<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the Period Ended June 30, 1994
-------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period
from_______________________________________ to ____________
Commission file number 1-4851
------
THE SHERWIN-WILLIAMS COMPANY
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-0526850
- ------------------------------------ ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075
- ------------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
(216) 566-2000
------------------------------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $1.00 Par Value -- 85,499,807 shares as of July 31, 1994.
----------
<PAGE> 2
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
Thousands of dollars, except per share data
<CAPTION>
Three months ended June 30, Six months ended June 30,
------------------------------ ------------------------------
1994 1993 1994 1993
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 880,531 $ 824,162 $ 1,519,688 $ 1,442,451
Costs and expenses:
Cost of goods sold 501,756 479,922 879,023 848,650
Selling, general and administrative expenses 265,669 244,073 503,551 472,627
Interest expense 711 1,753 1,698 3,453
Interest and net investment income (1,414) (1,323) (3,232) (2,806)
Other 3,565 3,526 3,187 2,396
- ---------------------------------------------------------------------------------------------------------------------
770,287 727,951 1,384,227 1,324,320
- ---------------------------------------------------------------------------------------------------------------------
Income before income taxes 110,244 96,211 135,461 118,131
Income taxes 41,089 35,598 50,798 43,708
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 69,155 $ 60,613 $ 84,663 $ 74,423
=====================================================================================================================
Net income per share $ 0.80 $ 0.68 $ 0.96 $ 0.83
=====================================================================================================================
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE> 3
<TABLE>
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars
<CAPTION>
JUNE 30, Dec. 31, June 30,
1994 1993 1993
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 103,648 $ 230,092 $ 113,120
Short-term investments 39,700 43,000
Accounts receivable, less allowance 417,638 297,527 390,605
Inventories:
Finished goods 417,310 371,572 379,218
Work in process and raw materials 63,015 57,346 58,491
- -------------------------------------------------------------------------------------------------------
480,325 428,918 437,709
Other current assets 171,000 154,850 140,803
- -------------------------------------------------------------------------------------------------------
Total current assets 1,172,611 1,151,087 1,125,237
Deferred pension assets 220,621 214,583 198,947
Other assets 152,901 154,925 159,685
Property, plant and equipment 871,122 838,754 813,594
Less allowances for depreciation and
amortization 468,128 444,684 421,510
- -------------------------------------------------------------------------------------------------------
402,994 394,070 392,084
- -------------------------------------------------------------------------------------------------------
Total assets $ 1,949,127 $ 1,914,665 $ 1,875,953
=======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 307,104 $ 254,997 $ 283,865
Compensation and taxes withheld 70,515 71,476 60,239
Other accruals 215,659 201,224 193,478
Accrued taxes 62,023 39,804 48,896
- -------------------------------------------------------------------------------------------------------
Total current liabilities 655,301 567,501 586,478
Long-term debt 23,497 37,901 58,368
Postretirement benefits other than pensions 167,225 166,025 166,704
Other long-term liabilities 108,298 110,067 99,681
Shareholders' equity
Common stock - $1.00 par value:
85,460,609, 88,506,337 and 88,742,876
shares outstanding at June 30, 1994,
December 31, 1993 and June 30, 1993,
respectively 100,195 99,994 99,807
Other capital 154,614 150,203 143,132
Retained earnings 1,018,115 957,858 881,102
Cumulative foreign currency translation
adjustment (20,638) (20,384) (18,745)
Treasury stock, at cost (257,480) (154,500) (140,574)
