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REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
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
of incorporation or organization) Identification No.)
ONE PPG PLACE
PITTSBURGH, PENNSYLVANIA 15272
(412) 434-3131
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
WILLIAM H. HERNANDEZ
SENIOR VICE PRESIDENT, FINANCE
PPG INDUSTRIES, INC.
ONE PPG PLACE
PITTSBURGH, PENNSYLVANIA 15272
(412) 434-3131
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
RICHARD R. HOWE, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Debt Securities........ $500,000,000 100%* $500,000,000* $172,413.79
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</TABLE>
*Estimated solely for the purpose of calculating the registration fee.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
In accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus contained in this Registration Statement
on Form S-3 also relates to $100,000,000 of debt securities registered and
remaining unissued under Registration Statement No. 33-04983 on Form S-3 of PPG
Industries, Inc., in respect of which $20,000 has been paid to the Commission
as a registration fee.
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P R O S P E C T U S
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PPG Industries, Inc.
Debt Securities
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PPG Industries, Inc. (the "Company") may, from time to time, offer up to
$600,000,000 aggregate principal amount of its debt securities (the "Debt
Securities") on terms to be determined at the time of sale. The terms of the
Debt Securities in respect of which this Prospectus is being delivered (the
"Offered Debt Securities"), including, where applicable, the aggregate
principal amount, denominations, currency of payment, maturity, premium, if
any, rate of interest (which may be fixed or variable), if any, time of payment
of any interest, purchase price, provisions for redemption or sinking fund, if
any, and other provisions, are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"), together with the terms of offering of
the Offered Debt Securities. The Debt Securities may be sold by the Company
directly, through agents designated from time to time or to one or more
underwriters or dealers for public offering pursuant to terms of offering fixed
at the time of sale.
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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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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November 8, 1995
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER, OR DEALER. THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at its Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and its Northeast Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information can be inspected also at the offices of the New York Stock
Exchange, the Pacific Stock Exchange and the Philadelphia Stock Exchange, the
national securities exchanges on which the Company's securities are listed.
This Prospectus does not contain all of the information set forth in the
Registration Statement and exhibits thereto filed by the Company with the
Commission under the Securities Act of 1933, and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, which has been filed by the Company with the Securities and Exchange
Commission, is incorporated herein by reference and made a part hereof.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995, and September 30, 1995 are incorporated by reference
herein and made part hereof.
The Company's Current Reports on Form 8-K dated April 4, 1995, April 20,
1995, July 31, 1995, October 19, 1995, and November 8, 1995 are incorporated by
reference herein and made part hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated by reference herein or
deemed to be incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or in the Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents which have been or may be incorporated
herein by reference (other than exhibits to such documents not specifically
incorporated therein). Such requests should be directed to PPG Industries,
Inc., One PPG Place, Pittsburgh, Pennsylvania 15272, Attention: Director,
Investor Relations, (412) 434-2120.
2
<PAGE>
THE COMPANY
The business of the Company, a Pennsylvania corporation, is concentrated in
three basic segments: glass, coatings and resins, and chemicals. The Company's
principal executive offices are located at One PPG Place, Pittsburgh,
Pennsylvania 15272 and its telephone number is (412) 434-3131.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
to the Company from the sale of the Debt Securities will be added to the
Company's general funds and will be used for general corporate purposes. The
Company expects that it may from time to time engage in additional public or
private financings of a character and in an amount to be determined as the
occasion arises.
DESCRIPTION OF THE DEBT SECURITIES
The Offered Debt Securities are to be issued under an indenture, dated as of
August 1, 1982 (the "Original Indenture") as amended and supplemented (such
Original Indenture, as so amended and supplemented, the "Indenture"), between
the Company and Harris Trust and Savings Bank, as Trustee (the "Trustee").
Copies of the Original Indenture and the amendments and supplements thereto are
Exhibits to this Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture. Capitalized terms are defined in the Indenture unless otherwise
defined herein. Wherever particular provisions or defined terms of the
Indenture are referred to, such provisions or defined terms are incorporated
herein by reference.
