<PAGE>
As filed with the Securities and Exchange Commission on August 3, 1999.
Registration No. 333-83019
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Identification No.)
incorporation or organization)
One PPG Place William H. Hernandez
Pittsburgh, Pennsylvania 15272 Senior Vice President, Finance
(412) 434-3131 PPG Industries, Inc., One PPG Place
(Address, including zip code, and Pittsburgh, Pennsylvania 15272
telephone number, including (412) 434-3131
area code, of registrant's principal (Name, address, including zip code,
executive offices) 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
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
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 SEC, acting pursuant to
said Section 8(a), may determine.
The prospectus contained in this Registration Statement is a combined
prospectus as contemplated by Rule 429 under the Securities Act of 1933. The
prospectus will be used in connection with the offer and sale of up to an
aggregate of $500,000,000 in proceeds amount of the Registrant's debt
securities registered pursuant to the Registration Statement on Form S-3,
Registration No. 333-44397, and the offer and sale of up to an aggregate of
$800,000,000 in proceeds amount of the Registrant's debt securities being
registered pursuant to this Registration Statement. Accordingly, the
prospectus contained in this Registration Statement reflects that the
Registrant may offer up to an aggregate of $1,300,000,000 in proceeds amount
of debt securities by means of the prospectus.
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P R O S P E C T U S
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Subject to completion, dated August 3, 1999.
PPG Industries, Inc.
Debt Securities
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This prospectus contains summaries of the general terms of the debt
securities. We will provide the specific terms of the debt securities, and the
manner in which they are being offered, in supplements to this prospectus. You
should read this prospectus and the related supplement carefully before you
invest.
--------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer is not permitted.
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The date of this Prospectus is , 1999.
<PAGE>
You should rely only on the information contained in this prospectus, in any
accompanying prospectus supplement and in material we file with the SEC. We
have not authorized anyone to provide you with any different information. We
are offering to sell, and seeking offers to buy, the securities described in
the prospectus only where offers and sales are permitted. The information
contained in this prospectus, any prospectus supplement and our filings with
the SEC is accurate only as of its date, regardless of the time of delivery of
this prospectus and any prospectus supplement or the time of any sale of the
securities. In this prospectus, unless we specifically say otherwise, the terms
PPG, we, us and our refer to PPG Industries, Inc. and not to any of its
subsidiaries.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus...................................................... 2
Where You Can Find More Information........................................ 2
Forward-Looking Information................................................ 3
About PPG.................................................................. 4
Use of Proceeds............................................................ 4
Ratio of Earnings to Fixed Charges......................................... 4
Description of the Debt Securities......................................... 4
Form, Exchange, Registration And Transfer.................................. 11
Payment And Paying Agents.................................................. 12
Plan of Distribution....................................................... 12
Experts.................................................................... 13
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the SEC using a "shelf" registration process. Using this process, we may offer
the debt securities described in this prospectus in one or more offerings with
a total initial offering price of up to $1,300,000,000. This prospectus
provides you with a general description of the debt securities we may offer.
Each time we offer debt securities, we will provide a prospectus supplement.
The prospectus supplement will describe the specific terms of that offering.
The prospectus supplement may also add to, update or change the information
contained in this prospectus. Please carefully read this prospectus and the
prospectus supplement, in addition to the information contained in the
documents we file with the SEC, which are referred to under the next heading.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the
SEC. You may access and read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's
Internet site at www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC. You may also read and copy any document we file at the SEC's
public reference rooms located in Washington, D.C., New York, NY and Chicago,
IL. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our filings are also available at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, NY 10005.
As permitted by SEC rules, the registration statement contains exhibits and
other information that are not contained in this prospectus. Our descriptions
in this prospectus of the provisions of documents filed as exhibits to the
registration statement or otherwise filed with the SEC are only summaries of
the documents' material terms. If you want a complete description of the
content of the documents, you should obtain the documents yourself by following
the procedures described above.
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The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is an important part of this prospectus and should be read with the
same care. In addition, information we file with the SEC in the future will
automatically update and supersede information contained in this prospectus and
any accompanying prospectus supplement. We incorporate by reference the
documents listed below and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we sell all of the securities we are offering:
(1) PPG's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (which incorporates by reference portions of PPG's Proxy Statement
on Schedule 14A, filed March 8, 1999);
(2) PPG's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
(3) PPG's Current Report on Form 8-K for the event dated June 2, 1999; and
(4) PPG's Employee Savings Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1998.
You may request a free copy of these filings, other than exhibits, unless the
exhibits are specifically incorporated by reference into those documents, by
writing or telephoning us at the following address:
PPG Industries, Inc.