- -------------------------------------------------------------------------------------------------------
Total shareholders' equity 994,806 1,033,171 964,722
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 1,949,127 $ 1,914,665 $ 1,875,953
=======================================================================================================
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE> 4
<TABLE>
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of dollars
<CAPTION>
Six months ended June 30,
-------------------------
1994 1993
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS
Net income $ 84,663 $ 74,423
Non-cash adjustments:
Depreciation and amortization 28,502 26,787
Amortization of intangible assets 6,468 6,703
Increase in deferred pension assets (6,038) (8,973)
Other 7,500 13,460
Change in current assets and liabilities-net (99,710) (68,795)
Other (4,960) (379)
- ----------------------------------------------------------------------------------------------------
Net operating cash 16,425 43,226
INVESTING
Capital expenditures (39,436) (30,908)
Short-term investments 39,700 (39,989)
Other (4,366) (2,343)
- ---------------------------------------------------------------------------------------------------
Net investing cash (4,102) (73,240)
FINANCING
Payments of long-term debt (14,405) (2,829)
Payments of cash dividends (24,407) (22,171)
Treasury stock acquired (102,980) (2,218)
Proceeds from stock options exercised 3,380 6,349
Other (355) (698)
- ---------------------------------------------------------------------------------------------------
Net financing cash (138,767) (21,567)
- ---------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (126,444) (51,581)
Cash and cash equivalents at beginning of year 230,092 164,701
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 103,648 $ 113,120
===================================================================================================
Taxes paid on income $ 30,300 $ 16,576
Interest paid on debt 1,807 5,053
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE> 5
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Periods ended June 30, 1994 and 1993
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-K for the fiscal year ended
December 31, 1993. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated results for the three months and six months
ended June 30, 1994 are not necessarily indicative of the results to be
expected for the fiscal year ending December 31, 1994.
NOTE B--DIVIDENDS
Dividends paid on common stock during each of the first two quarters of 1994
and 1993 were $.14 per share and $.125 per share, respectively.
NOTE C--INVESTMENT IN LIFE INSURANCE
The Company invests in broad-based corporate owned life insurance. The policy
loans are netted against premiums and included in Other Assets. The net
expense associated with such investment is included in Other Costs and
Expenses. Such expense is immaterial to income before income taxes.
NOTE D--OTHER COSTS AND EXPENSES
Significant items included in other costs and expenses are as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
Thousands of dollars June 30, June 30,
-------------------------- -------------------------
1994 1993 1994 1993
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Dividend and royalty income $ 4,034 $ 1,008 $ 5,436 $ 2,822
Provisions for environmental
remediation (2,000) (4,000) (2,000) (4,000)
Net loss on financing and
investing activities (4,820) (239) (5,267) (370)
</TABLE>
The provisions for environmental remediation reflect the increased estimated
costs of remediation at operating facilities, idle facilities and Superfund
sites.
The net loss on financing and investing activities for 1994 represents the
realized gains or losses associated with disposing of fixed assets, the net
gain or loss associated with the investment of certain long-term asset funds,
the net pre-tax expense associated with the Company's investment in broad-based
corporate owned life insurance and the premium associated with the retirement
of $13,100,000 principal of outstanding 9.875 percent debentures.
NOTE E--RECLASSIFICATION
Certain amounts in the 1993 financial statements have been reclassified to
conform with the 1994 presentation.
