<PAGE>
RULE NO. 424B(5)
REGISTRATION NO. 033-64081
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 8, 1995
$150,000,000
PPG Industries, Inc.
[PPG LOGO]
7 3/8% Notes Due 2016
Interest payable June 1 and December 1 Due June 1, 2016
------------
THE NOTES WILL BE REDEEMABLE IN WHOLE OR IN PART AT ANY TIME, AT THE OPTION
OF THE COMPANY, AT A REDEMPTION PRICE EQUAL TO THE GREATER OF (i) 100% OF
THEIR PRINCIPAL AMOUNT AND (ii) THE SUM OF THE PRESENT VALUES OF THE
REMAINING SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST THEREON
DISCOUNTED, ON A SEMI-ANNUAL BASIS, AT THE TREASURY YIELD (AS
DEFINED HEREIN) PLUS 10 BASIS POINTS, TOGETHER WITH ACCRUED
INTEREST TO THE DATE OF REDEMPTION. THE NOTES WILL NOT BE
SUBJECT TO A SINKING FUND.
------------
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 SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
------------ ------------- -------------
<S> <C> <C> <C>
Per Note................................... 99.490% 0.875% 98.615%
Total...................................... $149,235,000 $1,312,500 $147,922,500
</TABLE>
(1) Plus accrued interest, if any, from May 24, 1996.
(2) Before deduction of expenses payable by the Company estimated to be
$150,000.
------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Notes will be made on or about May 24, 1996.
CS First Boston
Goldman, Sachs & Co.
J.P. Morgan & Co.
The date of this Prospectus Supplement is May 21, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds from the offering will be available for general corporate
purposes, including repayment of commercial paper.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for the
Company for the periods indicated.
<TABLE>
<CAPTION>
THREE
MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------- MARCH 31,
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges................... 2.78 4.09 5.01 8.43 11.26 9.66
</TABLE>
- --------
For the purpose of this ratio, "earnings" consist of consolidated earnings
before income taxes, plus fixed charges exclusive of capitalized interest and
less undistributed income of unconsolidated affiliates carried on the equity
basis. Earnings for the periods indicated were affected by charges from
business divestitures and realignments as follows, in millions: $84.3, $10.4,
$126.4 and $85.0, respectively, for the years ended December 31, 1991, 1992,
1993 and 1994. There were no charges from business divestitures and
realignments for the year ended December 31, 1995 or for the three months ended
March 31, 1996. "Fixed charges" consist of interest, whether expensed or
capitalized (including amortization of debt discount), and that portion of
rentals which is representative of interest.
DESCRIPTION OF THE NOTES
The following description of the terms of the 7 3/8% Notes Due 2016 (the
"Notes") offered hereby supplements and modifies the description of the general
terms and provisions of the Debt Securities set forth in the accompanying
Prospectus, to which reference is hereby made.
GENERAL
The Notes will be unsecured obligations of the Company and will be issued
under an Indenture dated as of August 1, 1982 as supplemented (such Indenture
as so supplemented is hereinafter called the "Indenture"), between the Company
and Harris Trust and Savings Bank, as Trustee (the "Trustee"). The Notes will
be limited to $150,000,000 aggregate principal amount and will mature on June
1, 2016. The Notes will bear interest at the rate of 7 3/8% per annum from May
24, 1996 or from the most recent interest payment date to which interest has
been paid or provided for, payable semiannually on June 1 and December 1 of
each year, commencing on December 1, 1996, to the persons in whose names the
Notes are registered at the close of business on the May 15 or November 15, as
the case may be, next preceding such interest payment date. The Notes are to be
issued only in registered form without coupons in denominations of $1,000 and
integral multiples thereof.
OPTIONAL REDEMPTION
The Notes will be redeemable in whole or in part at any time, at the option
of the Company, at a redemption price equal to the greater of (i) 100% of their
principal amount and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted, on a semi-
annual basis, at the Treasury Yield plus 10 basis points, together with accrued
interest to the date of redemption. Interest will be calculated on the basis of
a 360-day year consisting of twelve 30-day months. The Notes are not subject to
a sinking fund.
S-2
<PAGE>
Holders of Notes to be redeemed will receive notice thereof by first-class
mail at least 30 and not more than 60 days prior to the date fixed for
redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Notes. "Independent Investment Banker" means CS First Boston
Corporation or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing in the United States appointed by the Trustee after consulting with
the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such business day, the average
of the Reference Treasury Dealer Quotations for such redemption date.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of CS First Boston Corporation and
Goldman, Sachs & Co. and their respective successors; provided however, that if
either of the foregoing ceases to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company will
substitute therefor another Primary Treasury Dealer.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered
securities (collectively, the "Global Notes") which will be deposited with, or
on behalf of, The Depository Trust Company, New York, New York (the
"Depositary") and registered in the name of the Depositary's nominee. Except as
set forth below, the Global Notes may be transferred, in whole and not in part,
only to the Depositary or another nominee of the Depositary.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary was created to hold securities
of institutions that have accounts with the Depositary or its nominee
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic book-
entry changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others such as banks,
brokers, dealers and trust companies that clear through, or maintain a
custodial relationship with, a participant, either directly or indirectly. The
Depositary agrees with and represents to its participants that it will
administer its book-entry system in accordance with its rules and by-laws and
requirements of law.
S-3
<PAGE>
Upon the issuance of the Global Note, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts
of the Notes represented by such Global Note to the accounts of participants.