GENERAL
The Indenture provides for the issuance, from time to time in one or more
series, of unsecured obligations of the Company which may be debentures, notes
or other evidences of indebtedness ("Debt Securities"). The Indenture does not
limit the amount of Debt Securities which may be authenticated and delivered
thereunder. Each series of Debt Securities may be established in or pursuant to
a resolution of the Company's Board of Directors or in one or more indentures
supplemental to the Indenture.
The Prospectus Supplement relating to the Offered Debt Securities will
describe the following terms of the Offered Debt Securities: (1) the title of
the Offered Debt Securities; (2) any limit on the aggregate principal amount of
the Offered Debt Securities; (3) the date or dates on which the Offered Debt
Securities will mature; (4) the rate or rates (which may be fixed or variable)
at which the Offered Debt Securities will bear interest, if any, and the date
from which such interest will accrue; (5) the dates on which such interest will
be payable and the Regular Record Dates for such Interest Payment Dates; (6)
any mandatory or optional sinking fund or analogous provisions; (7) the date,
if any, after which, and the price or prices at which, the Offered Debt
Securities may be redeemed at the option of the Company; (8) if applicable, the
terms and conditions upon which the Offered Debt Securities may be repayable
prior to final maturity at the option of the holder thereof or otherwise; (9)
any additional restrictive covenants included for the benefit of Holders of the
Offered Debt Securities; (10) any additional Events of Default provided with
respect to the Offered Debt Securities; (11) the currency of payment of
principal of and premium, if any, and interest, if any, on the Offered Debt
Securities; (12) any index used to determine the amount of payments of
principal of and premium, if any, and interest, if any, on the Offered Debt
Securities; (13) whether such Offered Debt Securities are to be issued in whole
or in part in the form of one or more Global Securities and, if so, the
identity of the depositary for such Global Security or Securities (the
"Depositary") and the circumstances under which any such Global Security may be
exchanged for Securities registered in the name of, and any transfer of such
Global Security may be registered to, a Person other than such Depositary or
its nominee; and (14) any other terms of the Offered Debt Securities. Unless
otherwise indicated in the Prospectus Supplement, principal of (and premium, if
any) and interest (if any) on the Offered Debt Securities will be payable, and
transfers of the Offered Debt Securities will be registrable, at the office of
the Trustee or its designee, provided that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register. ((S)(S) 201, 301, 305 and 1002)
3
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The Offered Debt Securities will be issued only in fully registered form
without coupons and, unless otherwise indicated in the Prospectus Supplement,
in denominations of $1,000 or any integral multiple thereof. ((S)302) No
service charge will be made for any registration of transfer or exchange of
Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. ((S) 305)
Debt Securities may be issued under the Indenture as Original Issue Discount
Debt Securities to be sold at a substantial discount below their principal
amount. Special federal income tax and other considerations applicable thereto
will be described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the form
of one or more Global Securities that will be deposited with, or on behalf of,
a Depositary identified in the applicable Prospectus Supplement or Prospectus
Supplements. A Global Security will be issued in a denomination equal to the
aggregate principal amount of outstanding Debt Securities of the series
represented by such Global Security. Global Securities will be issued in
registered form and in either temporary or permanent global form. Unless and
until it is exchanged for Debt Securities in definitive form, a temporary
Global Security may not be transferred except as a whole by the Depositary for
such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee
of such successor. The specific terms of the depositary arrangement with
respect to a series of Debt Securities will be described in the applicable
Prospectus Supplement or Prospectus Supplements.
RESTRICTIVE COVENANTS
The following restrictive covenants are applicable so long as the Debt
Securities of any series are Outstanding except that one or more of such
covenants may be made inapplicable to Debt Securities of a particular series at
the time of establishment of such series. The Prospectus Supplement relating to
such series will state which covenants are inapplicable to such series.
