<PAGE> 1
As filed with the Securities and Exchange Commission on November 22, 1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
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 IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
101 Prospect Ave., N.W., Cleveland, OH 44115 (216) 566-2000
- --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
L.E. Stellato
Vice President, General Counsel and Secretary
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
(216) 566-2000
- --------------------------------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. x
---
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. __
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Aggregate Offer- Registration Fee
Registered Registered per Share (1) ing Price(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value 385,572 shares $39.125 $15,085,505 $5,201.90
$1.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, using the average of
the high and low prices of the Common Stock reported on the New York Stock
Exchange on November 16, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE> 3
Subject to completion; dated November 22, 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
P R O S P E C T U S
THE SHERWIN-WILLIAMS COMPANY
385,572 SHARES OF COMMON STOCK
This Prospectus relates to up to 385,572 shares of Common Stock, par
value $1.00 per share (the "Shares"), of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which were issued pursuant to a private offering
on October 31, 1995 to the shareholders (the "Selling Shareholders") of White
Lightning Products Corp., a Delaware corporation ("White Lightning"), in
connection with the Company's agreement with White Lightning to acquire
substantially all of the assets of White Lightning. All of the Shares being
registered may be offered and sold from time to time by the Selling
Shareholders at market or negotiated prices with or without the use of
broker-dealers, agents or underwriters. See "Plan of Distribution." The Shares
are being registered for the account of the Selling Shareholders. See "Selling
Shareholders." The Company will not receive any proceeds from the sale of the
Shares.
The Company's Common Stock is traded on the New York Stock Exchange
(the "NYSE") under the symbol "SHW". The last reported sale price of the
Common Stock on November 21, 1995 was $39.75 per share, as reported on the
NYSE.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
____________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus (including the
material incorporated herein by reference) and, if given or made, such
information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares covered by this Prospectus by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so to
anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the
affairs of the Company since the date hereof.
____________________
The date of this Prospectus is ___________, 1995
1
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Midwest Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, reports, proxy statements and other information concerning
the Company may be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
Additional information regarding the Company and the Shares is
contained in the Registration Statement on Form S-3 (the "Registration
Statement") (of which this Prospectus forms a part) and the exhibits relating
thereto, filed with the Commission under the Securities Act of 1933, as
amended. Statements contained in this Prospectus as to the contents of any
contract, agreement or other document filed or incorporated by reference as an
exhibit to the Registration Statement are qualified in all respects by such
reference. The Registration Statement and any exhibits thereto may be
inspected without charge at the offices of the Commission at 450 Fifth Street,
N.W., Washington, DC 20549, and copies thereof may be obtained from the
Commission upon the payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates the following documents in this
Prospectus by reference: (a) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994; (b) the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1995; (c) the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1995; (d) the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1995; and (e) the
description of the Company's Common Stock included in the Company's
registration statement on Form S-8 filed with the Commission on April 28, 1989
under Section 12 of the Exchange Act and any other subsequent amendment or
report for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares covered by this Prospectus shall
be deemed to be incorporated by reference into this Prospectus and to be a part
of this Prospectus from the respective dates of the filing of such documents.
Any statement contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered (including any beneficial owner), upon the written or
oral request of such person, a copy of any and all of the
2
<PAGE> 5
information that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests should be directed to L.E.
Stellato, Secretary, The Sherwin-Williams Company, 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115, telephone (216) 566-2000.
THE COMPANY
The Sherwin-Williams Company, which was first incorporated under the
laws of the State of Ohio eighteen years after its founding in 1866, is engaged
in the manufacture, distribution and sale of coatings and related products to
professional, industrial, commercial and retail customers throughout North
America. The Company's principal executive offices are located at 101 Prospect
Avenue, N.W., Cleveland, Ohio 44115, and its telephone number is (216)
566-2000.
On November 9, 1995, the Company filed a Tender Offer Statement on
Schedule 14D-1 ("Schedule 14D-1"), which relates to the offer by a wholly-owned
subsidiary of the Company to purchase all of the outstanding shares of common
stock, par value $.01 per share, of Pratt & Lambert United, Inc., a New York
corporation. A copy of the Schedule 14D-1 may be examined and copies may be
obtained at the places and in the manner set forth in the section of this
Prospectus entitled "Available Information."