One PPG Place
Pittsburgh, PA 15272
Attention: Director of Investor Relations
(412) 434-3131
(800) 648-8160
FORWARD-LOOKING INFORMATION
This prospectus contains statements, some of which are incorporated by
reference from other documents that are not exclusively statements of
historical fact. These statements are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. You can
identify some forward-looking statements by the use of terms such as
"believes," "contemplates," "expects," "may," "will," "could," "should,"
"would," or "anticipates," other similar phrases, or the negatives of these
terms.
These statements, which are made on different dates, reflect our intentions,
plans, expectations and beliefs about future events as of their respective
dates. We base our forward-looking statements on current expectations,
estimates and projections about ourselves and the markets we serve. We caution
you that these statements are not guarantees of future performance and involve
risks and uncertainties. In addition, we have based many of these forward-
looking statements on assumptions about future events that may prove to be
inaccurate. Accordingly, actual outcomes and results may differ materially from
what we have expressed or forecasted in the forward-looking statements. Any
differences could result from a variety of factors, including the following:
. Fluctuations in domestic and international business cycles and in end
markets for our products such as aerospace, housing, transportation and
petrochemical processing;
. Competitive pressures, including the need for technology improvement,
successful new product development and introduction, continued cost
reductions, and any inability to pass increased costs of raw materials
to customers;
. Economic instability, currency fluctuation and other risks of doing
business outside of the U.S.;
. Our ongoing need to attract and retain highly qualified personnel and
key management;
. Our ability to successfully value and integrate acquisition candidates;
and
. Failure by us or our suppliers or customers to address successfully Year
2000 issues.
We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or other developments.
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ABOUT PPG
Our business is concentrated in three basic segments: glass, coatings and
chemicals. Our principal executive offices are located at One PPG Place,
Pittsburgh, Pennsylvania 15272.
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for our
general corporate purposes, which may include making additions to our working
capital, repaying indebtedness, financing acquisitions, and other purposes
described in an accompanying prospectus supplement. We will provide more
specific details regarding our use of the net proceeds in our prospectus
supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for PPG
for the periods indicated.
<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended
------------------------ June 30,
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.......... 8.4 11.3 9.9 8.9 9.6 7.7
</TABLE>
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For the purpose of this ratio, "earnings" consist of consolidated pre-tax
earnings, plus fixed charges exclusive of capitalized interest and less
undistributed income of unconsolidated affiliates that we account for on the
equity basis. Pre-tax earnings for the periods indicated were affected by
charges from business divestitures and realignments as follows (in millions):
$85, $102 and $31, for the years ended December 31, 1994, 1997 and 1998,
respectively. There were no charges from business divestitures and realignments
for the years ended December 31, 1995 and 1996. Pre-tax charges for business
divestitures and realignments for the six months ended June 30, 1999 were $24
million. "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
This section summarizes general terms of the debt securities that are common
to all series of our debt securities and summarizes the covenants we have made
with respect to our debt securities. Most of the financial terms and other
specific terms of your debt securities are described in our prospectus
supplement attached to this prospectus. Those terms may vary from the terms
described herein. Our prospectus supplement may also describe special federal
income tax consequences of the debt securities.
As required by federal law for all notes and debentures that are publically
offered, the debt securities offered under this prospectus are governed by a
document called an "indenture." The indenture is a contract between PPG and The
Harris Trust and Savings Bank, as trustee, dated August 1, 1982 and
supplemented from time to time. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default. There are some
limitations on the extent to which the trustee acts on your behalf, described
on page 7 under "Remedies If an Event of Default Occurs." Second, the trustee
performs administrative duties for us.
The indenture contains the full text of the matters described in this
section. The indenture and the debt securities are governed by New York law. A
copy of the indenture has been filed with the SEC and is an exhibit to the
registration statement. See "Where You Can Find More Information" on page 2 for
information on how to obtain a copy of the indenture. The summary that follows
includes references to section numbers of the indenture so that you can more
easily locate these provisions.
Because this section is a summary, it does not describe every aspect of the
debt securities. This summary is subject to and qualified in its entirety by
reference to all the provisions of the indenture, including definitions
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<PAGE>
used in the indenture. For example, in this section we use capitalized words to
signify defined terms that have been given special meaning in the indenture. We
describe the meaning of these terms in detail in the indenture. In the
prospectus and prospectus supplement, we summarize the meaning for only the
more important terms. This summary also is subject to and qualified by
reference to the description of the particular terms of your debt securities in
the prospectus supplement.
General
. We may offer the debt securities from time to time in as many distinct
series as we may choose. All debt securities will be direct, unsecured
obligations of ours. The debt securities will have the same rank as all of
our other unsecured and unsubordinated debt. The indenture does not limit
the amount of debt that we may issue under the indenture, nor does the
indenture limit the amount of other unsecured debt or securities that we or
our subsidiaries may issue.