<PAGE> 6
<TABLE>
Note F--COMPUTATION OF NET INCOME PER SHARE
<CAPTION>
Three months ended Six months ended
Thousands of dollars, except per share data June 30, June 30,
-------------------------------- --------------------------------
1994 1993 1994 1993
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Fully Diluted
Average shares outstanding 86,066,847 88,714,016 87,195,022 88,674,832
Options - treasury stock method 555,948 718,371 608,804 735,092
Assumed conversion of 6.25% Convertible
Subordinated Debentures 71,769 85,914 75,363 86,493
-------------- ------------- -------------- -------------
Average fully diluted shares 86,694,564 89,518,301 87,879,189 89,496,417
============== ============= ============== =============
Net income $ 69,155 $ 60,613 $ 84,663 $ 74,423
Add 6.25% Convertible Subordinated
Debentures interest - net of tax 2 3 5 6
-------------- ------------- -------------- -------------
Net income applicable to fully diluted $ 69,157 $ 60,616 $ 84,668 $ 74,429
shares ============== ============= ============== =============
Net income per share $ 0.80 $ 0.68 $ 0.96 $ 0.83
============== ============= ============== =============
Primary
Average shares outstanding 86,066,847 88,714,016 87,195,022 88,674,832
Options - treasury stock method 541,257 706,023 598,057 723,741
-------------- ------------- -------------- -------------
Average shares and equivalents 86,608,104 89,420,039 87,793,079 89,398,573
Net income $ 69,155 $ 60,613 $ 84,663 $ 74,423
============== ============= ============== =============
Net income per share $ 0.80 $ 0.68 $ 0.96 $ 0.83
============== ============= ============== =============
</TABLE>
<PAGE> 7
<TABLE>
NOTE G--BUSINESS SEGMENTS
Net External Sales/Operating Profit (Loss)
- ------------------------------------------
<CAPTION>
Three months ended June 30,
-------------------------------------------------
Thousands of dollars 1994 1993
----------------------- -----------------------
NET OPERATING Net Operating
EXTERNAL PROFIT External Profit
SALES (LOSS) Sales (Loss)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Paint Stores $ 545,117 $ 47,461 $ 504,948 $ 42,454
Coatings 331,781 71,198 315,678 65,951
Other 3,633 3,471 3,536 2,003
---------- ---------- ---------- ----------
Segment totals $ 880,531 122,130 $ 824,162 110,408
========== ==========
Corporate expenses-net (11,886) (14,197)
---------- ----------
Income before income taxes $ 110,244 $ 96,211
========== ==========
<CAPTION>
Six months ended June 30,
-------------------------------------------------
Thousands of dollars 1994 1993
----------------------- -----------------------
NET OPERATING Net Operating
EXTERNAL PROFIT External Profit
SALES (LOSS) Sales (Loss)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Paint Stores $ 937,008 $ 46,519 $ 867,524 $ 36,931
Coatings 575,538 106,614 567,784 102,557
Other 7,142 4,939 7,143 3,512
---------- ---------- ---------- ----------
Segment totals $1,519,688 158,072 $1,442,451 143,000
========== ==========
Corporate expenses-net (22,611) (24,869)
---------- ----------
Income before income taxes $ 135,461 $ 118,131
========== ==========
================================================================================
</TABLE>
<TABLE>
Intersegment Transfers
- ----------------------
<CAPTION>
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
Thousands of dollars 1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Coatings $ 205,225 $ 189,047 $ 349,052 $ 317,127
Other 4,380 4,103 8,645 8,150
--------- --------- --------- ---------
Segment totals $ 209,605 $ 193,150 $ 357,697 $ 325,277
========= ========= ========= =========
================================================================================
</TABLE>
Operating profit is total revenue, including realized profit on intersegment
transfers, less operating costs and expenses.
Export sales, sales of foreign subsidiaries, and sales to any individual
customer were each less than 10% of consolidated sales to unaffiliated customers
during all periods presented.
Intersegment transfers are accounted for at values comparable to normal
unaffiliated customer sales.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Consolidated net sales increased 6.8 percent in the second quarter and 5.4
percent in the first six-month period over the comparable 1993 periods. Sales
in the Paint Stores Segment increased 8.0 percent over last year for both the
second quarter and year-to-date as all operating regions achieved improved
sales results over the respective 1993 period. Sales to wholesale customers,
which include professional, contractor, industrial and commercial accounts,
remain significantly above last year but have been partially offset by
continued soft retail sales. Comparable-store sales were up 7.4 percent for
the second quarter. Sales of the Coatings Segment increased 5.1 percent and
1.4 percent in the second quarter and year-to-date, respectively. The second
quarter sales improvement resulted from increases in the majority of the
Segment's product lines. Revenue generated by real estate operations in the
Other Segment increased 2.7 percent for the quarter.
Consolidated gross profit as a percent of sales increased over 1993 to 43.0
percent from 41.8 percent for the second quarter and to 42.2 percent from 41.2
percent for the first six months. The Paint Stores Segment's gross margins
increased from last year primarily due to favorable product sales mix and
continued emphasis on store level pricing discipline. Margins in the Coatings
Segment increased from last year for the quarter but remain lower for the first
six months. Overall production efficiencies continue to enhance the Segment's
margins while being partially offset by sales mix changes to lower-margin items
in the Automotive and Specialty Divisions.