USE OF PROCEEDS
The Shares offered hereby are for the account of the Selling
Shareholders. Accordingly, the Company will not receive any proceeds from the
sale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares covered by this Prospectus were issued, subject to
certain post-closing adjustments, to the Selling Shareholders on October 31,
1995 in connection with the Company's agreement with White Lightning to
purchase substantially all of its assets.
The following table sets forth, as of the date hereof, the name of
each Selling Shareholder, a description of any position, office, or other
material relationship which each Selling Shareholder has had within the past
three years with the Company or any of its predecessors or affiliates, the
number of shares of Common Stock owned by each Selling Shareholder prior to
this offering and the number of Shares registered on behalf of each Selling
Shareholder pursuant hereto. No Selling Shareholder beneficially owns more
than one percent of the issued Common Stock as of the date hereof. No Selling
Shareholder beneficially owns any other shares of Common Stock as of the date
hereof. The information in the following table is as provided to the Company
by White Lightning and/or each Selling Shareholder.
<TABLE>
<CAPTION>
Number Number
of Shares Number of Shares
Owned prior of Shares to be
to the Registered Owned after
Name Offering(2) hereby(2) the Offering
---- ----------- ---------- ------------
<S> <C> <C> <C>
1991 Brotman Children's Trust 5,667 5,667 0
Charles P. and Kristina L. Alm 16,998 16,998 0
Atlantic Venture Partners II, L.P. 53,300 53,300 0
Bill Cummings Inc. Defined Benefit
Pension Plan 8,497 8,497 0
Arthur Wiser Buerk 16,993 16,993 0
Clack & Co. 16,998 16,998 0
Stanley G. Freimuth 16,998 16,998 0
Eugene H. Gans 550 550 0
Eugene M. Howerdd, Jr. 3,661 3,661 0
Kimball & Russell, Inc. 16,998 16,998 0
Edward C. Kries 366 366 0
Geraldine A. Lucks 5,412 4,251 1,161
William G. Lucks 4,247 4,247 0
M & R Family Limited Partnership(1) 65,896 65,896 0
Zane N. Markowitz 91 91 0
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
Number Number
of Shares Number of Shares
Owned prior of Shares to be
to the Registered Owned after
Name Offering(2) hereby(2) the Offering
---- ----------- ---------- ------------
<S> <C> <C> <C>
Harry Robert Marschalk 3,404 3,404 0
Grover Benjamin McClure 1,372 1,372 0
J. Steven McNaughton 91 91 0
John W. Meisenbach 5,667 5,667 0
David L. Mordy 3,884 3,884 0
Nelpar Partnership 10,200 10,200 0
William C. and Barbara J. Nelson 6,799 6,799 0
Frederick O. Paulsell Jr. Trust 5,663 5,663 0
R & V Trust 8,497 8,497 0
Robert W. Scherrer 366 366 0
Walter E. Schoenfeld 3,661 3,661 0
Menlo F. Smith Trust 16,994 16,994 0
Thomas P. Taylor 732 732 0
Duane C. Victor 8,497 8,497 0
Victor Family Limited Partnership(1) 14,643 14,643 0
Hardy McKay Viener 677 677 0
Justin Peck Viener 677 677 0
Karen Marschalk Viener 3,661 3,661 0
Michael James Viener 58,576 58,576 0
</TABLE>
1. In connection with the acquisition of substantially all of the assets
of White Lightning by the Company, G. Roger Victor has entered into a
consulting agreement pursuant to which he will serve as a consultant
to the Company. Mr. Victor is the President and Chief Executive
Officer of White Lightning and is a general partner of the Victor
Family Limited Partnership and the M & R Family Limited Partnership.
2. The foregoing table includes the number of Shares set forth below
being held in escrow pursuant to (a) an Indemnity Escrow Agreement
among the Company, White Lightning and Seattle-First National Bank
and (b) a Net Worth Escrow Agreement among the Company, White
Lightning and Seattle-First National Bank. Such Shares are being
held in escrow (a) pending the determination of the value of the
assets being purchased by the Company pursuant to a purchase price
adjustment, (b) as security for the obligations of White Lightning to
indemnify the Company against certain losses, and (c) as security for
certain amounts that may be due or become due from White Lightning
to any taxing authority.