. Our sources of payment for the debt securities are revenues from our
operations and investments, and cash distributions from our subsidiaries.
Our subsidiaries are separate and distinct legal entities and have no
obligation whatsoever to pay any amounts due on the debt securities or to
make funds available to us. Our subsidiaries' ability to pay dividends or
make other payments or advances to us will depend upon their operating
results and will be subject to applicable laws and contractual restrictions.
The indenture does not restrict our subsidiaries from entering into
agreements that prohibit or limit their ability to pay dividends or make
other payments or advances to us.
. To the extent that we must rely on cash from our subsidiaries to pay amounts
due on the debt securities, the debt securities will be effectively
subordinated to all our subsidiaries' liabilities, including their trade
payables. This means that our subsidiaries may be required to pay all their
creditors in full before their assets are available to us. Even if we are
recognized as a creditor of our subsidiaries, our claims would be
effectively subordinated to any security interests in their assets and also
could be subordinated to some or all other claims on their assets and
earnings.
. Other than the restrictions on liens and sale/leaseback transactions
applicable to the debt securities described below, the indenture and the
debt securities do not contain any covenants or other provisions designed to
protect holders of the debt securities if we participate in a highly
leveraged transaction. The indenture and the debt securities also do not
contain provisions that give holders of the debt securities the right to
require us to repurchase their debt securities if our credit ratings decline
due to a takeover, recapitalization or similar restructuring or otherwise.
You should look in the prospectus supplement for the following terms of the
debt securities being offered:
. The title of the debt securities;
. The total principal amount of such debt securities;
. The price at which such debt securities will be issued;
. The date or dates on which such debt securities will mature and the
right, if any, to extend such date or dates;
. The annual rate or rates, if any, at which such debt securities will
bear interest;
. The date or dates from which the interest will accrue, the interest
payment dates on which the interest will be payable or the manner of
determination of the interest payment dates and the record dates for the
determination of holders to whom interest is payable;
. Any redemption, repayment or sinking fund provision;
. The form of debt securities, including whether we will issue the debt
securities in individual certificates to each holder or in the form of
temporary or permanent global securities held by a depositary on behalf
of holders;
. If the amount of payments of principal of, premium, if any, or interest
on the debt securities may be determined by reference to an index, the
manner in which that amount will be determined;
. Any additional restrictive covenants included for the benefit of holders
of the debt securities;
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. Any additional events of default with respect to the debt securities;
and
. Any other terms of the debt securities that will not conflict with the
applicable indenture, including any changes or additions to the events
of default or covenants described in this prospectus, and any terms
which may be required by or advisable under applicable laws or
regulations. (Sections 201, 301, 305 and 1002)
Debt securities bearing no interest or interest at a rate that is below the
prevailing market rate may be sold at a discount below their stated principal
amount. Special federal income tax and other special considerations applicable
to any discounted debt securities, or to debt securities issued at face value
which are treated as having been issued at a discount for federal income tax
purposes, will be described in the applicable prospectus supplement.
Restrictive Covenants
We have agreed to three principal restrictions on our activities for the
benefit only of holders of the debt securities. The restrictive covenants
summarized below will apply to each series of debt securities as long as any of
those debt securities are outstanding, unless waived, amended or the prospectus
supplement states otherwise.
Restrictions on Liens. Some of our property may be subject to a mortgage or
other legal mechanism that gives some of our lenders preferential rights in
that property over other general creditors, including the direct holders of the
senior debt securities, if we fail to pay them back. We agree in the indenture
for the debt securities that, with certain exceptions described below, we will
not, and we will not permit any of our Restricted Subsidiaries to, become
obligated on any new debt that is secured by a lien on any of our or our
Restricted Subsidiaries' property, unless we or our Restricted Subsidiary grant
an equal or higher-ranking lien on the same property to the direct holders of
the debt securities and to the holders of any of our other debt that ranks
equally with the debt securities. (Section 1004)
The term "Restricted Subsidiary" means any subsidiary of PPG other than
foreign subsidiaries, subsidiaries in the territories or possessions of the
United States, or leasing, real estate investment or financing subsidiaries,
unless PPG's board of directors designates one of these types of subsidiaries
as a Restricted Subsidiary.
We do not need to comply with this restriction if the amount of all of our
debt that would be secured by liens on our property and the aggregate value of
sale and leaseback transactions involving our property, is not more than 5% of
the "shareholders' interest," meaning the aggregate of capital and surplus,
less treasury stock of PPG and its Restricted Subsidiaries at the end of our
latest fiscal year.
