Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PREMIER INDUSTRIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OHIO
(State or Other Jurisdiction
of Incorporation or Organization)
34-0661122
(I.R.S. Employer Identification No.)
4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio 44101-4884
(Address of Principal Executive Offices Including Zip Code)
PREMIER INDUSTRIAL CORPORATION
DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
Howard P. Frank, Vice President and Secretary
Premier Industrial Corporation
4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio 44101-4884
(Name and Address of Agent For Service)
(216) 391-8300
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maxi Proposed Maxi-
Securities Amount mum Offering mum Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
Common Stock,
Without
Par Value 100,000 shares $24.00 $2,400,000 $827.59
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common Stock,
Without Par Value (the "Common Stock"), as may become issuable pursuant to
the anti-dilution provisions of the Premier Industrial Corporation Director
Stock Option Plan.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
highand low sale prices of such securities on the New York Stock Exchange
on October 27, 1995, within five business days prior to filing.
Exhibit Index Appears on Page 7<PAGE>
Part II
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Premier Industrial
Corporation (the "Registrant") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference: (1) the
Registrant's Annual Report on Form 10-K pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") for the fiscal year ended May 31, 1995
(the "Form 10-K"), (2) Registrant's Quarterly Report on Form 10-Q filed for
the quarter ended August 31, 1995, and (3) the description of the Common
Stock contained in the Registrant's Registration Statement on Form 8-A
filed October 19, 1988, and any and all amendments and reports thereafter
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities
Not applicable. (Class of securities to be offered is registered
under Section 12 of the Exchange Act.)
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Division (E)(1) of Section 1701.13 of the Ohio Revised Code (the
"Ohio Code") empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation (non-profit or for profit), partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Division (E)(2) of Section 1701.13 of the Ohio Code authorizes a
corporation to provide similar indemnification to any of the same persons
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation
to procure a judgment in the corporation's favor by reason of the fact that
such person acted in any of the capacities set forth above, if he met the
same standard of conduct, except that no indemnification may be made in
respect of any of the following: (i) any claim, issue or matter as to
which such person is adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless and only to the extent
that certain courts determine that, despite the adjudication of liability,
such person is fairly and reasonably entitled to indemnity for such expenses
as such court deems proper; or (ii) any action or suit in which the only
liability asserted against a director involves certain impermissible
dividends or distributions to shareholders, purchases or redemptions of
shares of the corporation, or non-ordinary course loans to officers,
directors or shareholders.
Section 1701.13 of the Ohio Code provides that, to the extent a
director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding
referred to in subsections (E)(1) or (2) or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Otherwise, any indemnification under divisions (E)(1) or (2)
of Section 1701.13 shall be made by a corporation only as authorized in the
specific case upon a determination (made by a majority vote of a quorum of
disinterested directors, by shareholders, by a court of common pleas or the
court in which the action, suit or proceeding was brought or, in certain
circumstances, through the written opinion of independent legal counsel)
that indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of conduct.
Division (E)(5)(b) of Section 1701.13 provides that expenses
(including attorneys' fees) incurred by a director, officer, employee or
agent in defending any action, suit or proceeding referred to in such
Section may be paid by the corporation as they are incurred, in advance of
the final disposition of such action, suit or proceeding as authorized by
the directors in the specific case, upon receipt of an undertaking by or
on behalf of such director, officer, employee or agent to repay such amount
if it ultimately is determined that he is not entitled to be indemnified
by the corporation. Under division (E)(5)(a) of Section 1701.13 of the
Ohio Code, such advancement of expenses is mandatory with respect to a
director, provided that the director provides an undertaking of repayment
and cooperation as described therein, unless the only liability asserted
involves certain impermissible dividends, distributions, repurchases and
loans or unless a corporation's articles or regulations (unlike those of
the Registrant) expressly make this provision inapplicable.