Consolidated selling, general and administrative expenses as a percent of sales
were higher than 1993 for the second quarter and year-to-date. The Paint
Stores Segment's SG&A costs as a percent of sales were below last year due
primarily to the sales gains achieved. In the Coatings Segment, SG&A expenses
as a percent of sales were higher than last year due primarily to increased
market penetration costs of new business and continued brand support in the
Consumer Brands and Specialty Divisions.
Interest expense decreased 59.4 percent in the second quarter of 1994 and 50.8
percent year-to-date from the comparable 1993 periods due to the normal
maturities of long-term debt and the acquisition of certain outstanding
long-term debentures. Net investment income was above last year for the second
quarter primarily due to increased investment yields partially offset by
reduced cash balances resulting primarily from the purchase of common stock for
treasury purposes. Year-to-date investment income remains higher than last
year.
Other expenses increased slightly in the second quarter from 1993. Royalty
income increased over last year during the quarter and a significant dividend
was received from an unconsolidated subsidiary of the Company. However, such
gains in revenue were more than offset by an increased net loss on financing
and investing activities, which relates to realized gains or losses associated
with disposing of fixed assets, the net gains or losses associated with the
investment of certain long-term asset funds, the net pre-tax expense associated
with the Company's investment in broad-based corporate owned life insurance
beginning in 1994 and the premium associated with the second quarter
acquisition of $13,100,000 principal of outstanding 9.875 percent debentures.
Net income for the second quarter of 1994 increased to $69,155,000 or $.80 per
share from $60,613,000 or $.68 per share in 1993. Net income for the first
six months of 1994 increased to $84,663,000 or $.96 per share from $74,423,000
or $.83 per share in 1993.
<PAGE> 9
FINANCIAL CONDITION
- -------------------
The Company's financial position continues to be strong. Working capital as a
percent of sales increased slightly to 19.5 percent from 19.3 percent last year
primarily due to higher inventory levels at the operating divisions. Cash and
cash equivalents have decreased $126.4 million since year end. The primary
uses of cash during the first half of 1994 were treasury stock acquisitions of
$103.0 million, capital expenditures of $39.4 million, cash dividends of $24.4
million and normal operating needs for seasonally higher accounts receivable
and inventories. Our current ratio at June 30, 1994 decreased to 1.79 from
1.92 at the end of the second quarter last year primarily due to the decrease
in cash, cash equivalents and short-term investments. Since June 30, 1993,
cash and cash equivalents decreased $9.5 million, primarily due to cash
generated by operations of $227.5 million being offset by treasury stock
acquisitions of $116.9 million, capital expenditures of $71.5 million, payments
of cash dividends totaling $46.6 million, payments of long-term debt of $45.3
million and normal working capital needs. Short-term borrowings have not been
utilized during 1994. The Company believes that sufficient cash flows should
be generated from operations to support working capital needs for the remainder
of 1994.
Capital expenditures during the first six months of 1994 represented primarily
the cost of remerchandising, remodeling or relocating paint stores and the
continued upgrade at manufacturing and research facilities. We do not
anticipate the need for any external financing to support our capital programs.
During the second quarter of 1994, over 2,500,000 shares of our own common
stock were acquired through open market purchases. Year-to-date treasury stock
acquired exceeds 3,200,000 shares. We acquire our own stock for general
corporate purposes and, depending upon our cash position and market conditions,
we may acquire additional shares of stock in the future. At their July 20,
1994 meeting, the Board of Directors authorized the Company to purchase, in the
aggregate, 6,000,000 shares of common stock for treasury purposes.