When we calculate the limits imposed by this restriction, we can disregard the
following types of liens:
. Liens on the property of any of our subsidiaries, if those liens existed
at the time the corporation becomes our subsidiary;
. Liens on property that existed at the time we acquired the property,
including property we may acquire through a merger or similar
transaction, or that we grant in order to purchase the property
(sometimes called "purchase money mortgages");
. Liens on property to finance the cost of exploration, development or
improvement of that property;
. Intercompany liens in favor of us or our wholly-owned subsidiaries;
. Liens in favor of federal or state governmental bodies or any other
country or political subdivision of another country, that we may grant
in order to assure our payments to such bodies that we owe by law or
because of a contract we entered into;
. Liens that extend, renew or replace any of the liens described above;
and
. Liens that arise in the ordinary course of business and that relate to
amounts that are not yet due or that we are contesting in good faith.
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We are permitted to have as much unsecured debt as we may choose.
Restrictions on Sales and Leasebacks. We agree that we will not and will not
permit our Restricted Subsidiaries to enter into any sale and leaseback
transaction involving our property or the property of our Restricted
Subsidiaries, unless we comply with this restrictive covenant. A "sale and
leaseback transaction" generally is an arrangement between an operating company
and a bank, insurance company or other lender or investor where the operating
company leases a property which was or will be sold by the operating company to
that lender or investor, other than a lease for a period of three years or
less. (Section 1005)
We can comply with this restrictive covenant in one of two ways:
. If, at the time of the transaction, we could grant a lien on the
property to be leased in an amount equal to the value of the sale and
leaseback transaction without being required to grant an equal or
higher-ranking lien to the direct holders of the debt securities as
described under "Restrictions on Liens" on page 6; or
. If the proceeds of the sale of the property are at least equal to its
fair market value and we apply an amount equal to the proceeds either to
purchase property or to retire debt securities, or any other debt that
has a maturity of more than one year.
Restriction on Asset Transfers. Neither PPG nor its Restricted Subsidiaries
may transfer any assets constituting a major manufacturing or research
property, plant or facility to any unrestricted subsidiary of PPG. (Section
1005)
Events of Default
You will have special rights if an Event of Default occurs and is not cured,
as described later in this subsection. (Section 501) The term "Event of
Default" means any of the following:
. We do not pay interest on a debt security within 30 days of its due
date;
. We do not pay the principal of or premium on a debt security on its due
date;
. We do not pay any sinking fund installment on its due date;
. We remain in breach of any other term of the indenture for 60 days after
we receive a notice of default stating we are in breach;
. We have more than $10,000,000 in principal amount of our debt that
becomes accelerated as a result of a default and the default is not
cured within 10 days after we receive written notice;
. We file for bankruptcy or certain other events in bankruptcy, insolvency
or reorganization occur; or
. Any other Event of Default described in the prospectus supplement
occurs.
Remedies If an Event of Default Occurs. If an Event of Default has occurred
and continues, the trustee or the holders of 25% in principal amount of the
debt securities of the affected series may declare the entire principal amount
of all the debt securities of the affected series to be due and immediately
payable. This is called a "declaration of acceleration of maturity." Under some
circumstances, a declaration of acceleration of maturity may be canceled by the
holders of at least a majority in principal amount of the debt securities of
that series. (Section 502)
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indentures at the request
of any holders unless the holders offer the trustee reasonable protection from
expenses and liability. (Section 601)
If reasonable protection from expenses and liabilities is provided, the
holders of a majority in principal amount of the outstanding debt securities of
the relevant series may direct the time, method and place of conducting any
lawsuit or other formal legal action seeking any remedy available to the
trustee. The trustee may refuse to follow those directions in some
circumstances. (Section 512)
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"Street Name" and other indirect holders who are described on page 9 should
consult their banks or brokers for information on how to give notice or
direction to or make a request of the trustee and to make or cancel a
declaration of acceleration.
We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default. (Section
1009)
Mergers and Similar Events
We are generally permitted to consolidate or merge with another company. We
are also permitted to sell substantially all of our assets. However, we may not
take any of these actions unless the following conditions are met (Section
801):
. If we merge out of existence or sell our assets, the other company must
be a corporation organized under the laws of a state or the District of
Columbia or under federal law and it must agree to be legally
responsible for the debt securities; and
. The merger, sale of assets or other transaction must not cause a default
on the debt securities. For purposes of this no default test, a default
would include an Event of Default that has occurred and not been cured,
and would also include any event that would be an Event of Default if
the requirements for giving us default notice or our default having to
exist for a specific period of time were disregarded.
Defeasance
The following discussion of full defeasance and covenant defeasance will be
applicable to a series of debt securities only if we choose to have them apply
to that series. If we do so choose, we will state that in the prospectus
supplement. (Section 1301)
Full Defeasance. If there is a change in federal tax law, as described below,
we can legally release ourselves from any payment or other obligations on the
debt securities (called "full defeasance") if we put in place the following
other arrangements for you to be repaid:
. We must deposit in trust for the benefit of all direct holders of the
debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on
their various due dates.