Pursuant to Section 1701.13(E) of the Ohio Code, the indemnification
thereby authorized shall not be exclusive of any other rights to which the
person seeking indemnification or advancement of expenses may be entitled
under the corporation's articles or regulations, or any agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and it shall continue as to a person who has ceased to be a
director, officer, employee or agent. Such Section further provides that a
corporation is empowered to purchase and maintain insurance or furnish
similar protection for any director, officer, employee or agent against any
liability asserted against him and incurred by him in any capacity described
above, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under Section
1701.13.
Section 6.01 of the Regulations of the Registrant provides, in
substance, for indemnification by the Registrant of its directors, officers
and employees to the fullest extent then permitted by Ohio law. In
addition, Section 6.01 of such Regulations states that the Registrant may,
to the full extent then permitted by law and authorized by the Directors,
purchase and maintain insurance on behalf of any persons described in such
section against liabilities asserted against and incurred by any such
person in any such capacity, or arising out of his status as such, whether
or not the Registrant would have the power to indemnify such person against
such liability. The Registrant has purchased insurance which covers its
directors and officers against certain liabilities, including certain
liabilities under the securities laws, which might be asserted against and
incurred by them in such capacities and insures the Registrant for amounts
which may be required to be paid to indemnify such directors and officers,
in each case in accordance with the limits of such insurance policy.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are being filed as part of this Registration
Statement:
4 Premier Industrial Corporation Director Stock Option Plan.
5 Opinion of Counsel of Jones, Day, Reavis & Pogue.
23(a) Consent of Independent Auditors, KPMG Peat Marwick LLP.
23(b) Consent of Counsel (included in Exhibit 5).
Item 9. Undertakings
(a) The undersigned 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;
(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;
(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.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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 of 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.
<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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of Ohio, on
November 2, 1995.
PREMIER INDUSTRIAL CORPORATION
By: /s/Philip S. Sims
Philip S. Sims
Vice Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Morton L. Mandel
Morton L. Mandel Chairman of the Board and Director November 2, 1995
(Principal Executive Officer)
/s/Jack N. Mandel
Jack N. Mandel Finance Committee Chairman and November 2, 1995
Director
/s/Joseph C. Mandel
Joseph C. Mandel Executive Committee Chairman and November 2, 1995
Director
/s/Philip S. Sims
Philip S. Sims Vice Chairman of the Board and November 2, 1995
Director (Principal Financial and
Accounting Officer)
/s/Edward B. Brandon
Edward B. Brandon Director November 2, 1995
/s/Hugh Calkins
Hugh Calkins Director November 2, 1995
John C. Colman Director November _, 1995
/s/Scott S. Cowen
Scott S. Cowen Director November 2, 1995
/s/William M. Hamilton
William M. Hamilton Director November 2, 1995
/s/Bruce W. Johnson
Bruce W. Johnson Director November 2, 1995
<PAGE>
EXHIBIT INDEX
Pagination
by
sequential
Exhibit Exhibit numbering
Number Description system
4 Premier Industrial Corporation Director Stock 8
Option Plan.
5 Opinion of Counsel of Jones, Day, Reavis & 12
Pogue.
23(a) Consent of Independent Auditors, KPMG Peat 13
Marwick LLP.
23(b) Consent of Counsel (included in Exhibit 5). 12
<PAGE>
Exhibit 4
PREMIER INDUSTRIAL CORPORATION
DIRECTOR STOCK OPTION PLAN
1. Purpose
The purpose of this Director Stock Option Plan (the "Plan") is to enhance
the long-term success of Premier Industrial Corporation (the "Company") by
providing an additional means to attract and retain able persons who are
not employees to serve on the Board of Directors of the Company (the
"Board") and by promoting the mutuality of interests between such directors
and shareholders through ownership of the Common Stock of the Company,
without par value ("Common Stock").
