PPG INDUSTRIES INC, S-3/A, 1998-02-27

PPG INDUSTRIES INC
S-3/A, 1998-02-27
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS

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REGISTRATION NO. 333-44397
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
-----------

AMENDMENT NO. 1

TO
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
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 COPIES TO:

RICHARD R. HOWE, ESQ.
ANN BAILEN FISHER, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
-----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
-----------
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]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING
BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [_]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [_]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [_]
-----------

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.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
- --------------------------------------------------------------------------------

P R O S P E C T U S
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Subject to completion, dated February 27, 1998
PPG Industries, Inc.

Debt Securities
--------

PPG Industries, Inc. (the "Company") may, from time to time, offer up to
$500,000,000 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.

- --------------------------------------------------------------------------------

The date of this Prospectus is , 1998
<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 (the "Exchange Act"), 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. The Commission maintains a world wide web site that contains reports,
proxy and information statements and other information that is filed through
the Commission's Electronic Data Gathering Analysis and Retrieval System which
can be accessed at http://www.sec.gov. 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, which forms a part of a registration statement filed with
the Commission on Form S-3 (together with all amendments and exhibits thereto,
the "Registration Statement"), does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information about the Company and
the Debt Securities, reference is hereby made to the Registration Statement
and to such exhibits and schedules. Statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission are not necessarily complete, and in
each instance reference is made to the copy of such document so filed. Each
such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed with the Commission pursuant
to the Exchange Act, are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; and

(2) The Company's Current Report on Form 8-K for the event dated January
15, 1998.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act 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 or any Prospectus
Supplement.

2
<PAGE>

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; telephone (412) 434-2120.

THE COMPANY

The business of the Company, a Pennsylvania corporation, is concentrated in
three basic segments: glass, coatings 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.

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>
YEAR ENDED DECEMBER 31,
------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges..................... 5.0 8.4 11.3 9.9 8.9
</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: $126.4, $85.0
and $102.0, respectively, for the years ended December 31, 1993, 1994 and
1997. There were no charges from business divestitures and realignments for
the years ended December 31, 1995 and 1996. "Fixed charges" consist of
interest, whether expensed or capitalized (including amortization of debt
discount and debt expense), and that portion of rentals which is
representative of interest.

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 filed as Exhibits to the Registration Statement of which this Prospectus
is a part. 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.

3
<PAGE>

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)

The Offered Debt Securities will be issued only in fully registered form
without coupons and, unless otherwise indicated in the applicable 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 applicable 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.

4
<PAGE>

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 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

5
<PAGE>

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 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

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<PAGE>

Prospectus Supplement describes the method of distribution of the Offered Debt
Securities. Unless otherwise indicated in the applicable 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 applicable 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 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.

In connection with an offering of Debt Securities, the underwriters may
purchase and sell such Debt Securities in the open market. These transactions
may include over-allotment and stabilizing transactions and purchases to cover
short positions created by the underwriters in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purpose
of preventing or retarding a decline in the market price of the Debt
Securities; and short positions created by the underwriters involve the sale
by the underwriters of a greater number of Debt Securities than they are
required to purchase from the Company in the offering. The underwriters also
may impose a penalty bid, whereby selling concessions allowed to broker-
dealers in respect of the Debt Securities sold in the offering may be
reclaimed by the underwriters if such Debt Securities are repurchased by the
underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Debt
Securities, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at
any time.

The Debt Securities will be new issues of securities with no established
trading market. If so indicated in the applicable Prospectus Supplement, any
underwriters, dealers or agents to or through whom such Debt Securities are
sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters and agents will not be 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 the trading market for any such
Debt Securities.

If so indicated in the applicable 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, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997 incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 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.............................. $147,500
Accounting Fees and Expenses....................................... $ 20,000
Trustee's Fees and Expenses........................................ $ 30,000
Blue Sky Fees and Expenses......................................... $ 5,000
Printing and Engraving Costs....................................... $ 40,000
Rating Agency Fees................................................. $200,000
Miscellaneous...................................................... $ 12,500
--------
Total............................................................ $455,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 1741-1750 of the Pennsylvania Business Corporation Law provide for
indemnification of the Registrant's directors and officers against certain
liabilities under certain circumstances.