. There must be a change in current federal tax law or an IRS ruling that
lets us make the above deposit without causing you to be taxed on the
debt securities any differently than if we did not make the deposit and
just repaid the debt securities ourselves. (Under current federal tax
law, the deposit and our legal release from the debt securities would be
treated as though we took back the debt securities and gave you your
share of the cash and notes or bonds deposited in trust. In that event,
you could recognize gain or loss on the debt securities you give back to
us.)
. We must deliver to the trustee a legal opinion of our counsel confirming
the tax law change described above. (Sections 1302 and 1304)
. If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the debt
securities. You could not look to us for repayment in the unlikely event
of any shortfall. Conversely, the trust deposit would most likely be
protected from claims of our lenders and other creditors if we ever
become bankrupt or insolvent.
Covenant Defeasance. Under current federal tax law, we can make the same type
of deposit described above and be released from some of the restrictive
covenants in the debt securities. This is called "covenant defeasance". In that
event, you would lose the protection of those restrictive covenants but would
gain the
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protection of having money and securities set aside in trust to repay the debt
securities. In order to achieve covenant defeasance, we must do the following:
. We must deposit in trust for the benefit of all direct holders of the
debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on
their various due dates.
. We must deliver to the trustee a legal opinion of our counsel confirming
that under current federal income tax law we may make the above deposit
without causing you to be taxed on the debt securities any differently
than if we did not make the deposit and just repaid the debt securities
ourselves.
If we accomplish covenant defeasance, the following provisions of the
indenture and the debt securities, among other, would no longer apply:
. Our obligations described under the caption "Restrictive Covenants" of
debt securities and described in the prospectus supplement; and
. The Events of Default relating to breach of covenants and acceleration
of the maturity of other debt, described on page 7 under "Event of
Default".
If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if there were a shortfall in the trust deposit. In fact,
if one of the remaining Events of Default occurred (such as our bankruptcy) and
the debt securities become immediately due and payable, there may be such a
shortfall. Depending on the event causing the default, you may not be able to
obtain payment of the shortfall. (Sections 1303 and 1304)
Modification and Waiver
There are three types of changes we can make to the indenture and the debt
securities.
Changes Requiring Approval of All Holders. First, there are changes that
cannot be made to your debt securities without the approval of every holder
affected by the proposed change. A list of those types of changes follows:
. Change the due date of the principal or interest on a debt security;
. Reduce any amounts due on a debt security;
. Change the currency or place of payment on a debt security;
. Impair your right to sue for payment;
. Reduce the percentage of holders of debt securities whose consent is
needed to modify or amend the indenture; and
. Reduce the percentage of holders of debt securities whose consent is
needed to waive compliance with some provisions of the indentures or to
waive some defaults. (Section 902)
Changes Requiring Approval of Less Than All Holders. The second type of
change to the indentures and the debt securities is the kind that requires the
approval of less than all holders of the affected series. This category
includes changes that require approval of holders owning either 66 2/3% or, in
some cases, a majority of the outstanding principal amount of the affected
series.
Most changes to the indenture and debt securities cannot be made without a 66
2/3% vote. The same 66 2/3% vote is required to waive compliance with all or
part of the restrictive covenants described beginning on page 6. (Section 1010)
9
<PAGE>
A majority vote is required to waive any default under the indenture, other
than a default that results from the breach of a covenant or other provision
that cannot be amended without the consent of all the holders of the affected
series. (Section 513)
Changes Not Requiring Approval of Holders. The third type of change does not
require any vote by holders of debt securities. This type of change is limited
to clarifications and other changes that would not adversely affect holders of
the debt securities.
With respect to any vote of holders of debt securities, we will generally be
entitled to set any day as a record date for the purpose of determining the
holders of outstanding debt securities that are entitled to vote or take other
action under the indenture.
"Street Name" and other indirect holders should consult their banks or
brokers for information on how approval may be granted or denied if we seek to
change the indenture or the debt securities or request a waiver.
"Street Name" and Other Indirect Holders
Investors who hold securities in accounts at banks or brokers will generally
not be recognized by us as legal holders of debt securities. This is called
holding in "Street Name." Instead, we would recognize only the bank or broker,
or the financial institution that the bank or broker uses to hold its
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities,
either because they agree to do so in their customer agreements or because they
are legally required to. If you hold debt securities in "Street Name," you
should check with your own institution to find out:
. How it handles payments and notices;
. Whether it imposes fees or charges;
. How it would handle voting if applicable;
. Whether and how you can instruct it to send you debt securities
registered in your own name so you can be a direct holder as described
below; and
. If applicable, how it would pursue rights under the debt securities if
there were a default or other event triggering the need for holders to
act to protect their interests.
