<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1995
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, Senior Vice President, Finance
One PPG Place, Pittsburgh, Pennsylvania 15272
(Name and address of agent for service)
(412) 434-2102
(Telephone number, including area code, of agent for service)
______________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maxi- Proposed maxi- Amount of
Title of securities to Amount to be mum offering mum aggregate registra-
be registered registered price/share offering price tion fee
PPG Industries, Inc.
Common Stock, par
value $1.66 2/3 per 4,000,000 $38.375 (a) $153,500,000(a) $52,931.03
share.. . . . . . shares
</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.)
(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 21, 1995.
The contents of Registration Statement No. 33-53235 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. 33-53235 on Form S-8 of PPG Industries, Inc.
This is page one of 15 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 27th day of April, 1995.
PPG INDUSTRIES, INC.
/s/W. H. Hernandez
W. H. Hernandez
Senior Vice President, Finance
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 )
Jerry E. Dempsey the Board of Directors )
and President (Chief )
Executive Officer) )
)
)
)
)
/s/ W. H. Hernandez Senior Vice President, Finance)
W. H. Hernandez (Principal Financial and ) April 27th, 1995
Accounting Officer) )
)
ERROLL B. DAVIS, JR., )
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 )
Jerry 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 27th day of April,
1995.
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
Senior 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
- 3 -
<PAGE>
Exhibit No. 5
April 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: PPG Industries Employee Savings Plan/
S-8 Registration Statement
To the Members of the Commission:
This opinion is submitted in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
being filed on April 28, 1995 with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), in respect of 4,000,000 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
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 27, 1995
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
GAZ/dw
<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 19, 1995 and June 10, 1994 appearing in and incorporated by
reference in the Annual Report on Form 10-K of PPG Industries, Inc. for
the year ended December 31, 1994 and in the Annual Report on
Form 11-K of the PPG Industries Employee Savings Plan for the year
ended December 31, 1993, respectively.
/s/Deloitte& Touche LLP
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
April 28, 1995
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, ERROLL B. DAVIS, JR., a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, 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 28, 1995 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, 1995.
/s/ Erroll B. Davis, Jr.
ERROLL B. DAVIS, JR.
<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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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 17th day of April, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/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 H. Kennedy Linge, 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 28, 1995 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, 1995.
/s/ David R. Whitwam
DAVID R. WHITWAM