The Company will not, and will not permit any Restricted Subsidiary to, incur
or guarantee any debt secured by a mortgage or lien on any of the principal
manufacturing or research properties, plants or facilities of the Company or
any Restricted Subsidiary, or on any shares of stock or indebtedness of any
Restricted Subsidiary, without making effective provision for securing the Debt
Securities of any series to which this covenant applies (and, if the Company so
elects, any indebtedness ranking equally with such Debt Securities) equally and
ratably with or prior to such secured debt. These covenants will not apply to
debt secured by (a) mortgages or liens on property existing at the time
acquired or on property of any corporation existing at the time it becomes a
subsidiary, (b) purchase money mortgages, (c) mortgages or liens on property to
finance the cost of exploration, development or improvement of such property,
(d) mortgages or liens on property in favor of the United States or any state
thereof, or any other country, or any political subdivision of any of the
foregoing, to secure payments pursuant to any contract or statute or to secure
any indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
mortgages or liens, (e) mortgages or liens securing indebtedness owing to the
Company or a wholly-owned Restricted Subsidiary by a Subsidiary, or (f)
extensions, renewals or replacements of any of the foregoing. Notwithstanding
these covenants, the Company and its Restricted Subsidiaries may incur or
guarantee any secured debt which would otherwise be subject to the foregoing
restrictions, provided that after giving effect thereto the sum of the
aggregate amount of such debt then outstanding (not including secured debt
permitted under the foregoing exceptions) and the aggregate "value" of sale and
leaseback transactions (as defined) at such time does not exceed 5% of the
"shareholders' interest" (defined to include the aggregate of capital and
surplus, less treasury stock at cost, of the Company and its Restricted
Subsidiaries consolidated as of the end of the latest fiscal year). ((S) 1004)
Sales and leasebacks of real property by the Company or a Restricted
Subsidiary (except those for a temporary period of not more than three years)
will be prohibited unless (a) the property involved could be mortgaged to the
extent of the "value" of the sale and leaseback transaction without equally and
ratably
4
<PAGE>
securing the Debt Securities of any series to which this covenant applies or
(b) an amount equal to the proceeds of sale or the fair value of the property
sold (whichever is higher) is applied to the retirement of Funded Debt of the
Company (with provision for a credit in certain cases for Debt Securities
otherwise acquired or retired). ((S) 1005)
Neither the Company nor any Restricted Subsidiary may transfer to an
Unrestricted Subsidiary any assets which in the opinion of the Board of
Directors constitute a major manufacturing or research property, plant or
facility of the Company and its Restricted Subsidiaries taken as a whole. ((S)
1005)
The term "Restricted Subsidiary" means any subsidiary other than foreign
subsidiaries or subsidiaries in territories or possessions of the United States
or leasing, real estate investment, or financing subsidiaries unless such a
subsidiary is designated as a Restricted Subsidiary by the Board of Directors.
Restricted Subsidiaries may become Unrestricted Subsidiaries by designation of
the Board of Directors but only if in the opinion of the Board they do not own
a major manufacturing or research property, plant or facility of the Company
and its Restricted Subsidiaries taken as a whole. Any newly acquired or formed
Subsidiary may be designated an Unrestricted Subsidiary by action of the Board
of Directors within 90 days of such acquisition or formation. ((S) 101)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any,
on any Debt Security of that series when due; (b) failure to pay any interest
on any Debt Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) failure to perform, or breach of, any other
covenant or warranty of the Company in the Indenture (other than a covenant or
warranty included in the Indenture solely for the benefit of series of Debt
Securities other than that series), continued for 60 days after written notice
as provided in the Indenture; (e) acceleration of the maturity of more than
$10,000,000 principal amount of any indebtedness for money borrowed by the
Company under the terms of the instrument under which such indebtedness is
issued or secured, if such acceleration is not annulled within 10 days after
written notice as provided in the Indenture; (f) certain events in bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided with
respect to Debt Securities of that series. ((S) 501) If an Event of Default
with respect to Debt Securities of any series at the time Outstanding occurs
and is continuing, either the Trustee or the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that series may declare
the principal amount (or, if the Debt Securities of that series are Original
Issue Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that
series to be due and payable immediately. At any time after such a declaration
of acceleration with respect to Debt Securities of any series has been made,
but before a judgment or decree for payment of the money due has been obtained,
the Holders of a majority in principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such declaration and its consequences. ((S) 502)
The Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable security or indemnity. ((S) 603) Subject to
such provisions for indemnification of the Trustee, the Holders of a majority
in principal amount of the Outstanding Debt Securities of any series will have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Debt Securities of that series. ((S) 512)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. ((S) 1009)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of 66 2/3% in principal amount of
the Outstanding Debt Securities of each series
5
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affected by such modification or amendment provided that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the stated maturity date of the principal
of, or any installment of principal of or interest (if any) on, any Debt
Security, (b) reduce the principal amount of, or the premium (if any) or rate
of interest (if any) on, any Debt Security, (c) reduce the amount of principal
of an Original Issue Discount Debt Security payable upon acceleration of the