Direct Holders
Our obligations, as well as the obligations of the trustees under the
indenture and those of any third parties employed by us or the trustees, run
only to persons who are registered as holders of debt securities. As noted
above, we do not have obligations to you if you hold in "Street Name" or other
indirect means, either because you choose to hold debt securities in that
manner or because the debt securities are issued in the form of global
securities as described below. For example, once we make payment to the
registered holder, we have no further responsibility for the payment even if
that holder is legally required to pass the payment along to you as a "Street
Name" customer but does not do so.
Global Securities
What is a Global Security? A global security is a special type of indirectly
held debt security as described above under " "Street Name' and Other Indirect
Holders." If we choose to issue debt securities in the form of global
securities, the ultimate beneficial owners can only hold the debt securities in
"Street Name". We do this by requiring that the global security be registered
in the name of a financial institution we select and by requiring that the debt
securities included in the global security not be transferred to the name of
any other direct holder unless the special circumstances described below occur.
The financial institution that acts as the sole direct holder of the global
security is called the "depositary." Any person wishing to own a debt security
must do so indirectly by virtue of an account with a broker, bank or other
financial institution that in turn has
10
<PAGE>
an account with the depositary. The prospectus supplement indicates whether
your series of debt securities will be issued only in the form of global
securities and, if so, describes the specific terms of the arrangement with the
depositary.
Special Investor Considerations for Global Securities. As an indirect holder,
an investor's rights relating to a global security will be governed by the
account rules of the investor's financial institution and of the depositary, as
well as general laws relating to securities transfers. We do not recognize this
type of investor as a holder of debt securities and instead deal only with the
depositary that holds the global security.
An investor should be aware that if debt securities are issued only in the form
of global securities:
. The investor cannot get debt securities registered in his or her own
name;
. The investor cannot receive physical certificates for his or her
interest in the debt securities;
. The investor will be a "Street Name" holder and must look to his or her
own bank or broker for payments on the debt securities and protection of
his or her legal rights relating to the debt securities, as described
under " "Street Name' and Other Indirect Holders" on page 9;
. The investor may not be able to sell interests in the debt securities to
some insurance companies and other institutions that are required by law
to own their securities in the form of physical certificates; and
. The depositary's policies will govern payments, transfers, exchange and
other matters relating to the investor's interest in the global
security. We and the trustee have no responsibility for any aspect of
the depositary's actions or for its records of ownership interests in
the global security. We and the trustee also do not supervise the
depositary in any way.
Special Situations When The Global Security Will be Terminated. In a few
special situations, the global security will terminate and interests in it will
be exchanged for physical certificates representing debt securities. After that
exchange, the choice of whether to hold debt securities directly or in "Street
Name" will be up to the investor. Investors must consult their own bank or
brokers to find out how to have their interests in debt securities transferred
to their own name, so that they will be direct holders. The rights of "Street
Name" investors and direct holders in the debt securities have been previously
described in subsections entitled " "Street Name' and Other Indirect Holders"
and "Direct Holders" on pages 9 and 10.
The special situations for termination of a global security are:
. When the depositary notifies us that it is unwilling, unable or no
longer qualified to continue as depositary and we do not appoint a
successor depositary;
. When an Event of Default on the debt securities has occurred and has not
been cured; and
. At any time if we decide to terminate a global security.
The prospectus supplement may also list additional situations for terminating
a global security that would apply only to the particular series of debt
securities covered by the prospectus supplement. When a global security
terminates, only the depositary is responsible for deciding the names of the
institutions that will be the initial direct holders.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
We will issue the debt securities in registered form, without interest
coupons, and, unless we inform you otherwise in the prospectus supplement, only
in denominations of $1,000 and multiples of $1,000. We will not charge a
service charge for any registration of transfer or exchange of the debt
securities. We may, however, require the payment of any tax or other
governmental charge payable for that registration.
Debt securities of any series will be exchangeable for other debt securities
of the same series, the same total principal amount and the same terms but in
different authorized denominations in accordance with the
11
<PAGE>
indenture. Holders may present debt securities for registration of transfer at
the office of the security registrar or any transfer agent we designate. The
security registrar or transfer agent will effect the transfer or exchange when
it is satisfied with the documents of title and identity of the person making
the request.
We have appointed the trustee under the indenture as security registrar for
the debt securities issued under the indenture. If the prospectus supplement
refers to any transfer agents initially designated by us, we may at any time
rescind that designation or approve a change in the location through which any
transfer agent acts. We are required to maintain an office or agency for
transfers and exchanges in each place of payment. We may at any time designate
additional transfer agents for any series of debt securities.
In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any
debt security during a period beginning 15 business days prior to the mailing
of the relevant notice of redemption and ending on the close of business on the
day of mailing of the notice, except the unredeemed portion of any debt
security being redeemed in part.
PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in the prospectus supplement:
. Payments on the debt securities will be made in U.S. dollars by check
mailed to the holder's registered address or, with respect to global
securities, by wire transfer;
. We will make interest payments to the person in whose name the debt
security is registered at the close of business on the record date for
the interest payment; and
. The trustee under the indenture will be designated as our paying agent
for payments on debt securities issued under the indenture. We may at
any time designate additional paying agents or rescind the designation
of any paying agent or approve a change in the office through which any
paying agent acts.
Subject to the requirements of any applicable abandoned property laws, the
trustee and paying agent will pay to us upon written request any money held by
them for payments on the debt securities that remain unclaimed for two years
after the date when the payment was due. After payment to us, holders entitled
to the money must look to us for payment. In that case, all liability of the
trustee or paying agent with respect to that money will cease.
PLAN OF DISTRIBUTION
We may sell the debt securities (a) through underwriters or dealers, (b)
directly to purchasers or (c) through agents. The prospectus supplement will
include the following information, if applicable:
. The terms of the offering;
. The names of any underwriters or dealers;
. The names of any agents;
. The purchase price of the debt securities from us;
. The net proceeds to us from the sale of the debt securities;
. Any delayed delivery contracts;
. Any underwriting discounts and other items constituting underwriters'
compensation;
. The initial public offering price; and
. Any discounts or concessions allowed or reallowed or paid to dealers.
12
<PAGE>
Sale Through Underwriters or Dealers
If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account. The underwriters may resell the debt
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer debt securities to the public
either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the prospectus supplement, the underwriters will be
obligated to purchase all the offered debt securities if they purchase any of
them. The underwriters may change from time to time any initial public offering
price and any discounts or concessions allowed, reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the debt securities in the open market. These transactions
may include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the offered debt securities
sold for their account may be reclaimed by the syndicate if such offered debt
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered debt securities, and may cause the open market
price to be higher than the price that might otherwise prevail. If commenced,
these activities may be discontinued at any time.
If we use dealers in the sale of debt securities, we will sell the debt
securities to them as principals. They may then resell those debt securities to
the public at varying prices determined by the dealers at the time of resale.
We will include in the prospectus supplement the names of the dealers and the
terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the debt securities directly. In this case, no underwriters or
agents would be involved. We may also sell the debt securities through agents
we designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered debt securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from institutions to purchase debt
securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a
specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement
will describe the commission payable for solicitation of these contracts.
Indemnification
We may have agreements with the agents, dealers or underwriters to indemnify
them against certain civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make.
EXPERTS
The consolidated financial statements and the related financial statement
schedule as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998 incorporated in this prospectus by reference
from PPG's Annual Report on Form 10-K for the year ended December 31, 1998,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are also incorporated in this prospectus by reference, and
have been incorporated in reliance upon the reports of Deloitte & Touche LLP
given upon their authority as experts in accounting and auditing.
13
<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.............................. $222,400
Accounting Fees and Expenses....................................... $ 13,000
Trustee's Fees and Expenses........................................ $ 8,000
Blue Sky Fees and Expenses......................................... $ 0
Printing and Engraving Costs....................................... $ 20,000
Rating Agency Fees................................................. $ 0
Miscellaneous...................................................... $ 0
--------
Total............................................................ $263,400
========
</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 is specifically 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 to the extent permitted by Pennsylvania law. 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 (incorporated by reference to Exhibit 1
to PPG's Registration Statement on Form S-3 (No. 333-44397) dated
January 16, 1998 (the "1998 Form S-3")).
4.1 Indenture, dated as of August 1, 1982 (incorporated by reference to
Exhibit 4.1 to the 1998 Form S-3).
4.2 First Supplemental Indenture, dated as of April 1, 1986 (incorporated
by reference to Exhibit 4.2 to the 1998 Form S-3).
4.3 Second Supplemental Indenture, dated as of October 1, 1989
(incorporated by reference to Exhibit 4.3 to the 1998 Form S-3).
4.4 Third Supplemental Indenture, dated as of November 1, 1995
(incorporated by reference to Exhibit 4.4 to the 1998 Form S-3).
4.5 Forms of Debt Securities (included in Exhibit 4.1).
5 Opinion of James C. Diggs, Senior Vice President and General Counsel
of PPG (incorporated by reference to Exhibit 5 to PPG's Registration
Statement on Form S-3 (No. 333-83019) dated
July 16, 1999 (the "1999 Form S-3")).
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the 1999 Form S-3).
23.1 Consent of Independent Auditors (filed herewith).
23.2 Consent of James C. Diggs, Senior Vice President and General Counsel
of PPG (included in Exhibit 5).