<TABLE>
<CAPTION>
Number of Shares
Name Held in Escrow
---- --------------
<S> <C>
1991 Brotman Children's Trust 345
Charles P. and Kristina L. Alm 1,036
Atlantic Venture Partners II, L.P. 3,248
Bill Cummings Inc. Defined Benefit
Pension Plan 518
Arthur Wiser Buerk 1,035
Clack & Co. 1,036
Stanley G. Freimuth 1,036
Eugene H. Gans 34
Eugene M. Howerdd, Jr. 223
Kimball & Russell, Inc. 1,036
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
Number of Shares
Name Held in Escrow
---- --------------
<S> <C>
Edward C. Kries 22
Geraldine A. Lucks 260
William G. Lucks 259
M & R Family Limited Partnership 4,015
Zane N. Markowitz 5
Harry Robert Marschalk 207
Grover Benjamin McClure 83
J. Steven McNaughton 5
John W. Meisenbach 345
David L. Mordy 237
Nelpar Partnership 622
William C. and Barbara J. Nelson 415
Frederick O. Paulsell Jr. Trust 345
R & V Trust 518
Robert W. Scherrer 22
Walter E. Schoenfeld 223
Menlo F. Smith Trust 1,035
Thomas P. Taylor 44
Duane C. Victor 518
Victor Family Limited Partnership 892
Hardy McKay Viener 41
Justin Peck Viener 41
Karen Marschalk Viener 223
Michael James Viener 3,570
</TABLE>
3. Because the Selling Stockholders may offer all or part of the Shares
which they hold pursuant to the offering contemplated by this
Prospectus, no estimate can be given as to the amount of Shares that
will be offered by each Selling Stockholder pursuant to this
Prospectus. See "Plan of Distribution."
PLAN OF DISTRIBUTION
Any or all of the Shares offered hereby may be sold from time to time
by the Selling Shareholders. No Selling Shareholder is required to offer any
of the Shares. The Selling Shareholders may sell the Shares in transactions on
the NYSE, in negotiated transactions, or by a combination of such methods of
sale. The Shares may be offered at fixed prices which may be changed, at
prices relating to market prices or at negotiated prices. Such prices will be
determined by each Selling Shareholder or by agreement between a Selling
Shareholder and his or her underwriter, broker-dealer or agent.
Any underwriters, broker-dealers or agents participating in the
distribution of the Shares may receive compensation in the form of underwriting
discounts, concessions, commissions or fees from the Selling Shareholders
and/or the purchasers of the Shares for whom they may act. The Selling
Shareholders and any underwriters, broker-dealers or agents that participate in
the distribution of the Shares may be deemed to be underwriters under the
Securities Act (although neither the Company nor the Selling Shareholders so
concede), and any profits on the sale of Shares by them and any discounts,
commissions or concessions received by any of such persons may be deemed to be
underwriting discounts and commissions under the Securities Act. Compensation
as to a particular underwriter, broker-dealer or agent might be in excess of
customary commissions. In addition, the Shares which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Registration Rights Agreement between the Company and the Selling
Shareholders ("Registration Rights Agreement") provides that the
5
<PAGE> 8
Company will file a registration statement with respect to the Shares and use
its best efforts to maintain the effectiveness of such registration statement
until the earlier of (a) the date all the Shares have been sold pursuant hereto
or (b) three (3) years (or such shorter period as provided in Rule 144) from
the date the Shares are received by the Selling Shareholders. The Company has
agreed to pay all the expenses incident to the Registration Statement and
certain other expenses related to the offering of the Shares, other than
underwriting fees, discounts or commissions attributable to the sale of the
Shares and certain other fees and expenses. The Registration Rights Agreement
also provides that the Company and each Selling Shareholder will indemnify each
other against certain liabilities and expenses in connection with the
Registration Statement.
LEGAL OPINIONS
The legality of the Shares being offered hereby has been passed upon
by L.E. Stellato, General Counsel of the Company. Mr. Stellato is also Vice
President and Secretary of the Company. At October 31, 1995, Mr. Stellato
beneficially owned 16,812 shares of Common Stock and held options to purchase
36,800 additional shares of Common Stock, of which 25,799 shares were
exercisable at such date.
EXPERTS
The consolidated financial statements and schedule of the Company
appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1994 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report and given upon the authority of such
firm as experts in accounting and auditing.
6
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable by the Company in connection with the issuance
and distribution of the Shares are set forth below. All amounts shown are
estimates, except for the registration fee.
