<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1996.
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)
______________________
[CAPTION]
CALCULATION OF REGISTRATION FEE
<TABLE>
<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 10,000,000 $53.8125 (a) $538,125,000 (a) $185,560
share.. . . . . . shares
</TABLE>
[FN]
(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 October 1, 1996.
The contents of Registration Statement No. 33-58909 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. 33-58909
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 7th day of October, 1996.
PPG INDUSTRIES, INC.
By /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 and )
Jerry E. Dempsey Chief Executive Officer )
)
)
)
)
/s/ W. H. Hernandez Senior Vice President, Finance)
W. H. Hernandez (Principal Financial and ) October 7, 1996
Accounting Officer) )
)
ERROLL B. DAVIS, JR., )
MICHELE J. HOOPER, )
ALLEN J. KROWE, )
RAYMOND W. LEBOEUF, )
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 7th day of October, 1996.
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
October 7, 1996
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 October 7, 1996 with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), in respect of 10,000,000 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
October 7, 1996
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
[Deloitte & Touche Letterhead]
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 18, 1996 and May 10, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of PPG Industries, Inc. for
the year ended December 31, 1995 and in the Annual Report on
Form 11-K of the PPG Industries Employee Savings Plan for the year
ended December 31, 1995, respectively.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
October 7, 1996
<PAGE>
Exhibit No. 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 October 7, 1996 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 September, 1996.
/s/ Erroll B. Davis, Jr.
ERROLL B. DAVIS, JR.
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, MICHELE J. HOOPER, 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 October 7, 1996 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 September, 1996.
/s/ Michele J. Hooper
MICHELE J. HOOPER
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ Allen J. Krowe
ALLEN J. KROWE
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Savings Plan)
I, RAYMOND W. LEBOEUF, 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 October 7, 1996 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 September, 1996.
/s/ Raymond W. LeBoeuf
RAYMOND W. LEBOEUF
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ Steven C. Mason
STEVEN C. MASON
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ Harold A. McInnes
HAROLD A. McINNES
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ Robert Mehrabian
ROBERT MEHRABIAN
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ Vincent A. Sarni
VINCENT A. SARNI
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ David G. Vice
DAVID G. VICE
<PAGE>
Exhibit No. 24
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 October 7, 1996 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 September, 1996.
/s/ David R. Whitwam
DAVID R. WHITWAM