Article VI of the bylaws of the Registrant provides that a director, officer
or employee shall be found to be entitled to indemnification for expenses
(including attorney's fees) and any liability (including judgments, fines or
penalties and amounts paid in settlement) actually and in good faith paid or
incurred by any such person in connection with any actual or threatened
proceeding (including any derivative lawsuits) by reason of the fact that such
person is or was serving as a director, officer or employee of the Registrant
or, at the request of the Registrant, was serving another corporation,
partnership, joint venture, trust, employee benefit plan or other entity,
unless a referee finds the conduct engaged in to have been such that, if so
found by a court, indemnification would be prohibited by Pennsylvania law. The
Registrant is also required to indemnify any such person (1) where there has
been a determination by a court as to the conduct of the person claiming
indemnification such that indemnification would not be prohibited by
Pennsylvania law and (2) where the person is otherwise entitled to
indemnification by Pennsylvania law. Expenses with respect to a proceeding
which are incurred in good faith are required to be advanced by the Registrant
prior to final disposition of the proceeding, subject to any obligation to
repay the Registrant which is imposed by law or by provision in the Articles,
bylaws, an agreement or otherwise. Under Pennsylvania law any such advancement
of expenses must be made subject to an undertaking to repay the Registrant in
the event that it is determined ultimately that the person receiving the
advancement is not entitled to indemnification. A written request for such
advancement of expense must be made to the Secretary of the Registrant.

The selection of the referee is to be made by the general counsel or, if the
general counsel is the person claiming indemnification or is otherwise
involved in the proceeding, by the senior officer who does not have such a
relationship to the proceeding. The referee is defined to be an attorney with
substantial expertise in corporate law, who is both independent of the parties
and unbiased. The person claiming indemnification may object, within 10 days
of the notice of selection of the referee, to the referee selected. If the
parties cannot agree on the selection of a referee, or if the Registrant fails
to propose a referee, within 45 days of the submission of the request for
indemnification, the referee will be selected by the American Arbitration
Association.

The determination of entitlement to indemnification is made by the referee;
however, the referee is required to find the person entitled to
indemnification unless the referee finds that the conduct of the person was
such that if so found by a court, indemnification would be prohibited by
Pennsylvania law. The determination of the referee is binding on the
Registrant but not on the person claiming indemnification.

To the extent that a person is entitled to indemnification for only a
portion of the expenses or liability resulting from a proceeding, the
Registrant is required to indemnify the person for such portion.

II-1
<PAGE>

The bylaws authorize the Registrant to purchase and maintain insurance, to
create a trust fund, to grant a security interest or to use other means
(including, without limitation, establishing a letter of credit) to ensure the
payment of indemnification.

The Registrant specifically is authorized to enter into agreements with any
director, officer or employee, which agreements may grant rights in
furtherance of, different from, or in addition to but not in limitation of,
the rights to indemnification granted in the bylaws, without further
shareholder approval of the terms and conditions of, or the form of, such
agreements. Without limitation of the foregoing, in such agreements the
Registrant may agree (1) to maintain insurance against certain expenses and
liabilities and (2) to contribute to expenses and liabilities incurred in
accordance with the application of relevant equitable considerations to the
relative benefits to, and the relevant fault of, the Registrant.

The bylaws provide (1) that the rights granted therein are contract rights,
(2) that it will cover acts and omissions occurring on or after January 27,
1987, and (3) that the rights granted will continue as to a person who has
ceased to be a director, officer or employee, with respect to a proceeding
which results from acts or failures to act while such person was a director,
officer or employee.

Sections 1741-1750 and the bylaws 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.

<TABLE>
<CAPTION>
EXHIBIT
NO.
-------
<C> <S>
1 Form of Underwriting Agreement.*
4.1 Indenture, dated as of August 1, 1982.*
4.2 First Supplemental Indenture, dated as of April 1, 1986.*
4.3 Second Supplemental Indenture, dated as of October 1, 1989.*
4.4 Third Supplemental Indenture, dated as of November 1, 1995.*
4.5 Forms of Debt Securities (included in Exhibit 4.1).*
5 Opinion of James C. Diggs, Senior Vice President and General Counsel
of the Company.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Independent Auditors.
23.2 Consent of James C. Diggs, Senior Vice President and General Counsel
of the Company (included in Exhibit 5).
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939.*
</TABLE>
- -------

* Previously Filed

The Indenture included 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-2
<PAGE>

(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) Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and 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 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
27TH DAY OF FEBRUARY, 1998.