Securities and Exchange
Commission registration fee. . . . . . . . $ 5,201.90
Accounting fees and expenses . . . . . . . . 5,000.00
Legal fees and expenses and Blue Sky
fees and expenses. . . . . . . . . . . . . 25,000.00
Miscellaneous . . . . . . . . . . . . . . . 2,000.00
---------
Total . . . . . . . . . . . . . . $37,201.90
None of the expenses incurred in connection with this Registration
Statement will be borne by the Selling Shareholders, except that each Selling
Shareholder will bear the legal expenses of any independent counsel employed by
such Selling Shareholder in connection with the Registration Statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Company's Code of Regulations, as amended April 27,
1988 ("Regulations"), filed as Exhibit 4(b) to Post-Effective Amendment No. 1
to Form S-8 Registration Statement Number 2-91401, dated April 29, 1988, is
incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to the indemnification of directors and officers of an Ohio
corporation and to Sections 1 and 2 of Article IV of the Regulations.
The Ohio Revised Code and Section 1 of Article IV of the Regulations
provide that the Company will indemnify its directors, officers, employees and
agents against amounts which may be incurred in connection with certain
actions, suits or proceedings under the circumstances as set out in Sections
1(a) and 1(b) of Article IV of the Regulations. However, the Ohio Revised Code
and Section 1 of Article IV of the Regulations limit indemnification in respect
of certain claims, issues or matters as to which such party is adjudged to be
liable for negligence or misconduct in performance of his duty to the Company
and also in actions in which the only liability asserted against a director is
for certain statutory violations. The Ohio Revised Code and Section 1 of
Article IV of the Regulations also provide that general indemnification
provisions as found in Sections 1(a) and 1(b) of Article IV of the Regulations
do not limit the remaining provisions of Article IV of the Regulations.
In addition, the Ohio Revised Code and Section 1(e) of Article IV of
the Regulations provide that the Company may pay certain expenses in advance of
the final disposition of an action if the person receiving the advance
undertakes to repay the advance if it is ultimately determined that the person
receiving the advance is not entitled to indemnification. Also, with certain
limited exceptions, expenses
II-1
<PAGE> 10
incurred by a director in defending an action must be paid by the Company as
they are incurred in advance of the final disposition if the director agrees
(i) to repay such advances if it is proved by clear and convincing evidence
that the director's action or failure to act involved an act or omission
undertaken with reckless disregard for the Company's interests and (ii) to
reasonably cooperate with the Company concerning the action.
The Company may from time to time maintain insurance on behalf of any
person who is or was a director or officer against any loss arising from any
claim asserted against such director or officer in any such capacity, subject
to certain exclusions. The Company also has entered into indemnification
agreements with its directors and certain of its officers providing protection
as permitted by law.
ITEM 16. EXHIBITS.
See the Exhibit Index at page II-6 of this Registration Statement.
ITEM 17. 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 of 1933;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424 (b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective 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
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities
II-2
<PAGE> 11
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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 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.
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-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CLEVELAND, AND STATE OF OHIO, ON THE 22ND DAY
OF NOVEMBER, 1995.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
--------------------------
L.E. Stellato, Secretary
II-3
<PAGE> 12
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 DATE INDICATED:
OFFICERS AND DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY:
<TABLE>
<S> <C>
*J.G. BREEN Chairman of the Board and Chief
- ------------------------ Executive Officer, Director
J.G. BREEN (Principal Executive Officer)
*T.A. COMMES President and Chief Operating
- ------------------------ Officer, Director
T.A. COMMES
*L.J. PITORAK Senior Vice President-Finance,
- ------------------------ Treasurer and Chief Financial
L.J. PITORAK Officer (Principal Financial
Officer)
*J.L. AULT Vice President-Corporate Controller
- ------------------------ (Principal Accounting Officer)
J.L. AULT
*J.M. BIGGAR Director
- ------------------------
J.M. BIGGAR
*L. CARTER Director
- ------------------------
L. CARTER
*D.E. EVANS Director
- ------------------------
D.E. EVANS
*R.W. MAHONEY Director
- ------------------------
R.W. MAHONEY
*W.G. MITCHELL Director
- ------------------------
W.G. MITCHELL
*A.M. MIXON Director
- ------------------------
A.M. MIXON
*H.O. PETRAUSKAS Director
- -----------------------
H.O. PETRAUSKAS
*R.K. SMUCKER Director
- ------------------------
R.K. SMUCKER
</TABLE>
II-4
<PAGE> 13
*The undersigned, by signing his name hereto, does sign and execute
this Registration Statement on behalf of the designated Officers and Directors
of The Sherwin-Williams Company pursuant to Powers of Attorney executed on
behalf of each of such Officers and Directors which are filed as an Exhibit
hereto.