2. Eligibility
Each person who, as of any applicable date, is a member of the Board and is
not an officer or employee of the Company or any of its subsidiaries and has
not received any stock option grant under the 1973 Stock Option Plan for
Management Employees, as amended, for at least one year preceding such date
(each such person, but now and hereafter excluding Jack N., Joseph C. and
Morton L. Mandel, being referred to herein as an "Eligible Director") shall
be eligible to receive grants under the Plan of options covering shares of
Common Stock ("Stock Options"). If an Eligible Director subsequently
becomes an employee of the Company while remaining a member of the Board,
then such person's eligibility for any future grants hereunder shall
thereupon cease, but any Stock Options held under the Plan by such
individual at the time of such commencement of employment shall not be
affected thereby.
3. Shares Subject to the Plan
(a) General. Subject to adjustment as provided in Section 3(b) hereof,
the total number of shares of Common Stock available for grant and reserved
for issuance under the Plan while it is in effect shall not exceed 100,000.
Such shares may be treasury shares or newly issued shares or a combination
thereof, as may be determined from time to time by the Board or the Plan
Committee (as defined in Section 7(a) hereof) or their designee. Shares
of Common Stock related to the unexercised or undistributed portion of any
terminated, expired, surrendered or forfeited Stock Option granted hereunder
shall be made available in connection with future Stock Option grants
hereunder.
(b) Adjustments. In the event of (i) any stock dividend, stock split,
reverse stock split, combination of shares, recapitalization, stock rights
offering or other change in the capital structure of the Company, or
(ii) any merger, consolidation, separation, reorganization or partial or
complete liquidation, or (iii) any other corporate transaction or event
having an effect similar to any of the foregoing, the Board or the Plan
Committee shall make or provide for such adjustments in the number and kind
of shares of Common Stock or other securities authorized by and reserved
for issuance under the Plan and the number, kind and option price of shares
of Common Stock or other securities subject to outstanding Stock Options,
but not the number of shares subject to grants to Eligible Directors as
provided in Section 4 hereof, as the Board or Plan Committee, in its
discretion exercised in good faith, determines is equitably required to
preserve the economic value of the shares subject to the Plan and to
prevent dilution or enlargement of the rights of Optionees with respect
to unexercised Stock Options; provided, however, that the number of shares
subject to any Stock Option shall at all times be a whole number and that,
as necessary to achieve that result, share amounts shall be rounded down to
the nearest whole number.
4. Stock Option Grants
(a) Annual Grants. On November 1 of each year following the effective
date of the Plan, each person who then is an Eligible Director (regardless
of whether newly elected, re-elected or retained as a Director at the most
recent preceding Annual Meeting of Shareholders of the Company) shall
automatically be granted a Stock Option to purchase 1,500 shares of Common
Stock as of such date. Each such grant shall be evidenced by a notice
thereof by the Company to each Eligible Director.
(b) Available Shares. In the event that the number of shares of Common
Stock available for future grant under the Plan is insufficient to make all
automatic grants required to be made on a given date, then all Eligible
Directors entitled to a grant on such date shall share ratably in the
number of Stock Options on shares available for grant under the Plan.
5. Terms of Stock Options
Stock Options granted under the Plan shall be subject to the following
additional terms and conditions:
(a) Option Price. The option price per share of Common Stock covered
by a Stock Option shall be the fair market value of the Common Stock as of
the date of grant, determined based on the closing price of Common Stock
on the New York Stock Exchange on the date of grant or, if no shares of
Common Stock were traded on such date, on the next preceding date on which
shares of Common Stock traded ("Fair Market Value"), subject to adjustment
pursuant to Section 3(b) hereof.
(b) Option Type. All Stock Options granted under the Plan shall be
non-statutory options not intended to qualify under Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code").
(c) Option Term. Each Stock Option shall expire six years after the
date of grant, subject to earlier termination pursuant to Section 5(e)
hereof.
(d) Exercisability. Each Stock Option shall become fully exercisable
beginning on the first anniversary of the date of its grant, subject to
Section 5(e) hereof.