The accounts to be credited shall be designated by the Underwriters. Ownership
of beneficial interests in the Global Note will be limited to participants or
persons that may hold interests through participants. Ownership of interests in
the Global Note will be shown on, and the transfer of those ownership interests
will be effected only through, records maintained by the Depositary (with
respect to participants' interests) and such participants (with respect to the
owners of beneficial interests in the Global Note). The laws of some
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and laws may impair
the ability to transfer beneficial interests in the Global Note.
So long as the Depositary, or its nominee, is the registered holder and owner
of the Global Note, the Depositary or such nominee, as the case may be, will be
considered the sole owner and holder of the related Notes for all purposes of
such Notes and for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in the Global Note will not be entitled to have
the Notes represented by such Global Note registered in their names, will not
receive or be entitled to receive physical delivery of certificated Notes in
definitive form and will not be considered to be the owners or holders of any
Notes under the Indenture or the Global Note. Accordingly, each person owning a
beneficial interest in the Global Note must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of the
participant through which such person owns its interests, to exercise any
rights of a holder of Notes under the Indenture or the Global Note. The Company
understands that under existing industry practice, in the event the Company
requests any action of holders of Notes or an owner of a beneficial interest in
the Global Note desires to take any action that the Depositary, as the holder
of the Global Note, is entitled to take, the Depositary would authorize the
participants to take such action, and the participants would authorize
beneficial owners owning through such participants to take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Payment of principal of and interest on Notes represented by the Global Note
registered in the name of or held by the Depositary or its nominee will be made
to the Depositary or its nominee, as the case may be, as the registered owner
and holder of the Global Note.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Note, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Note as
shown on the records of the Depositary. The Company also expects that payments
by participants to owners of beneficial interests in the Global Note held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of such participants. Neither the Company nor the Trustee will
have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, beneficial ownership interests in the Global
Note for any Notes or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests or for any other aspect of the
relationship between the Depositary and its participants or the relationship
between such participants and the owners of beneficial interests in the Global
Note owning through such participants.
Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Notes may not be transferred except as a
whole by the Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.
The Notes represented by the Global Note may be exchanged for certificated
Notes in definitive form of like tenor as such Notes in denominations of $1,000
and in any greater amount that is an integral multiple thereof if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its discretion at any time determines not to have
all of the Notes represented by the Global Note and notifies the Trustee
thereof, or (iii) an Event of Default has occurred and is continuing with
respect to the Notes. Any Note that is exchanged pursuant to the preceding
sentence will be exchangeable for certificated Notes issuable in authorized
denominations and registered in such names as the Depositary shall direct.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement
and a Terms Agreement dated May 21, 1996 (together, the "Underwriting
Agreement"), the Company has agreed to sell to CS First Boston Corporation,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (the "Underwriters"), and
the Underwriters have severally but not jointly agreed to purchase from the
Company, the following respective principal amounts of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
---- ---------
<S> <C>
CS First Boston Corporation..................... $ 50,000,000
Goldman, Sachs & Co............................. 50,000,000
J.P. Morgan Securities Inc...................... 50,000,000
------------
Total....................................... $150,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, and that the Underwriters will be
obligated to purchase all of the Notes if any are purchased.
The Company has been advised by the Underwriters that the Underwriters
propose to offer the Notes to the public initially at the offering price set
forth on the cover page of this Prospectus Supplement and to certain dealers at
such price less a concession of 0.50% of the principal amount per Note, and the
Underwriters and such dealers may allow a discount of 0.25% of the principal
amount per Note on sales to certain other dealers. After the initial public
offering the public offering price and concession and discount to dealers may
be changed by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that one or more of the
Underwriters intend to make markets in the Notes, but are not obligated to do
so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of, or trading market for, the
Notes.
In the ordinary course of their respective businesses, affiliates of J.P.
Morgan Securities Inc. have engaged, and in the future may engage, in
commercial banking and investment banking transactions with the Company and
affiliates of the Company.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or to contribute to payments which the Underwriters may be required to
make in respect thereof.
VALIDITY OF THE NOTES
The validity of the Notes to which this Prospectus Supplement relates will be
passed upon for the Company by Guy A. Zoghby, Senior Vice President and General
Counsel of the Company, and for the Underwriters by Sullivan & Cromwell, New
York, New York. Mr. Zoghby beneficially owns an aggregate of 30,696 shares of
the common stock of the Company directly and indirectly through the Company's
employee savings plan, exclusive of those shares which have accrued for his
account in such plan during the year 1996. In addition, Mr. Zoghby holds
options entitling him to acquire 175,959 shares of such common stock.
EXPERTS
The consolidated financial statements and related financial statement
schedule as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995 incorporated in the accompanying Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports also incorporated in the accompanying
Prospectus 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.
S-5
<PAGE>
- --------------------------------------------------------------------------------
P R O S P E C T U S
- --------------------------------------------------------------------------------
PPG Industries, Inc.
Debt Securities
------------
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.
------------
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.
- --------------------------------------------------------------------------------
November 8, 1995
<PAGE>
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.
------------
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
<PAGE>
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
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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
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<PAGE>
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
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<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.
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<PAGE>
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS 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 IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds............................................................ S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of the Notes................................................... S-2
Underwriting............................................................... S-5
Validity of the Notes...................................................... S-5
Experts.................................................................... S-5
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Description of the Debt Securities......................................... 3
Plan of Distribution....................................................... 6
Experts.................................................................... 7
</TABLE>
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[PPG LOGO]
$150,000,000
PPG Industries, Inc.
7 3/8% Notes Due 2016
PROSPECTUS SUPPLEMENT
CS First Boston
Goldman, Sachs & Co.
J.P. Morgan & Co.
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