PPG INDUSTRIES, INC.
(Registrant)

/s/ W. H. Hernandez
By...................................
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 INDICATED AND ON THE 27TH DAY OF FEBRUARY, 1998:

Signature Capacity
------ ------

Director and Chairman | /s/ W. H. Hernandez
........................ of the |
RAYMOND W. LEBOEUF Board of Directors } By..................
(Chief Executive | W. H. Hernandez
Officer) | (Attorney-in-fact)

/s/ William H. Senior Vice President,
Hernandez Finance
........................ (Principal Financial
WILLIAM H. HERNANDEZ and
Accounting Officer)

Director |
........................ |
E. B. DAVIS, JR. |
|
Director |
........................ |
M. J. HOOPER |
|
Director |
........................ |
A. J. KROWE |
|
Director |
........................ |
N. C. LAUTENBACH |
|
Director |
........................ |
S. C. MASON |
|
Director |
|
........................ | /s/ W. H. Hernandez
} By...................................
H. A. MCINNES | W. H. Hernandez
| (Attorney-in-fact)
|
|
|
Director |
........................ |
R. MEHRABIAN |
|
Director |
........................ |
V. A. SARNI |
|
Director |
........................ |
T. J. USHER |
|
Director |
........................ |
D. G. VICE |
|
Director |
........................ |
D. R. WHITWAM |

II-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO.
-------
<C> <S>
1 Form of Underwriting Agreement.*
4.1 Indenture, dated as of August 1, 1982.*
4.2 First Supplemental Indenture, dated as of April 1, 1986.*
4.3 Second Supplemental Indenture, dated as of October 1, 1989.*
4.4 Third Supplemental Indenture, dated as of November 1, 1995.*
4.5 Forms of Debt Securities (included in Exhibit 4.1).*
5 Opinion of James C. Diggs, Senior Vice President and General Counsel
of the Company.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Independent Auditors.
23.3 Consent of James C. Diggs, Senior Vice President and General Counsel
of the Company (included in Exhibit 5).
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939.*
</TABLE>
- --------

* Previously Filed

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

James C. Diggs
Senior Vice President and General Counsel

February 27, 1998

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 Amendment No. 1 to
Registration Statement No. 333-44397 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/ James C. Diggs
James C. Diggs

JCD/dw

<PAGE>

Exhibit 12

PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
Computation of Ratio Of Earnings to Fixed Charges
(Dollars in Millions)

Year Ended December 31
---------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings before income taxes.................................. $531 $840 $1,247 $1,215 $ 1,149
Plus:
Fixed charges exclusive of capitalized interest............. 128 108 113 125 136
Amortization of capitalized interest........................ 11 11 12 13 13
Adjustments for equity affiliates........................... (1) (2) (4) (3) 0
----------------------------------------------------
Total............................................... $669 $957 $1,368 $1,350 $1,298
====================================================
Fixed Charges:
Interest expense including amortization of debt
discount/premium and debt expense........................... $108 $ 88 $ 91 $ 102 $ 113
Rentals -- portion representative of interest................. 20 20 22 22 23
----------------------------------------------------
Fixed charges exclusive of capitalized interest............... 128 108 113 124 136
Capitalized interest.......................................... 6 5 9 12 10
----------------------------------------------------
Total............................................... $134 $113 $ 122 $ 136 $ 146
====================================================

Ratio of earnings to fixed charges.............................. 5.0 8.4 11.3 9.9 8.9
====================================================
</TABLE>

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-44397 of PPG Industries, Inc. on Form S-3 of
our reports dated January 15, 1998, appearing in and incorporated by reference
in the Annual Report on Form 10-K of PPG Industries, Inc. for the year ended
December 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Pittsburgh, Pennsylvania

February 26, 1998

<PAGE>

PPG INDUSTRIES, INC.