Maturity thereof, (d) change the place or currency of payment of principal of,
or premium (if any) or interest (if any) on, any Debt Security, (e) impair the
right to institute suit for the enforcement of any payment on or with respect
to any Debt Security or (f) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults. ((S) 902)
The Holders of 66 2/3% in principal amount of the Outstanding Debt Securities
of any series may on behalf of the Holders of all Debt Securities of that
series waive, insofar as that series is concerned, compliance by the Company
with certain restrictive provisions of the Indenture. ((S) 1010) The Holders of
a majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all Debt Securities of that series waive any
past default under the Indenture with respect to that series and its
consequences, except a default in the payment of the principal of (or premium,
if any) or interest (if any) on any Debt Security of that series or in respect
of a provision which under the Indenture cannot be modified or amended without
the consent of the Holder of each Outstanding Debt Security of that series
affected. ((S) 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate or merge with or into, or transfer or lease its
assets substantially as an entirety to, any corporation or may acquire or lease
the assets of any Person, provided that the corporation formed by such
consolidation or into which the Company is merged or which acquires or leases
the assets of the Company substantially as an entirety is organized under the
laws of any United States jurisdiction and assumes the Company's obligations on
the Debt Securities and under the Indenture, that after giving effect to the
transaction no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing, and that certain other conditions are met. (Article Eight)
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities directly, through agents designated
from time to time or to one or more underwriters or dealers for public offering
pursuant to terms of offering fixed at the time of sale. The Prospectus
Supplement describes the method of distribution of the Offered Debt Securities.
Unless otherwise indicated in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
the Offered Debt Securities if any are purchased.
The Offered Debt Securities may be distributed from time to time in one or
more transactions at a fixed price or prices (which may be changed) or at
prices determined as specified in the Prospectus Supplement. In connection with
the sale of the Offered Debt Securities, underwriters or dealers may be deemed
to have received compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
the Offered Debt Securities for whom they may act as agent. Underwriters may
sell the Offered Debt Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agent. Certain of the underwriters, dealers or agents who participate in the
distribution of the Offered Debt Securities may engage in other transactions
with, and perform other services for, the Company in the ordinary course of
business.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Offered Debt Securities, and any
discounts, concessions or commissions allowed by underwriters to dealers, are
set forth in the Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Offered Debt Securities may be deemed
to be underwriters, and any
6
<PAGE>
discounts and commissions received by them and any profit realized by them on
the resale of the Offered Debt Securities may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933. Underwriters and
their controlling persons, dealers and agents may be entitled, under agreements
entered into with the Company, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the Securities
Act of 1933.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agent to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date.
EXPERTS
The consolidated financial statements and related financial statement
schedule as of December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994 incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1994 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are also incorporated herein by reference, and
have been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
7
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be incurred in connection with the issuance and distribution
of the securities being registered, other than underwriting discounts and
commissions, are estimated (other than the Filing Fee for Registration
Statement) as follows:
<TABLE>
<S> <C>
Filing Fee for Registration Statement........................... $172,413.79
Accounting Fees and Expenses.................................... $ 15,000.00
Trustee's Fees and Expenses..................................... $ 25,000.00
Blue Sky Fees and Expenses...................................... $ 15,000.00
Printing and Engraving Costs.................................... $ 30,000.00
Rating Agency Fees.............................................. $150,000.00
Miscellaneous................................................... $ 17,586.21
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Total......................................................... $425,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 410 of the Pennsylvania Business Corporation Law provides for
indemnification of the Registrant's directors and officers against certain
liabilities under certain circumstances.
Article VI of the By-Laws of the Registrant provides that the Registrant
shall indemnify, under certain circumstances, persons who were or are
directors, officers or employees of the Registrant or who served or serve other
corporations at the request of the Registrant. Under those By-Law provisions, a
person who is wholly successful in defending a claim will be indemnified for
any reasonable expenses. To the extent a person is not successful in defending
a claim, reasonable expenses of defense and any liability incurred (other than
to the Registrant) are to be indemnified under those provisions only where
independent legal counsel or other disinterested person selected by the Board
of Directors determines that such person seeking indemnification acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and in addition with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Any expense incurred with respect to any claim may be advanced by the
Registrant if the recipient agrees to repay such amount if it is ultimately
determined that such recipient is not to be indemnified pursuant to those By-
Law provisions.
