<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
------------------------
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)
------------------------
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)
------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INDEX TO EXHIBITS LOCATED AT PAGE 4
<PAGE> 2
This Amendment No. 3 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 and
Amendment No. 2 filed with the Commission on December 7, 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 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
On December 8, 1995, the Company, the Purchaser and Sherwin-Williams
executed a waiver relating to the Merger Agreement in order to permit the
extension of the Offer reported in Item 10(f) below. A copy of the waiver has
been filed as Exhibit (c)(3) to this Amendment No. 3 and is incorporated herein
by reference in its entirety.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on Friday,
January 5, 1996. On December 8, 1995, Sherwin-Williams issued a press release
announcing such extension and reporting that as of the close of business
December 7, 1995 approximately 2,510,804 Shares had been tendered pursuant to
the Offer, representing approximately 22% of the outstanding Shares. A copy of
the press release has been filed as Exhibit (a)(11) to this Amendment No. 3 and
is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(11) Text of press release issued by Sherwin-Williams on December 8, 1995.
(c)(3) Waiver, dated December 8, 1995, executed by the Company, the Purchaser and
Sherwin-Williams.
</TABLE>
2
<PAGE> 3
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 8, 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
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------------------------
<C> <S>
(a)(11) Text of press release issued by Sherwin-Williams on December 8, 1995.
(c)(3) Waiver, dated December 8, 1995, executed by the Company, the Purchaser and
Sherwin-Williams.
</TABLE>
4
<PAGE> 1
THE SHERWIN-WILLIAMS COMPANY
Contact: Conway G. Ivy
Vice President, Corporate Planning and Development
216-566-2102
FOR IMMEDIATE RELEASE
CLEVELAND, OHIO, December 7, 1995 -- The Sherwin-Williams Company
(NYSE:SHW) today announced that it has extended the expiration date of its
outstanding tender offer for all of the outstanding stock of Pratt & Lambert
United, Inc. (NYSE:PLU) to 5:00 p.m., New York time, on January 5, 1996. 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. As a
result of the extension, all shares acquired through Sherwin-Williams' tender
offer will be purchased in 1996. Sherwin-Williams expects the tender offer to
be consummated in early January, 1996.
Sherwin-Williams also reported that as of the close of business December
7, 1995, approximately 2,510,804 shares of Pratt & Lambert stock had been
tendered pursuant to the tender offer, representing approximately 22% of the
outstanding shares. Pursuant to the Stock Option, Pledge and Security Agreement
previously entered into, certain of Pratt & Lambert United's shareholders have
committed to promptly tender an aggregate of 4,563,651 additional shares (or
approximately 40% of the total shares outstanding) to Sherwin-Williams not
later than January 3, 1996.
# # #
<PAGE> 1
WAIVER
WHEREAS, Pratt & Lambert United, Inc. ("P&L"), The Sherwin-Williams Company
("S-W") and SWACQ, Inc. ("Acquisition") have entered into an Agreement and Plan
of Merger dated as of November 4, 1995 (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement, Acquisition commenced a cash
tender offer (the "offer") for all of the issued and outstanding shares of
Common Stock of P&L (including the associated Common Stock Purchase Rights);
WHEREAS, the Offer currently is scheduled to expire at 12:00 Midnight, New
York City time, on December 8, 1995:
WHEREAS, Section 1.01(a) of the Merger Agreement permits S-W to cause the
Offer to be extended for one or more periods of not more than ten business days;
WHEREAS, S-W and Acquisition desire to extend the expiration date of the
Offer to 5:00 p.m., New York City time, on Friday, January 5, 1995 in a single
extension and not in a series of extensions of ten business days or less, and
P&L is willing to agree to such an extension; and
WHEREAS, pursuant to Section 10.04 of the Merger Agreement, P&L and S-W are
permitted to waive compliance with any of the agreements contained in the Merger
Agreement provided that such waiver is set forth in a written instrument signed
by the parties;
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree
to waive the relevant provisions of Section 1.01(a) of the Merger Agreement to
permit the extension of the Offer, pursuant to a single extension, to 5:00 p.m.,
New York City time, on Friday, January 5, 1995. Except as expressly provided in
this document, all of the provisions of the Merger Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties have each duly executed this Waiver on
December 8, 1995.
PRATT & LAMBERT UNITED, INC.
By:/s/ JAMES R. BOLDT
James R. Boldt
Corporate Vice-President, Finance
THE SHERWIN-WILLIAMS COMPANY
By:/s/ CONWAY G. IVY
Conway G. Ivy, Vice President
Corporate Planning and Development
SWACQ, INC.
By:/s/ CONWAY G. IVY
Conway G. Ivy
Vice President
