OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PRATT & LAMBERT UNITED, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
739-732-105
(CUSIP Number)
Paul N. Edwards, Esq., Phillips, Lytle, Hitchcock, Blaine & Huber,
3400 Marine Midland Center, Buffalo, N.Y. 14203 (716) 847-7020
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 9, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ X ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 739-732-105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raymond D. Stevens, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739-732-105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph J. Castiglia
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 24,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739-732-105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Boldt
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement relates to 1,018,772 shares, or
approximately 8.9%, of the outstanding Common Stock, $.01 par
value, (the "Common Stock") of Pratt & Lambert United, Inc.,
75 Tonawanda Street, Buffalo, New York 14207 (the "Company"),
formerly beneficially owned by three shareholders of the Company
who are subject to a Shareholder Agreement dated February 25,
1995, by and among certain former shareholders of United
Coatings, Inc., the Company predecessor, Pratt & Lambert, Inc.
("Pratt & Lambert") and such shareholders (the "Agreement").
This Statement also relates to 4,563,651 shares, or
approximately 40%, of the Common Stock of the Company formerly
subject to a certain Stock Option, Pledge and Security Agreement
(the "Stock Option Agreement"), to which Mr. Stevens is a party.
The names of the Company's principal executive
officers, each of whose address is c/o Pratt & Lambert
United, Inc., 75 Tonawanda Street, Buffalo, New York 14207, are
as follows:
R.D. Stevens, Jr. R.L. Clark
Chairman of the Board Executive Vice President
J.J. Castiglia J.R. Boldt
President, Chief Executive Vice President and Secretary
Officer and Vice
Chairman of the Board D.W. Smith
Vice President
J.F. Knapp
President and Chief W.F. Bensman
Executive Officer of Vice President
United Coatings, Inc. and
Vice Chairman of the Board J.M. Culligan
Treasurer
Austin E. Floyd
President, Southern Coatings, Inc.
Ewald H. Hoerster
President, Industrial Coatings Division
Item 2. Identity and Background.
This Statement is filed by each of three Pratt &
Lambert shareholders who are subject to the Agreement, c/o
Pratt & Lambert United, Inc., 75 Tonawanda Street, Buffalo,
New York 14207. Such Pratt & Lambert shareholders are Raymond D.
Stevens, Jr., Joseph J. Castiglia and James R. Boldt (together,
the "Parties" and each individually, a "Party"). Each Party is a
United States citizen.
For each Party, the address and present principal
occupation is set forth below. Their business address is
c/o Pratt & Lambert United, Inc., 75 Tonawanda Street, Buffalo,
New York 14207.
<PAGE>
Name Address Occupation
Raymond D. Stevens, Jr. 81 Hallam Road Chairman of the Board
Buffalo, NY 14216
Joseph J. Castiglia 1749 Reading Road President, Chief
West Falls, NY 14170 Executive Officer and
Director
James R. Boldt 142 Audubon Drive Vice President and
Snyder, NY 14226 Secretary
During the last five years, none of the Parties has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil
proceeding as a result of which he or she is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities law, or finding any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were required to be paid by the Parties, and
no additional shares of Common Stock of the Company were acquired
by the Parties in connection with the Merger discussed in Item 4
below. Future acquisitions of Common Stock, if any, may be made
with personal funds of the parties, through employee benefit
plans of the Company, or otherwise.
Item 4. Purpose of Transaction.
The Agreement was entered into in connection with the
merger of United Coatings, Inc. ("United") into Pratt & Lambert
(the "Merger"). In the Merger, United shareholders received cash
and Common Stock, and most United shareholders executed a
Shareholder Agreement with several Pratt & Lambert shareholders.
As a result of the Merger, United Coatings was merged into
Pratt & Lambert, and a new wholly owned subsidiary of the Company
named United Coatings, Inc. was established, to which the assets
and business of United Coatings was transferred.
Except as summarized in Item 6 and as noted below, none
of the Parties have any present plans or proposals which relate
to or would result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change
<PAGE>
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
On November 4, 1995, The Sherwin-Williams Company
("Sherwin-Williams") and SWACQ, Inc., its wholly owned
subsidiary, entered into the Stock Option Agreement with certain
shareholders of the Company, including Mr. Stevens, his wife, his
adult son and certain related trusts for the benefit of family
members. The Stock Option Agreement covers 4,563,651 shares (the
"Option Shares") collectively owned by the parties thereto
(representing approximately 40% of the outstanding shares
calculated on a fully diluted basis). Mr. Stevens and related
parties own an aggregate of 318,124 Option Shares subject to the
Stock Option Agreement. Pursuant to the Stock Option Agreement,
each of the parties has granted to Sherwin-Williams and
SWACQ, Inc. an irrevocable option to purchase such party's Option
Shares for $35.00 per Option Share in cash, which option is
exercisable by Sherwin-Williams or SWACQ, Inc. on or after
January 2, 1996, as well as an irrevocable proxy to vote such
Option Shares.
