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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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PRATT & LAMBERT UNITED, INC.
(Name of Subject Company)
SWACQ, INC.
THE SHERWIN-WILLIAMS COMPANY
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
739732 10 5
(Cusip Number of Class of Securities)
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LOUIS E. STELLATO, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE SHERWIN-WILLIAMS COMPANY
101 PROSPECT AVENUE, N.W.
CLEVELAND, OHIO 44115-1075
(216) 566-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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INDEX TO EXHIBITS LOCATED AT PAGE 4
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on November 9, 1995 (the
"Schedule 14D-1") by SWACQ, Inc. (the "Purchaser"), a New York corporation and a
wholly-owned subsidiary of The Sherwin-Williams Company, an Ohio corporation
("Sherwin-Williams"), relating to the tender offer of the Purchaser to purchase
all of the outstanding shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company, and the associated Common Stock Purchase Rights
(the "Rights," and together with the Common Stock, the "Shares") at a purchase
price of $35.00 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 9, 1995 and in the related Letter of Transmittal (which, together
with any supplements or amendments, collectively constitute the "Offer"). Unless
the context otherwise requires, capitalized terms used but not defined herein
have the meanings ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(c) At 11:59 p.m. on Friday, November 24, 1995, the waiting period under
the HSR Act applicable to the purchase of Shares pursuant to the Offer expired.
Accordingly, the condition to the Offer that any waiting periods under the HSR
Act shall have expired or terminated has been satisfied. On November 27, 1995,
Sherwin-Williams issued a press release announcing the expiration of the waiting
period under the HSR Act, a copy of which has been filed as Exhibit (a)(9) to
this Amendment No. 1 and is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(9) Text of press release issued by Sherwin-Williams on November 27, 1995.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 28, 1995
SWACQ, INC.
By: /s/ C.G. IVY
C.G. Ivy
Vice President
THE SHERWIN-WILLIAMS COMPANY
By: /s/ C.G. IVY
C.G. Ivy
Vice President -- Corporate Planning
and Development
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(9) Text of press release issued by Sherwin-Williams on November 27, 1995.
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Exhibit (a)(9)
THE SHERWIN-WILLIAMS COMPANY
Contact: Conway G. Ivy
Vice President, Corporate Planning and Development
216-566-2102
FOR IMMEDIATE RELEASE
CLEVELAND, Ohio, November 27, 1995 - The Sherwin-Williams Company (NYSE:SHW),
which on November 9, 1995 announced a tender offer at $35.00 per share for all
the common stock of Pratt & Lambert United, Inc., reported that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to
Sherwin-Williams' proposed acquisition of Pratt & Lambert United expired on
Friday, November 24, 1995.
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