By: /s/ L.E. Stellato November 22, 1995
-------------------------------
L.E. STELLATO, Attorney-in-fact
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
4(a) Amended Articles of Incorporation of the Company, as amended April 28, 1993, filed as
Exhibit 4(a) to Form S-8 Registration Statement No. 33-52227, dated February 10, 1994,
and incorporated herein by reference.
4(b) Regulations of the Company, as amended, dated April 27, 1988, filed as Exhibit 4(b) to
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 2-91401, dated
April 29, 1988, and incorporated herein by reference.
4(c) 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.
</TABLE>
II-6
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
5 Opinion of Counsel dated November 22, 1995 (filed herewith).
23(a) Consent of Ernst & Young LLP, Independent Auditors (filed herewith).
23(b) Consent of L.E. Stellato (set forth in his opinion filed herewith as
Exhibit 5).
24 Powers of Attorney and related certified resolution of the Company
(filed herewith).
99 Form of Registration Rights Agreement between the Company and the Selling
Shareholders (filed herewith).
</TABLE>
II-7
<PAGE> 1
EXHIBIT 5
THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
Louis E. Stellato
Vice President, General Counsel and Secretary
November 22, 1995
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
RE: REGISTRATION STATEMENT ON FORM S-3 OF THE SHERWIN-WILLIAMS
COMPANY
Gentlemen:
As General Counsel for The Sherwin-Williams Company, an Ohio
corporation (the "Company"), I am delivering this opinion for use as an Exhibit
to the Registration Statement on Form S-3 (the "Registration Statement")
relating to shares of Common Stock, par value $1.00 per share, of the Company
issued in connection with that certain Agreement and Plan of Reorganization,
dated August 11, 1995, by and between the Company and White Lightning Products
Corp. With respect thereto, I have examined:
A. The Registration Statement, including the Exhibits filed
therewith and the Prospectus related thereto; and
B. Such other documents and instruments as I have deemed
necessary to render the opinion set forth below.
Based upon the foregoing, I am of the opinion that shares of Common
Stock, when sold pursuant to and in the manner contemplated by the Registration
Statement, will be legally issued, fully paid and nonassessable.
I am a member of the Bar of the State of Pennsylvania and do not
purport to be an expert in, nor do I express any opinion with respect to, the
laws of any jurisdiction other than the Federal laws of the United States and
the laws of the States of Ohio and Pennsylvania.
I am delivering this opinion solely in connection with the filing of
the Registration Statement. This letter may not be relied upon for any other
purpose or by any person other than the directors and officers of the Company.
<PAGE> 2
The Sherwin-Williams Company
November 22, 1995
Page Two
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me, in my capacity as General
Counsel of the Company, under the caption "Legal Opinions" in the Registration
Statement.
Very truly yours,
/s/ Louis E. Stellato
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The
Sherwin-Williams Company for the registration of shares of its common stock and
to the incorporation by reference therein of our report dated January 19, 1995,
with respect to the consolidated financial statements and schedule of The
Sherwin-Williams Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
Cleveland, Ohio ERNST & YOUNG LLP
November 21, 1995
/s/ Ernst & Young LLP
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer and Director of The Sherwin-Williams Company,
an Ohio corporation, which corporation anticipates filing with the Securities
and Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints T.A. Commes, L.J. Pitorak and L.E.
Stellato, and each of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other
documents in connection therewith, with the Securities and Exchange Commission
and any national securities exchange, granting unto said attorneys, and each
one of them, full power and authority to do and perform any and all acts and
things whatsoever required and necessary to be done in the premises, hereby
ratifying and approving the acts of said attorneys, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: April 27, 1995 /s/ J. G. Breen
------------------------------------
J. G. BREEN
Chairman and Chief Executive
Officer, Director
<PAGE> 2
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer and Director of The Sherwin-Williams Company,
an Ohio corporation, which corporation anticipates filing with the Securities
and Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, L.J. Pitorak and L.E.