(e) Termination upon Cessation of Service. If an Eligible Director ceases
to be a member of the Board for any reason whatsoever, whether by reason
of death, Qualifying Disability (as hereinafter defined), retirement,
resignation or otherwise ("Termination of Directorship"), then any
unexercised option, whether or not otherwise then exercisable on the date
of such Termination of Directorship, may be exercised, in whole or in part,
at any time within one year after such Termination of Directorship, but in
no event after the expiration of the term of the Stock Option pursuant to
Section 5(c) hereof. In such circumstances, the Stock Option may be
exercised by the Eligible Director or the Eligible Director's legal
representative (in the event of his or her death or Qualifying Disability).
For purposes of the Plan, the term "Qualifying Disability" shall mean a
physical or mental condition that prevents the Eligible Director from
performing his or her duties as a member of the Board, and which is
expected to be permanent or for an indefinite duration exceeding one year.
(f) Payment. Stock Options may be exercised and shares of Common
Stock delivered only upon payment to the Company in full of the purchase
price of the shares of Common Stock to be purchased by whole or partial
exercise of the Stock Option. Payment of the purchase price may, at the
election of the Eligible Director, be made in (i) cash, (ii) previously
acquired Common Stock, valued at its Fair Market Value on the date of
exercise, or (iii) a combination thereof.
(g) Non-Transferability of Stock Options. No Stock Option or rights
therein shall be assignable or transferable by any Eligible Director other
than by will or by the laws of descent and distribution. All Stock Options
shall be exercisable during the lifetime of any Eligible Director only by
the Eligible Director or the duly authorized legal representative of such
Eligible Director.
6. Plan Effective Date and Duration
(a) Plan Effective Date. The Plan has been adopted by the Board on
June 6, 1995 and shall become effective immediately following approval by
the shareholders of the Company at the 1995 Annual Meeting of Shareholders
or any adjournment thereof.
(b) Duration. The Plan will terminate on such date as no shares of
Common Stock remain available for the grant of Stock Options under the Plan
or at such earlier date as the Board may determine, subject to Section 8
hereof. Termination of the Plan will not affect any Stock Options then
outstanding under the Plan.
7. Plan Administration
(a) By Board or Plan Committee. The Plan shall be administered by the
Board or by a Plan committee (which need not consist of directors) duly
appointed by the Board from time to time and having such powers as may be
specified by the Board (the "Plan Committee"). The initial Plan Committee
appointed by the Board of Directors as a part of its approval of the Plan
shall consist of the Chairman of the Board, the Vice Chairman of the Board
and the Vice President and General Counsel of the Company.
(b) Administrative Authority. The Board or the Plan Committee shall have
the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it from time to time shall
deem advisable, to interpret the terms and provisions of the Plan and any
Stock Option granted hereunder (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan. The determination of
the Board or the Plan Committee on all matters relating to the Plan or any
agreement relating thereto shall be conclusive and final. No member of
the Board or the Plan Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Stock
Option.
(c) Limitations. Notwithstanding the foregoing, the selection of
Eligible Directors to whom Stock Options are to be granted, the timing of
such grants, the number of shares subject to any Stock Option, the periods
during which any Stock Option may be exercised and the term of any Stock
Option shall be as provided in the Plan, and neither the Board nor the
Plan Committee shall have any discretion as to such matters. The Plan is
intended to allow Eligible Directors to receive Stock Options without
causing them to cease to be "disinterested persons," within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or
any successor rule, in the form then applicable to the Company
("Rule 16b-3"), with respect to other stock options of the Company. To
the extent that any provision of the Plan or action by the Board or the
Plan Committee with respect thereto would be inconsistent with such intent,
such provision or action shall be null and void.