<PAGE> 10
The Company and certain other companies are defendants in lawsuits arising from
the manufacture and sale of lead pigments and lead paints. It is possible that
additional lawsuits may be filed against the Company in the future with similar
allegations. The various existing lawsuits seek damages for personal injuries
and property damage, which include in several cases the costs incurred to
abate the lead related paint from buildings. The Company believes that such
lawsuits are without merit and is vigorously defending them. The Company does
not believe that any potential liability which may ultimately be determined to
be attributable to the Company arising out of such lawsuits will have a material
adverse effect on the Company's business or financial condition.
The Company believes that it conducts its operations in compliance with the
applicable environmental laws and regulations and has implemented various
programs designed to protect the environment and ensure continued compliance.
The operations of the Company, like those of other companies in our industry,
are subject to various federal, state and local environmental laws and
regulations. These laws and regulations not only govern our current operations
and products, but also impose potential liability on the Company for past
operations which were conducted utilizing practices and procedures that were
considered acceptable under the laws and regulations existing at the time these
operations were conducted. The Company expects the environmental laws and
regulations to impose increasingly stringent requirements upon the Company and
our industry in the future.
The Company is involved with environmental compliance and remediation
activities at some of its current and former sites. The Company, together with
other parties, has also been designated a potentially responsible party under
federal and state environmental protection laws for the remediation of
hazardous waste at a number of third-party sites, primarily Superfund sites.
In general, these laws provide that potentially responsible parties may be held
jointly and severally liable for investigation and remediation costs regardless
of fault. The Company may be similarly designated with respect to additional
third-party sites in the future.
Although the Company continuously assesses its potential liability for
remediation activities with respect to its past operations and third-party
sites, any potential liability ultimately determined to be attributable to the
Company is subject to a number of uncertainties including, among others, the
number of parties involved with respect to any given site, the volumetric
contribution which may be attributed to the Company relative to that
attributable to other parties, the nature and magnitude of the wastes involved,
and the method and extent of remediation. The Company has accrued for certain
environmental remediation activities relating to its past operations and
third-party sites, including Superfund sites, for which commitments or clean-up
plans have been developed or for which costs or minimum costs can be reasonably
estimated. In the opinion of the Company's management, any potential liability
ultimately attributed to the Company for its environmental related matters will
not have a material adverse effect on the Company's financial condition,
liquidity or cash flow.
<PAGE> 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the legal proceeding reported in the Company's Form 10-K
for the fiscal year ended 12/31/93 brought by the People of the State of
California ex. re. Daniel E. Lungren, Attorney General of the State of
California, against the Company and its subsidiary DupliColor Products Company
in the Superior Court of the State of California, County of San Francisco. On
April 19, 1994, the Court approved the Settlement Agreement and on July 20,
1994, the Company paid to the people of the State of California a net civil
penalty of $675,000 after adjustment for certain available credits for
development costs incurred by the Company associated with the introduction of
water-based aerosol products. The settlement resolves any differences between
the people of the State of California, the Company and DupliColor regarding
California's Proposition 65 and California's Business and Profession's Code
Section 17200 as regards certain products manufactured by the Company and/or by
DupliColor.
Item 4. Submission of Matters to a Vote of Security Holders.
A. The Annual Meeting of the Shareholders of The Sherwin-Williams Company was
held on April 27, 1994.
B. The following persons were nominated to serve, and elected, directors of
the Company to serve until the next annual meeting and until their successors
are elected: J.M. Biggar, J.G. Breen, L. Carter, T.A. Commes, D.E. Evans, W.G.
Mitchell, A.M. Mixon, III, H.O. Petrauskas, R.E. Schey and R.K. Smucker. The
Annual Meeting's voting results for each such nominee are as follows:
<TABLE>
<CAPTION>
Name For Withheld Abstain
- ---- --- -------- -------
<S> <C> <C> <C>
J.M. Biggar 79,751,643 339,153 26,845
J.G. Breen 79,761,318 339,153 17,170
L. Carter 79,734,781 339,153 43,707
T.A. Commes 79,776,051 339,153 2,437
D.E. Evans 79,748,932 339,153 29,556
W.G. Mitchell 79,748,436 339,153 30,052
A.M. Mixon, III 79,777,456 339,153 1,032
H.O. Petrauskas 79,752,882 339,153 25,606
R.E. Schey 79,735,525 339,153 42,963
R.K. Smucker 79,759,104 339,153 19,384
</TABLE>
C. A resolution to amend the Company's 1994 Stock Plan was adopted;
71,716,385 shares were voted in favor of the resolution, 6,803,910 shares were
voted against the resolution and 1,596,846 shares abstained from voting.