Stellato, and each of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other
documents in connection therewith, with the Securities and Exchange Commission
and any national securities exchange, granting unto said attorneys, and each
one of them, full power and authority to do and perform any and all acts and
things whatsoever required and necessary to be done in the premises, hereby
ratifying and approving the acts of said attorneys, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: April 27, 1995 /s/ T. A. Commes
-----------------------------------
T. A. Commes
President and Chief Operating
Officer, Director
<PAGE> 3
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes and L.E.
Stellato, and each of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacity
indicated below, said Registration Statement and any and all amendments thereto
(including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other
documents in connection therewith, with the Securities and Exchange Commission
and any national securities exchange, granting unto said attorneys, and each
one of them, full power and authority to do and perform any and all acts and
things whatsoever required and necessary to be done in the premises, hereby
ratifying and approving the acts of said attorneys, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: April 27, 1995 /s/ L. J. Pitorak
-----------------------------------
L. J. Pitorak
Senior Vice President - Finance,
Treasurer and Chief Financial
Officer
<PAGE> 4
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 27, 1995 /s/ J. L. Ault
-----------------------------------
J. L. Ault
Vice President - Corporate
Controller
<PAGE> 5
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 26, 1995 /s/ James M. Biggar
-----------------------------------
J. M. Biggar
Director
<PAGE> 6
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 28, 1995 /s/ Leigh Carter
-----------------------------------
L. Carter
Director
<PAGE> 7
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 28, 1995 /s/ D. E. Evans
-----------------------------------
D. E. Evans
Director
<PAGE> 8
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 28, 1995 /s/ R. W. Mahoney
-----------------------------------
R. W. Mahoney
Director
<PAGE> 9
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 27, 1995 /s/ W. G. Mitchell
------------------------------------
W. G. Mitchell
Director
<PAGE> 10
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: May 7, 1995 /s/ A. M. Mixon
----------------------------
A. M. Mixon, III
Director
<PAGE> 11
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 26, 1995 /s/ H. O. Petrauskas
------------------------------------
H. O. Petrauskas
Director
<PAGE> 12
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement for its Common Stock, par value $1.00 per
share, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak
and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all supplements and exhibits thereto and any and all applications or
other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys, or any of them or
any substitutes.
Executed the date set opposite my name.
Date: April 26, 1995 /s/ R. K. Smucker
-----------------------------------
R. K. Smucker
Director
<PAGE> 13
CERTIFICATE
I, the undersigned, Secretary of The Sherwin-Williams Company (the
"Corporation"), hereby certify that attached hereto is a true and complete copy
of a resolution of the Directors of the Corporation, duly adopted at a meeting
held on October 11, 1995, and that such resolution is in full force and effect
and has not been amended, modified, revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have executed this certificate as of this 22nd
day of November, 1995.
/s/ L.E. Stellato
------------------------------------
L.E. Stellato,
Secretary
<PAGE> 14
FURTHER RESOLVED, that the appropriate officers of the Company are each hereby
authorized (i) to execute and deliver a power of attorney appointing J.G.
Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato or any of them to act as
attorneys-in-fact for the Company and for such officers for the purpose of
executing and filing with the SEC, on behalf of the Company, such registration
statement and any and all amendments thereto (including post-effective
amendments) with all supplements and exhibits thereto and any and all
applications or other documents in connection therewith, with the SEC and any
national securities exchange; and (ii) to cause such registration statement,
amendment, supplement or document to be executed by any proper officer, on
behalf of the Company, pursuant to such power of attorney;
<PAGE> 1
EXHIBIT 99
FORM OF REGISTRATION RIGHTS AGREEMENT
-------------------------------------
1. Registration Procedures and Expenses. Sherwin-Williams shall:
(a) as soon as practicable, but no later than thirty (30)
days after the Closing Date established pursuant to
that certain Agreement and Plan of Reorganization
entered into between Sherwin-Williams and White
Lightning Products Corp., prepare and file with the
Securities and Exchange Commission (the "Commission")
a registration statement on a form available for the
sale of the Shares from time to time in the market or
in privately-negotiated transactions;
(b) use its best efforts, subject to receipt of necessary
information from the Shareholders, to cause such
registration statement to become effective as soon as
practicable after the filing thereof;
(c) prepare and file with the Commission such amendments
and supplements to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement
effective until the earlier of (i) the date all the
Shares have been sold pursuant thereto or (ii) three
(3) years (or such shorter period as provided in Rule
144 of the Securities Act) from the date the Shares
are received by the Shareholders;
(d) furnish to each Shareholder with respect to the
Shares registered on such registration statement (and
to each underwriter, if any, of such Shares) such
number of copies of prospectuses and preliminary
prospectuses in conformity with the requirements of
the Securities Act and such other documents as the
Shareholder may reasonably request, in order to
facilitate the public sale or other disposition of
all or any of the Shares by the Shareholder,
provided, however, that the obligation of
Sherwin-Williams to deliver copies of prospectuses or
preliminary prospectuses to the Shareholder shall be
subject to the receipt by Sherwin-Williams of
reasonable assurances from the Shareholder that the
Shareholder will comply with the applicable
provisions of the Securities Act and of such other
securities or blue sky laws as may be applicable in
connection with any use of such prospectuses or
preliminary prospectuses;
(e) file documents required for blue sky clearance for
the sale of the Shares in states specified in writing
by any Shareholder;
<PAGE> 2
- 2 -
(f) bear all expenses in connection with the procedures
in paragraphs (a) through (e) of this Section 1 and
the registration of the Shares on such registration
statement and the satisfaction of the blue sky laws
of such states, including but not limited to all
registrations, exemptions, qualifications and filing
fees, printing expenses, fees and disbursements of
counsel for Sherwin-Williams, blue sky fees and
expenses, and excluding any underwriting discounts and
selling commissions, fees and expenses, if any, of
separate counsel or other independent advisors to
the Shareholder or other Shareholders.
Sherwin-Williams understands that the Shareholder disclaims being an
underwriter, but the Shareholder being deemed an underwriter shall not
relieve Sherwin-Williams of any obligation it has hereunder.
2. Transfer of Shares.
Shareholder understands and agrees that the Shares will be or are
restricted as to resale and agrees that Shareholder will only resell
the Shares pursuant to an effective registration statement or an
exemption from registration satisfactory to Sherwin-Williams for the
removal of the restricted transfer legend on the Shares. After the
registration of the Shares pursuant to Section 1 above, each
Shareholder agrees that, during the period the registration statement
remains effective, such Shareholder:
(a) will not affect any disposition of the Shares that
would constitute a sale within the meaning of the
Securities Act (a "Transfer") except as contemplated
in the registration statement referred to in Section
1; and
(b) will not make any sale of the Shares without
effectively causing the prospectus delivery
requirements under the Securities Act to be
satisfied.
3. Indemnification. For the purposes of this Section 3:
(a) the term "Selling Stockholder" shall include the
Shareholder and any affiliate of such Shareholder;
(b) the term "Registration Statement" shall include any
preliminary prospectus, final prospectus, exhibit or
amendment included in or relating to the registration
statement referred to in Section 1; and
(c) the term "untrue statement" shall include any untrue
statement or alleged untrue statement, or any
omission or alleged omission to state in the
registration statement a material fact required to be
stated therein
<PAGE> 3
- 3 -
or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
Sherwin-Williams shall defend, indemnify and hold harmless the
Shareholders and each of them from any obligation, liability, claim,
loss, cost, suit, damage, action, proceeding or cause of action
including, without limitation, attorneys' fees and expenses
(collectively, "Claims") arising from or pertaining to: (i) the
registration of the Shares described in this Section IV and/or the
registration or exemption of the Shares under state blue sky laws,
including but not limited to all Claims arising under federal and
state securities laws and including (except as expressly set forth
below) any misrepresentation or omission of a material fact contained
in the registration statement covering the Shares; and (ii) any
failure by Sherwin-Williams to fulfill any undertaking included in the
registration statement and/or this Section IV; provided, however, that
the foregoing shall not apply and instead a Shareholder shall be
obligated to defend, indemnify and hold harmless Sherwin-Williams (and
each person, if any, that controls Sherwin-Williams within the
meaning of Section 15 of the Securities Act, each officer of
Sherwin-Williams who signs the registration statement, and each
director of Sherwin-Williams) and the other Shareholders from any
Claim if and to the extent such Claim arises from or pertains to (a)
the failure of such indemnifying Shareholder to comply with the
covenants and agreements contained in Sections 2 and 6 of this Section
IV; and/or (b) any misrepresentation or omission of a material fact
contained, as of the effective date of any registration statement
covering the Shares, in information furnished to Sherwin-Williams by
or on behalf of such indemnifying Shareholder specifically for use in
the preparation of such registration statement.
Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is
to be sought against an indemnifying person pursuant to this Section
3, such indemnified person shall notify the indemnifying person in
writing of such claim or of the commencement of such action, and,
subject to the provisions hereinafter stated, in case any such action
shall be brought against an indemnified person and such indemnifying
person shall have been notified thereof, such indemnifying person
shall be entitled to participate therein, and, to the extent it shall
wish, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to
assume the defense thereof, such indemnifying person shall not be
liable to such indemnified person for any legal expenses subsequently
incurred by such indemnified person in connection with the defense
thereof, provided, however, that if there exists or shall exist a
conflict of interest that would make it inappropriate in the
reasonable judgment of the indemnified person for the same counsel to
represent both the indemnified person and such indemnifying person or
any affiliate or associate thereof, the indemnified person shall be
entitled to retain its own counsel at the expense of such indemnifying
person.
<PAGE> 4
- 4 -
4. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed upon the transferability of the Shares shall cease and
terminate as to any particular number of the Shares when such Shares
shall have been effectively registered under the Securities Act
and sold or otherwise disposed of in accordance with the intended
method of disposition set forth in the registration statement covering
such Shares.
5. INFORMATION AVAILABLE. So long as any registration statement is
effective covering the resale of Shares, Sherwin-Williams will furnish
to each Shareholder:
(a) as soon as practicable after available (but in the
case of Sherwin-Williams' Annual Report to
Shareholders, within 120 days after the end of each
fiscal year of Sherwin-Williams, if then available),
one copy of (i) its Annual Report to Shareholders,
(ii) if not included in substance in the Annual
Report to Shareholders, its annual report on Form
10-K, (iii) each of its Quarterly Reports to
Shareholders, and its quarterly report on Form 10-Q,
and (iv) a full copy of the particular registration
statement covering the Shares (the foregoing, in each
case, excluding exhibits); and
(b) upon the reasonable request of the Shareholder, all
exhibits excluded by the parenthetical to
subparagraph (a) (iv) of this Section 5 and all other
information that is generally available to the
public;
and Sherwin-Williams, upon the reasonable request of the Shareholder,
will meet with the Shareholder or a representative thereof at
Sherwin-Williams' headquarters to discuss all information relevant for
disclosure in any registration statement covering the Shares and will
otherwise cooperate with any Shareholder conducting an investigation
for the purpose of reducing or eliminating such Shareholders' exposure
to liability under the Securities Act, including the production of
information at Sherwin-Williams' headquarters.
6. NO SALE PERIODS. Sherwin-Williams will notify each Shareholder, at
any time when a prospectus relating to the registered Shares is
required to be delivered under the Securities Act, if Sherwin-Williams
becomes aware of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a
material fact required to be stated in the prospectus or necessary to
make the statements made in the prospectus not misleading in the light
of the then existing circumstances. Each Shareholder agrees not to
effect a sale of the Shares pursuant to the registration statement
during any period that Sherwin-Williams reasonably requests due to the
existence of information relating to events outside the ordinary
course of Sherwin-Williams' business that has not been publicly
disclosed, it being understood and agreed that Sherwin-Williams is
under no obligation to disclose any such information for the purpose
of permitting any such sale.
<PAGE> 5
- 5 -
7. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed by first-class
registered or certified air mail, postage prepaid, and shall be deemed
given when so mailed:
(a) if to Sherwin-Williams, to The Sherwin-Williams
Company, Legal Department, 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115, Attn: Stephen J. Perisutti;
(b) if to the Shareholder, at the address as set forth in
this document, or at such other address or addresses
as may have been furnished to Sherwin-Williams in
writing; or
(c) if to any transferee or transferees of the
Shareholder, at such address or addresses as shall
have been furnished to Sherwin-Williams at the time
of the transfer or transfers, or at such other
address or addresses as may have been furnished by
such transferee or transferees to Sherwin-Williams in
writing.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio and the United States of
America.
9. SURVIVAL. The representations, covenants, rights and obligations set
forth in this Agreement shall remain in effect throughout the
effectiveness of any registration statement covering the Shares and
for a period of six years thereafter.