Section 410 and the By-Laws both also provide that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which
those seeking indemnification may otherwise be entitled.
The Registrant also has policies of directors and officers liability
insurance to indemnify its directors and officers against certain liabilities
incurred in their capacities as such.
ITEM 16. EXHIBITS.
EXHIBIT
NO.
---
1 Form of Underwriting Agreement (filed as Exhibit 1.1 to the Company's
Form 8-K dated November 8, 1995 and incorporated herein by reference).
4.1 Indenture, dated as of August 1, 1982 (filed as Exhibit 4.3 to the
Company's Form 8-K dated December 9, 1985, and incorporated herein by
reference).
4.2 First Supplemental Indenture, dated as of April 1, 1986 (filed as Exhibit
4.2 to the Company's Form S-3, Number 33-03938, dated March 12, 1986,
and incorporated herein by reference).
4.3 Second Supplemental Indenture, dated as of October 1, 1989 (filed as
Exhibit 4.4 to the Company's Form 8-K dated November 8, 1995 and
incorporated herein by reference).
4.4 Third Supplemental Indenture, dated as of November 1, 1995 (filed as
Exhibit 4.5 to the Company's Form 8-K dated November 8, 1995, and
incorporated herein by reference).
II-1
<PAGE>
EXHIBIT
NO.
---
4.5 Forms of Debt Securities (included in Exhibit 4.1).
5 Opinion of Guy A. Zoghby, Senior Vice President and General Counsel of
the Company.
12 Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12
to the Company's Form 8-K dated November 8, 1995, and incorporated
herein by reference).
23.1 Consent of Independent Auditors.
23.2 Consent of Guy A. Zoghby, Senior Vice President and General Counsel of
the Company (included in Exhibit 5).
24 Power of Attorney.
25 Form T-1 Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939 (filed as Exhibit 25.1 to the Company's Form 8-K
dated November 8, 1995 and incorporated herein by reference).
The Indenture incorporated by reference as Exhibit 4.1 was qualified under
the Trust Indenture Act of 1939 in connection with the Registrant's
Registration Statement No. 2-78575 and is deemed to be qualified for purposes
of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference);
(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 (unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference);
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above (other than
pursuant to the policies of directors and officers liability insurance), or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such
II-2
<PAGE>
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in 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 Registrant 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 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON THE 8TH
DAY OF NOVEMBER, 1995.
PPG INDUSTRIES, INC. (Registrant)
/s/ William H. Hernandez
By...................................
William 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 INDICATED
AND ON THE 8TH DAY OF NOVEMBER, 1995:
Signature Capacity
/s/ Jerry E. Dempsey Director and Chairman
........................ of the Board of
JERRY E. DEMPSEY Directors (Chief
Executive Officer)
/s/ William H. Hernandez Senior Vice President,
........................ Finance (Principal
WILLIAM H. HERNANDEZ Financial and
Accounting Officer)
........................
E. B. DAVIS, JR. Director
........................
S. C. GAULT Director
........................
A. J. KNOWE Director
........................
M. J. HOOPER Director
........................
S. C. MASON Director
/s/ William H. Hernandez
........................ By...................................
H. A. MCINNES Director William H. Hernandez
(Attorney-in-fact)
........................
R. MEHRABIAM Director
........................
V. A. SARNI Director
........................
D. G. VICE Director
........................
D. R. WHITWAM Director
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. PAGE
NUMBER
1 Form of Underwriting Agreement (filed as Exhibit 1.1 to the N/A
Company's Form 8-K dated November 8, 1995 and incorporated
herein by reference).
4.1 Indenture, dated as of August 1, 1982 (filed as Exhibit 4.3 N/A
to the Company's Form 8-K dated December 9, 1985, and
incorporated herein by reference).
4.2 First Supplemental Indenture, dated as of April 1, 1986 N/A
(filed as Exhibit 4.2 to the Company's Form S-3, Number
33-03938, dated March 12, 1986, and incorporated herein by
reference).
