Corporation acting under my supervision, have examined the written
documents constituting the Plan and such other documents and corporate
records as I, or they, have deemed necessary or appropriate for the
purposes of this opinion.
Based on the foregoing, I am of the opinion that all of such shares
and interests of participation, upon their issuance (or transfer in the
case of shares acquired by the Corporation and held in its treasury) under
the terms of the Plan and as authorized by the Corporation's Board of
Directors, will be legally issued, fully paid and nonassessable.
I am further of the opinion that the provisions of the written
documents constituting the Plan comply with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, pertaining to
such provisions.
<PAGE
Securities and Exchange Commission
April 21, 1994
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to a reference to me and this
opinion in the documents constituting a prospectus relating to the Plan and
meeting the requirements of the Act.
Very truly yours,
/s/ Guy A. Zoghby
Guy A. Zoghby
Senior Vice President and
General Counsel
GAZ/lj
<PAGE>
Exhibit No. 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of PPG Industries, Inc. on Form S-8 of our reports dated January 20, 1994
and June 11, 1993, appearing in and incorporated by reference in the Annual
Report on Form 10-K of PPG Industries, Inc. for the year ended December 31,
1993 and in the Annual Report on Form 11-K of the PPG Industries Employee
Savings Plan for the year ended December 31, 1992, respectively.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
April 22, 1994
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, LUCIE J. FJELDSTAD, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 19th day of April, 1994.
/s/ Lucie J. Fjeldstad
LUCIE J. FJELDSTAD
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, STANLEY C. GAULT, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 19th day of April, 1994.
/s/ Stanley C. Gault
STANLEY C. GAULT
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
Savings Plan)
I, ALLEN J. KROWE, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 20th day of April, 1994.
/s/ Allen J. Krowe
ALLEN J. KROWE
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, STEVEN C. MASON, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 20th day of April, 1994.
/s/ Steven C. Mason
STEVEN C. MASON
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, HAROLD A. McINNES, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 20th day of April, 1994.
/s/ Harold A. McInnes
HAROLD A. McINNES
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, ROBERT MEHRABIAN, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 21st day of April, 1994.
/s/ Robert Mehrabian
ROBERT MEHRABIAN
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, VINCENT A. SARNI, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 18th day of April, 1994.
/s/ Vincent A. Sarni
VINCENT A. SARNI
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, DAVID G. VICE, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 20th day of April, 1994.
/s/ David G. Vice
DAVID G. VICE
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, DAVID R. WHITWAM, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or
more of them, my true and lawful attorneys or attorneys-in-fact, with full
power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, an S-8 Registration Statement to be
filed on or about April 22, 1994 by the Corporation with the Securities and
Exchange Commission and any and all amendments thereto, including post-
effective amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 21st day of April, 1994.
/s/ David R. Whitwam
DAVID R. WHITWAM
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, JERRY E. DEMPSEY, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Guy A. Zoghby and Edward J. Mazeski, Jr., or any one or more of them, my
true and lawful attorneys or attorneys-in-fact, with full power of
substitution and revocation, to sign, in my name and on my behalf as a
Director of the Corporation, an S-8 Registration Statement to be filed on
or about April 22, 1994 by the Corporation with the Securities and Exchange
Commission and any and all amendments thereto, including post-effective
amendments, for the purpose of effecting the registration or
deregistration, or maintaining the effectiveness of the registration, under
the Securities Act of 1933, as amended, of interests of participation in,
and shares of the Common Stock and the Preferred Stock of the Corporation
to be offered, or which may be offered, under the PPG Industries Employee
Savings Plan and its predecessor plans.
WITNESS my hand this 20th day of April, 1994.
/s/ Jerry E. Dempsey
JERRY E. DEMPSEY
