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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. 2)
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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. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on November 9, 1995, as
amended by Amendment No. 1 filed with the Commission on November 27, 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.
(f) On December 6, 1995, Sherwin-Williams issued a press release relating
to the Offer, a copy of which has been filed as Exhibit (a)(10) to this
Amendment No. 2 and is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(10) Text of press release issued by Sherwin-Williams on December 6, 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: December 7, 1995
SWACQ, INC.
By: /s/ C.G. IVY
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C.G. Ivy
Vice President
THE SHERWIN-WILLIAMS COMPANY
By: /s/ C.G. IVY
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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)(10) Text of press release issued by Sherwin-Williams on December 6, 1995.
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4
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THE SHERWIN-WILLIAMS COMPANY
Contact: Conway G. Ivy
Vice President, Corporate Planning and Development
216-566-2102
FOR IMMEDIATE RELEASE
CLEVELAND, OHIO, December 6, 1995. The Sherwin-Williams Company (NYSE:SHW)
today announced that it will extend the expiration date of its outstanding
tender offer for all of the outstanding stock of Pratt & Lambert United, Inc.
(NYSE:PLU), for a minimum of ten business days to at least 12:00 p.m., New York
time, on December 22, 1995. The tender offer, which is being made pursuant to a
merger agreement between the two companies, previously was scheduled to expire
on December 8, 1995. Further information on the length of the extension will be
forthcoming in the next several days.
Sherwin-Williams also reported that as of the close of business December
5, 1995, approximately 1,183,357 shares of Pratt & Lambert stock had been
tendered pursuant to the tender offer, representing approximately 10.3% of the
outstanding shares. Pursuant to the Stock Option, Pledge and Security Agreement
previously entered into, Sherwin-Williams has the option to purchase an
aggregate of 4,563,651 shares (or approximately 40% of the total shares
outstanding).
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