<PAGE> 12
Item 5. Other Information.
The Registrant is reporting under this Item events which may be considered to
be of material importance to the security holders but which is information not
otherwise required to be disclosed in Part II of this report. On July 20, 1994,
the Registrant issued a press release announcing that the board of directors
authorized the Company to purchase, from time to time, six million shares
(6,000,000) of the Company's common stock for general corporate purposes. The
Registrant attaches hereto as Exhibits 99(a) and (b), respectively, the
foregoing press releases. In addition, on August 9, 1994, the Registrant
issued a press release announcing it had acquired the assets of The Old Quaker
Paint Company of Ontario, California, for an undisclosed purchase price. The
Registrant attaches hereto as Exhibits 99(a) and (b), respectively, the
foregoing press releases.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
2. Not Applicable.
4. (a) Indenture between the Company and Chemical Bank, as Trustee, dated
June 15, 1988, filed as Exhibit 4(b) to Form S-3 Registration
Statement Number 33-22705, dated June 24, 1988, and incorporated
herein by reference.
(b) Revolving Credit Agreement, by and among the Company and several
banking institutions, as amended and restated, effective December 15,
1993 and filed as Exhibit 4(f) to Form S-8 Registration Statement
No. 33-52227 dated February 10, 1994, and incorporated herein by
reference.
(c) Indenture between Sherwin-Williams Development Corporation, as issuer,
the Company, as guarantor, and Harris Trust and Savings Bank, as
Trustee, dated June 15, 1986, filed as Exhibit 4(b) to Form S-3
Registration Statement Number 33-6626, dated June 20, 1986, and
incorporated herein by reference.
(d) Indenture between the Company and Central National Bank, dated
March 1, 1970, filed as Exhibit 4 to Form S-7 Registration Statement
Number 2-36240, and incorporated herein by reference.
(e) Indenture between the Company and The Cleveland Trust Company, as
Trustee, dated April 17, 1967, filed as Exhibit 2(a) to Amendment
No. 1, dated April 18, 1967, to Form S-9 Registration Statement
Number 2-26295, and incorporated herein by reference.
(f) Rights Agreement between the Company and Ameritrust Company National
Association, dated January 25, 1989, filed as Exhibit 2.1 to Form 8-A,
dated January 26, 1989, and incorporated herein by reference.
10. (a) Form of Director and Officer Indemnification Agreement filed as
Exhibit 28(a) to Form S-3 Registration Statement Number 33-22705
dated June 24, 1988, and incorporated herein by reference.
<PAGE> 13
(b) Employment Agreements filed as Exhibit 28(b) to Form S-3 Registration
Statement Number 33-22705 dated June 24, 1988, and incorporated herein
by reference.
(c) Form of Severance Pay Agreements filed as Exhibit 10(c) to Form 10-K
dated March 13, 1990, and incorporated herein by reference.
(d) The Sherwin-Williams Company Deferred Compensation Savings Plan filed as
Exhibit 10(d) to Form 10-K dated March 13, 1992, and incorporated herein
by reference.
(e) The Sherwin-Williams Company Key Management Deferred Compensation Plan
filed as Exhibit 28(e) to Form S-3 Registration Statement Number
33-22705 dated June 24, 1988, and incorporated herein by reference.
(f) Asset Purchase Agreement, dated July 17, 1990, as amended, between the
Company and DeSoto, Inc., for the purchase of certain assets of DeSoto,
Inc.'s U.S. Consumer Paint Business filed as Exhibit 10(g) to Form 10-K
dated March 15, 1991, and incorporated herein by reference.