8. Plan Amendment or Discontinuance
The Board may amend or discontinue the Plan, but no amendment or
discontinuation shall be made which would: (a) impair the rights of an
Eligible Director under any outstanding Stock Option without the consent
of such Eligible Director or his or her duly authorized legal representative,
except such an amendment made to cause grants and other transactions under
the Plan to qualify for the exemption provided by Rule 16b-3; or
(b) disqualify grants and other transactions under the Plan from the
exemption provided by Rule 16b-3. Notwithstanding the foregoing or any
other term of the Plan, no amendment to the Plan may be made by the Board,
without the approval of Company shareholders, which (i) changes the
eligibility criteria for receipt of Stock Options under the Plan,
(ii) changes vesting conditions, terms of exercisability, timing, amount
or exercise price of Stock Options under the Plan, or (iii) materially
increases the aggregate number of shares of Common Stock which may be
issued under the Plan. In addition, no amendment shall be made without
the approval of Company shareholders to the extent such approval is
required by applicable law or agreement. If required to maintain
qualification under Rule 16b-3, the Plan shall not be materially amended
more often than once every six months, other than to comport with changes
in the Code or the rules and regulations thereunder.
9. General Provisions
(a) Non-Exclusive Benefit. Nothing contained in the Plan shall prevent
the Company or any subsidiary from adopting other or additional
compensation arrangements applicable to members of the Board, including
Eligible Directors.
(b) Direct Obligation. Benefits payable under the Plan to any person
shall be satisfied directly by the Company. The Company shall not be
required to fund, or otherwise segregate assets to be used for payment
or satisfaction of, benefits under the Plan.
(c) No Right to Continue as Director. Nothing in the Plan, or any
Stock Option granted under the Plan, shall confer any right on any person
to continue as a director of the Company or affect in any manner the rights
of the shareholders of the Company or the Board to elect and remove
directors.
(d) Governing Law. The Plan and all Stock Options awarded and actions
taken with respect thereto shall be governed by and construed in accordance
with the laws of the State of Ohio, except with respect to its choice of
law rules.
(e) Governing Exchange Act Rules. The Plan is intended to comply with
and be subject to Rule 16b-3 under the Securities Exchange Act of 1934 as
such Rule was in effect prior to May 1, 1991. The Plan Committee may elect
at any time that the Plan shall be subject to Rule 16b-3 as in effect on or
after May 1, 1991.
(f) Securities Law Registration. The Company intends to register shares
of Common Stock issuable pursuant to the Plan under the Securities Act of
1933, as amended, once shareholder approval has been obtained. Unless and
until the shares have been so registered, each person purchasing or
receiving shares of Common Stock pursuant to a Stock Option shall
represent to and agree with the Company in writing that such person is
acquiring the shares of Common Stock without a view to the distribution
thereof. Any certificates for such shares of Common Stock shall include
an appropriate legend to reflect the restrictions on transfer.
<PAGE>
Exhibit 5
November 2, 1995
Premier Industrial Corporation
4500 Euclid Avenue
P.O. Box 94884
Cleveland, Ohio 44101-4884
Re: Premier Industrial Corporation
Director Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Premier Industrial Corporation, an Ohio
corporation (the "Registrant") in connection with the Premier Industrial
Corporation Director Stock Option Plan (the "Plan"). We have examined
such documents, records and matters of law as we have deemed necessary
for purposes of this opinion, and based thereupon, we are of the opinion
that the shares of the Registrant's Common Stock, without par value, that
may be issued or transferred and sold pursuant to the Plan will be, when
issued or transferred and sold in accordance with the Plan, duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock to be issued and sold pursuant to the
Plan under the Securities Act of 1933.
Very truly yours,
/s/Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Premier Industrial Corporation
We consent to the incorporation by reference in this Form S-8 Registration
Statement pertaining to the Premier Industrial Corporation Director Stock
Option Plan of our report dated July 20, 1995, relating to the consolidated
balance sheets of Premier Industrial Corporation and subsidiaries as of
May 31, 1995 and 1994, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years in the three-year
period ended May 31, 1995, which report appears in the May 31, 1995 annual
report on Form 10-K of Premier Industrial Corporation.
/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Cleveland, Ohio
October 27, 1995