4.3 Second Supplemental Indenture, dated as of October 1, 1989 N/A
(filed as Exhibit 4.4 to the Company's Form 8-K dated
November 8, 1995 and incorporated herein by reference).
4.4 Third Supplemental Indenture, dated as of November 1, 1995 N/A
(filed as Exhibit 4.5 to the Company's Form 8-K dated
November 8, 1995, and incorporated herein by reference).
4.5 Forms of Debt Securities (included in Exhibit 4.1). N/A
5 Opinion of Guy A. Zoghby, Senior Vice President and General 14
Counsel of the Company.
12 Computation of Ratio of Earnings to Fixed Charges (filed as 15
Exhibit 12 to the Company's Form 8-K dated November 8,
1995, and incorporated herein by reference).
23.1 Consent of Independent Auditors. 16
23.2 Consent of Guy A. Zoghby, Senior Vice President and General 14
Counsel of the Company (included in Exhibit 5).
24 Power of Attorney. 17-26
25 Form T-1 Statement of Eligibility and Qualification Under N/A
the Trust Indenture Act of 1939 (filed as Exhibit 25.1 to
the Company's Form 8-K dated November 8, 1995 and
incorporated herein by reference).
II-5
<PAGE>
[LOGO OF PPG] Exhibit No. 5
PPG Industries, Inc.
One PPG Place Pittsburgh, Pennsylvania 15272 USA
Telephone:(412) 434-2932 Fax: (412) 434-2490
Guy A. Zoghby
Senior Vice President and General Counsel
November 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
To the Members of the Commission:
This opinion is submitted in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by PPG Industries, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in respect of $500,000,000 aggregate principal amount of
Debt Securities to be offered on a delayed basis.
I am Senior Vice President and General Counsel of the Company and, in that
capacity, I, or lawyers in the Law Department of the Company acting under my
supervision, have examined such written 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 the Company has been duly
incorporated and is validly existing as a corporation under the laws of the
Commonwealth of Pennsylvania, and that the Debt Securities, when duly
authorized, executed, authenticated and delivered, will be legally issued and
will be binding obligations of the Company in accordance with their terms.
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 to this opinion
in the documents constituting the Registration Statement.
Very truly yours,
/s/ Guy A. Zoghby
Guy A. Zoghby
GAZ/dw
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
PPG Industries, Inc. on Form S-3 of our reports dated January 19, 1995,
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 to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
November 8, 1995
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, ERROLL B. DAVIS, JR., a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 18th day of October, 1995.
/s/ Erroll B. Davis, Jr.
------------------------------------
ERROLL B. DAVIS, JR.
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, STANLEY C. GAULT, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 17th day of October, 1995.
/s/ Stanley C. Gault
------------------------------------
STANLEY C. GAULT
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, ALLEN J. KROWE, a Director of PPG Industries, Inc. (the "Corporation"),
a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, W.
H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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 $500,000,000 of
Debt Securities.
WITNESS my hand this 17th day of October, 1995.
/s/ Allen J. Krowe
------------------------------------
ALLEN J. KROWE
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, MICHELLE J. HOOPER, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 17 day of October, 1995.
/s/ Michele J. Hooper
------------------------------------
MICHELE J. HOOPER
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, STEVEN C. MASON, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 19th day of October, 1995.
/s/ Steven C. Mason
------------------------------------
STEVEN C. MASON
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, HAROLD A. MCINNES, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 19th day of October, 1995.
/s/ Harold A. McInnes
------------------------------------
HAROLD A. MCINNES
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, ROBERT MEHRABIAN, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 19th day of October, 1995.
/s/ Robert Mehrabian
------------------------------------
ROBERT MEHRABIAN
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, VINCENT A. SARNI, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 19th day of October, 1995.
/s/ Vincent A. Sarni
------------------------------------
VINCENT A. SARNI
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, DAVID G. VICE, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 18th day of October, 1995.
/s/ David G. Vice
------------------------------------
DAVID G. VICE
<PAGE>
Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, DAVID R. WHITWAM, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry
E. Dempsey, W. H. Hernandez, 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, a Registration Statement on Form S-3 to be filed 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
$500,000,000 of Debt Securities.
WITNESS my hand this 17th day of October, 1995.
/s/ DAVID R. WHITWAM
------------------------------------
DAVID R. WHITWAM