On Tuesday, January 8, 1996, as a result of the Offer,
the New York Stock Exchange suspended trading in the Common Stock
because fewer than 600,000 shares remained outstanding.
Application to delist the Common Stock is expected to be made by
Sherwin-Williams in the near future.
On January 9, 1996, Sherwin-Williams and SWACQ, Inc.
paid the purchase price for the Securities, as well as for all
other shares of common stock, par value $.01 per share, of the
Company which had been validly tendered to and not properly
withdrawn from the Offer, as such term is defined in the
Schedule 14D-1 filed by SWACQ, Inc. and Sherwin-Williams on
November 9, 1995, as subsequently amended. As a result, Sherwin-
Williams became the beneficial owner of the Securities and such
other shares, including all shares which had previously been
<PAGE>
beneficially owned by the Parties except 24,000 currently
exercisable options held by Mr. Castiglia, which will be cashed
out at the difference between the exercise price and $35.00 per
share in the short form merger of SWACQ, Inc. with and into the
Company expected to occur in the near future.
On December 22, 1995, Mr. Boldt exercised options for
7,000 shares. On January 2, 1996, Messrs. Castiglia and Boldt
exercised options for 99,000 and 42,000 shares, respectively.
Mr. Castiglia paid most of the exercise price of his options
using 47,015 already-owned shares of Common Stock. On
December 29, 1995 and January 2, 1996, Mr. Castiglia gifted 3,490
and 28,570 shares of Common Stock, respectively.
Under the Merger Agreement, Sherwin-Williams became
entitled to the resignation of all but two of the directors of
the Company, and to appoint nominees to such board proportionate
to its ownership of common stock of the Company. Accordingly, on
January 9, 1996, all the directors of the Company except Mr.
Stevens and Mr. Swados resigned, and Sherwin-Williams appointed
as directors of the Company the following individuals:
Present Principal Occupation
or Employment and Five-Year
Name Employment History
William P. Antonace Mr. Antonace has served as Vice
President & Director -- Operations,
Coatings Division since March 1993,
prior to which he served as Director --
Materials Management, Coatings Division
commencing July 1992. From April 1991 to
July 1992, Mr. Antonace served as Vice
President & Director -- Sales &
Operations, Transportation Division.
David A. Ayres Mr. Ayres has served as Vice President &
Director -- Purchasing, Coatings
Division commencing July 1991, prior to
which he served as Director of
Purchasing, Coatings Division commencing
October 1979.
Michael A. Kilbane Mr. Kilbane has served as Vice President
& Director -- Marketing -- National
Accounts Group, Consumer Brands Division
since February 1992, prior to which he
served as Unit Director -- National
Marketing Group, Consumer Division
commencing February 1991. From January
1989 to February 1991, Mr. Kilbane
served as National Manager -- Dutch Boy
Marketing & Sales.
<PAGE>
David N. Stefko Mr. Stefko has served as Controller --
Consumer Brands Division since February
1991, prior to which he served as
Controller -- SW Marketing, Consumer
Division commencing September 1991. From
June 1989 to September 1991, Mr. Stefko
served as Director -- Budgets, Consumer
Division.
Rochelle F. Walk Ms. Walk has served as Director --
Marketing Communications, Consumer
Brands Division since January 1993,
prior to which she served as Corporate
Counsel commencing May 1990.
Item 5. Interest in Securities of the Issuer.
No shares of Common Stock are beneficially owned by the
Parties.
Except as described in Item 4, none of the Parties has
transacted in Company Common Stock during the sixty day period
immediately prior to filing.
Item 6. Contracts, Etc. with Respect to Securities of the
Issuer.
The Agreement terminated in accordance with its terms
upon the purchase of shares in the Offer.
Item. 7. Material to be Filed as Exhibits.
A. Shareholder Agreement (incorporated by reference
to Exhibit 2.2 of Form S-4, 33-78966).
B. Joint Filing Agreement, incorporated by reference
to Exhibit B to Amendment No. 1 to Schedule 13D
filed December 11, 1995.
C. Power of Attorney, incorporated by reference to
Exhibit C to Amendment No. 1 to Schedule 13D filed
December 11, 1995.
D. Agreement and Plan of Merger, dated as of November
4, 1995, among the Company, Sherwin-Williams and
SWACQ, Inc., incorporated herein by reference to
Exhibit 1 of the Company's Schedule 14D-9 filed
November 9, 1995.
E. Stock Option, Pledge and Security Agreement, dated
as of November 4, 1995, among Sherwin-Williams,
SWACQ, Inc. and certain shareholders of the
Company, incorporated by reference to Exhibit 2 of
<PAGE>
the Company's Schedule 14D-9 filed November 9,
1995.
F. Schedule 14D-9, incorporated by reference to
Exhibit F to Amendment No. 1 to Schedule 13D filed
December 11, 1995.
Signature
After reasonable 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.
January 9, 1996 Raymond D. Stevens, Jr.
Date Raymond D. Stevens, Jr.
January 9, 1996 Joseph J. Castiglia
Date Joseph J. Castiglia
January 9, 1996 James R. Boldt
Date James R. Boldt
<PAGE>