(g) Form of Executive Disability Income Plan filed as Exhibit 10(g) to Form
10-K dated March 13, 1992, and incorporated herein by reference.
(h) Form of Executive Life Insurance Plan filed as Exhibit 10(h) to Form
10-K dated March 13, 1992, and incorporated herein by reference.
(i) Form of Director's Deferred Fee Plan filed as Exhibit 10(i) to Form 10-K
dated March 13, 1992, and incorporated herein by reference.
(j) License Agreement, dated February 1, 1991, as amended, between the
Company and SWIMC, Inc. filed as Exhibit 10(j) to Form 10-K dated March
15, 1993, and incorporated herein by reference.
(k) License Agreement, dated February 1, 1991, as amended, between the
Company and DIMC, Inc. filed as Exhibit 10(k) to Form 10-K dated March
15, 1993, and incorporated herein by reference.
(l) Form of The Sherwin-Williams Company Management Incentive Plan filed as
Exhibit 10(l) to Form 10-K dated March 15, 1993, and incorporated herein
by reference.
(m) The Sherwin-Williams Company 1994 Stock Plan, as amended and restated in
its entirety, effective April 27, 1994, filed as Exhibit 4(d) to Form
S-8 Registration Statement No. 33-52227 dated February 10, 1994, and
incorporated herein by reference.
<PAGE> 14
11. Computation of Net Income Per Share - See Note F to Condensed
Consolidated Financial Statements (unaudited).
15. Not Applicable.
18. Not Applicable.
19. Not Applicable.
22. Not Applicable.
23. Not Applicable.
24. Not Applicable.
27. Not Applicable.
99(a). Press Release dated July 20, 1994
99(b). Press Release dated August 9, 1994
(b) Reports on Form 8-K - None.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SHERWIN-WILLIAMS COMPANY
August 10, 1994 By: /s/ S. L. Ault
------------------------------------------------------
J.L. Ault
Vice President - Corporate Controller
August 10, 1994 By: /s/ L. E. Stellato
------------------------------------------------------
L.E. Stellato
Vice President, General Counsel and Secretary
<PAGE> 15
EXHIBIT INDEX
Exhibit Number Exhibit Description
- -------------- ---------------------------------------------------------------
4. (a) Indenture between the Company and Chemical Bank, as Trustee,
dated June 15, 1988, filed as Exhibit 4(b) to Form S-3
Registration Statement Number 33-22705, dated June 24, 1988,
and incorporated herein by reference.
(b) Revolving Credit Agreement, by and among the Company and several
banking institutions, as amended and restated, effective
December 15, 1993 and filed as Exhibit 4(f) to Form S-8
Registration Statement No. 33-52227 dated February 10, 1994,
and incorporated herein by reference.
(c) Indenture between Sherwin-Williams Development Corporation, as
issuer, the Company, as guarantor, and Harris Trust and Savings
Bank, as Trustee, dated June 15, 1986, filed as Exhibit 4(b) to
Form S-3 Registration Statement Number 33-6626, dated June 20,
1986, and incorporated herein by reference.
(d) Indenture between the Company and Central National Bank, dated
March 1, 1970, filed as Exhibit 4 to Form S-7 Registration
Statement Number 2-36240, and incorporated herein by reference.
(e) Indenture between the Company and The Cleveland Trust Company,
as Trustee, dated April 17, 1967, filed as Exhibit 2(a) to
Amendment No. 1, dated April 18, 1967, to Form S-9 Registration
Statement Number 2-26295, and incorporated herein by reference.
(f) Rights Agreement between the Company and Ameritrust Company
National Association, dated January 25, 1989, filed as Exhibit
2.1 to Form 8-A, dated January 26, 1989, and incorporated
herein by reference.
10. (a) Form of Director and Officer Indemnification Agreement filed as
Exhibit 28(a) to Form S-3 Registration Statement Number 33-22705
dated June 24, 1988, and incorporated herein by reference.