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939 (incorporated by reference to Exhibit 25 to the
1998 Form S-3).
</TABLE>
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
II-2
<PAGE>
report filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference);
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement (unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference).
Notwithstanding the foregoing, any increase or decrease in the 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 end of the estimated maximum offering range may be reflected
in the form of a 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% 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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 3rd day of August, 1999.
PPG INDUSTRIES, INC.
(Registrant)
/s/ William H. Hernandez
By....................................
William H. Hernandez
Senior Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated and on the 3rd day of August, 1999:
Signature Capacity
------ ------
* Director and Chairman
....................... of the
Raymond W. LeBoeuf Board of Directors
(Chief Executive
Officer)
/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
/s/ William H. Hernandez
*By...................................
* Director William H. Hernandez
........................ (Attorney-in-fact)
S. C. Mason
* Director
........................
R. Mehrabian
* 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 (incorporated by reference to Exhibit 1
to the 1998 Form S-3).
4.1 Indenture, dated as of August 1, 1982 (incorporated by reference to
Exhibit 4.1 to the 1998 Form S-3).
4.2 First Supplemental Indenture, dated as of April 1, 1986 (incorporated
by reference to Exhibit 4.2 to the 1998 Form S-3).
4.3 Second Supplemental Indenture, dated as of October 1, 1989
(incorporated by reference to Exhibit 4.3 to the 1998 Form S-3).
4.4 Third Supplemental Indenture, dated as of November 1, 1995
(incorporated by reference to Exhibit 4.4 to the 1998 Form S-3).
4.5 Forms of Debt Securities (included in Exhibit 4.1).
5 Opinion of James C. Diggs, Senior Vice President and General Counsel
of PPG (incorporated by reference to Exhibit 5 to the 1999 Form S-3).
12 Computation of Ratio of Earnings to Fixed Charges (incorporation by
reference to Exhibit 12 to the 1999 Form S-3).
23.1 Consent of Independent Auditors (filed herewith).
23.2 Consent of James C. Diggs, Senior Vice President and General Counsel
of PPG (included in Exhibit 5).
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939 (incorporated by reference to Exhibit 25 to the
1998 Form S-3).
</TABLE>
II-5
<PAGE>
Exhibit No. 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Amendement No. 1 to
Registration Statement No. 333-83019 of PPG Industries, Inc. on Form S-3 of our
reports dated January 21, 1999, appearing in and incorporated by reference in
the Annual Report on Form 10-K of PPG Industries, Inc. for the year ended
December 31, 1998 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/Deloitte & Touche LLP
Pittsburgh, Pennsylvania
August 3, 1999
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, ERROLL B. DAVIS, JR., a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Erroll B. Davis, Jr.
------------------------
ERROLL B. DAVIS, JR.
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, MICHELE J. HOOPER, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Michele J. Hooper
---------------------
MICHELE J. HOOPER
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, ALLEN J. KROWE, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Allen J. Krowe
------------------
ALLEN J. KROWE
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, STEVEN C. MASON, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Steven C. Mason
-------------------
STEVEN C. MASON
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, ROBERT MEHRABIAN, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Robert Mehrabian
--------------------
ROBERT MEHRABIAN
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, THOMAS J. USHER, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Thomas J. Usher
-------------------
THOMAS J. USHER
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, DAVID G. VICE, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ David G. Vice
-----------------
DAVID G. VICE
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, DAVID R. WHITWAM, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ David R. Whitwam
--------------------
DAVID R. WHITWAM
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, RAYMOND W. LEBOEUF, Chairman of the Board of PPG Industries, Inc.
(the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint
W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or any one or more of
them, my true and lawful attorneys or attorneys-in-fact, with full power of
substitution and revocation, to sign, in my name and on my behalf as a Director
of the Corporation, a Registration Statement on Form S-3 to be filed by the
Corporation with the Securities and Exchange Commission, and any and all
amendments thereto, including post-effective amendments, for the purpose of
effecting the registration or deregistration, or maintaining the effectiveness
of the registration, under the Securities Act of 1933, as amended, of
$800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Raymond W. LeBoeuf
----------------------
RAYMOND W. LEBOEUF
<PAGE>
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
-----------------
I, NED C. LAUTENBACH, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Raymond W. LeBoeuf, W. H. Hernandez, James C. Diggs and Michael C. Hanzel, or
any one or more of them my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my behalf
as a Director of the Corporation, a Registration Statement on Form S-3 to be
filed by the Corporation with the Securities and Exchange Commission, and any
and all amendments thereto, including post-effective amendments, for the
purpose of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as amended,
of $800,000,000 of Debt Securities of the Corporation.
WITNESS my hand this 15th day of July, 1999.
/s/ Ned C. Lautenbach
---------------------
NED C. LAUTENBACH