(b) Employment Agreements filed as Exhibit 28(b) to Form S-3
Registration Statement Number 33-22705 dated June 24, 1988, and
incorporated herein by reference.
(c) Form of Severance Pay Agreements filed as Exhibit 10(c) to Form
10-K dated March 13, 1990, and incorporated herein by reference.
<PAGE> 16
(d) The Sherwin-Williams Company Deferred Compensation Savings Plan
filed as Exhibit 10(d) to Form 10-K dated March 13, 1992, and
incorporated herein by reference.
(e) The Sherwin-Williams Company Key Management Deferred Compensation
Plan filed as Exhibit 28(e) to Form S-3 Registration Statement
Number 33-22705 dated June 24, 1988, and incorporated herein by
reference.
(f) Asset Purchase Agreement, dated July 17, 1990, as amended, between
the Company and DeSoto, Inc., for the purchase of certain assets of
DeSoto, Inc.'s U.S. Consumer Paint Business filed as Exhibit 10(g)
to Form 10-K dated March 15, 1991, and incorporated herein by
reference.
(g) Form of Executive Disability Income Plan filed as Exhibit 10(g) to
Form 10-K dated March 13, 1992, and incorporated herein by
reference.
(h) Form of Executive Life Insurance Plan filed as Exhibit 10(h) to Form
10-K dated March 13, 1992, and incorporated herein by reference.
(i) Form of Director's Deferred Fee Plan filed as Exhibit 10(i) to Form
10-K dated March 13, 1992, and incorporated herein by reference.
(j) License Agreement, dated February 1, 1991, as amended, between the
Company and SWIMC, Inc. filed as Exhibit 10(j) to Form 10-K dated
March 15, 1993, and incorporated herein by reference.
(k) License Agreement, dated February 1, 1991, as amended, between the
Company and DIMC, Inc. filed as Exhibit 10(k) to Form 10-K dated
March 15, 1993, and incorporated herein by reference.
(l) Form of The Sherwin-Williams Company Management Incentive Plan filed
as Exhibit 10(l) to Form 10-K dated March 15, 1993, and incorporated
herein by reference.
(m) The Sherwin-Williams Company 1994 Stock Plan, as amended and
restated in its entirety, effective April 27, 1994, filed as
Exhibit 4(d) to Form S-8 Registration Statement No. 33-52227 dated
February 10, 1994, and incorporated herein by reference.
11. Computation of Net Income Per Share - See Note F to Condensed
Consolidated Financial Statements (unaudited).
99(a). Press Release dated July 20, 1994.
99(b). Press Release dated August 9, 1994.
<PAGE> 1
EXHIBIT 99(a)
[letterhead]
CLEVELAND, Ohio, July 20, 1994 -- The board of directors of The
Sherwin-Williams Company declared a regular quarterly dividend of $0.14 per
common share, payable on September 9, 1994 to shareholders of record August 26,
1994.
In addition, the board of directors authorized the Company to purchase,
in the aggregate, 6,000,000 shares of the Company's common stock for the
treasury. The purchases will be made from time to time for general corporate
purposes.
# # #
<PAGE> 1
EXHIBIT 99(b)
[letterhead]
CLEVELAND, Ohio, August 9, 1994 -- The Sherwin-Williams Company announced that
it has acquired the assets of The Old Quaker Paint Company of Ontario,
California, for an undisclosed purchase price. Old Quaker is a well recognized
paint brand and organization that has served the new residential construction
market in Southern California for over fifty years.
John Macatee, President of The Sherwin-Williams Paint Stores Group
said, "Old Quaker customers will continue to be served by the same high quality
Old Quaker products through Old Quaker stores, and the Victorville, California,
manufacturing plant will continue to produce Old Quaker products. Old Quaker
employees have joined The Sherwin-Williams Company and will continue to carry
out their functions with Sherwin-Williams' financial and operation support. We
expect product availability and customer service to dramatically improve as we
move to expand Old Quaker's customer base."
# # #
