<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1995
Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115
- ---------------------------------------------- --------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE SHERWIN-WILLIAMS COMPANY
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
----------------------------------------
(FULL TITLE OF THE PLAN)
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 AND ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1,2) Offering Price per Aggregate Offering Registration Fee
Share(3) Price(3)
<S> <C> <C> <C> <C>
Common Stock
Par Value $1.00 6,000,000 $34.9375 $209,625,000 $72,284.48
<FN>
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
</TABLE>
<PAGE> 2
2 In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
as may be issuable as a result of the anti-dilution provisions of the employee
benefit plan described herein.
3 In accordance with Rule 457 under the Securities Act of 1933, this figure is
based on the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange on August 24, 1995 and is used solely for the
purpose of determining the Registration Fee.
<PAGE> 3
REGISTRATION OF ADDITIONAL SHARES
Pursuant to Instruction E of Form S-8, this Registration Statement
registers an additional 6,000,000 shares of the Registrant's Common Stock, par
value $1.00, to be available for purchase under The Sherwin-Williams Company
Employee Stock Purchase and Savings Plan ("Plan"). The Registrant previously
registered shares of its Common Stock for purchase under the Plan on
Post-Effective Amendment Number 5 to Registration Statement Number 2-80510,
filed on Form S-8. The contents of such Registration Statement, including all
exhibits thereto, are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See the Exhibit Index at page 6 of this Registration Statement.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CLEVELAND, AND STATE OF OHIO, ON THE 30TH DAY
OF AUGUST, 1995
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
------------------------------
L.E. Stellato, Secretary
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:
*J.G. BREEN Chairman of the Board and Chief
---------- Executive Officer, Director
J.G. BREEN (Principal Executive Officer)
3
<PAGE> 4
*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
J.L. AULT Accounting Officer)
*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, III Director
- ------------------
A.M. MIXON, III
*H.O. PETRAUSKAS Director
- ------------------
H.O. PETRAUSKAS
*R.K. SMUCKER Director
- ------------------
R.K. SMUCKER
*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 August 30, 1995
----------------------------------
L.E. Stellato, Attorney-in-fact
4
<PAGE> 5
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
SHERWIN-WILLIAMS COMPANY EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN 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 30TH DAY OF AUGUST, 1995
THE SHERWIN-WILLIAMS COMPANY EMPLOYEE
STOCK PURCHASE AND SAVINGS PLAN BY THE
SHERWIN-WILLIAMS COMPANY EMPLOYEE
STOCK PURCHASE AND SAVINGS PLAN
ADMINISTRATION COMMITTEE AS NAMED
FIDUCIARY AND NOT IN ITS INDIVIDUAL
CAPACITY
By: /s/ L.E. Stellato
-------------------------------
L.E. Stellato, Member of
The Sherwin-Williams Company
Employee Stock Purchase and
Savings Plan Administration
Committee
5
<PAGE> 6
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
23 Consent of Ernst & Young LLP, Independent
Auditors (filed herewith).
24 Powers of Attorney (filed herewith).
6
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
incorporated by reference in the Registration Statement (Form S-8) pertaining
to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan and to
the incorporation by reference therein of our reports (a) dated January 19,
1995, with respect to the consolidated financial statements and schedules of
The Sherwin-Williams Company included in its Annual Report (Form 10-K) and (b)
dated June 23, 1995 with respect to the financial statements of The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan included in
the Plan's Annual Report (Form 11-K), both for the year ended December 31,
1994, filed with the Securities and Exchange Commission.
Cleveland, Ohio
August 29, 1995 ERNST & YOUNG LLP
/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, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and any rules and regulations of the
Securities and Exchange Commission, a Form S-8 for the purpose of filing a
Registration Statement for its Common Stock, par value $1.00 per share, to be
available for purchase pursuant to The Sherwin-Williams Company Employee Stock
Purchase and Savings Plan, hereby constitutes and appoints T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 29, 1995 /s/ J.G. Breen
-------------------------
J.G. BREEN
Chairman of the Board 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, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and any rules and regulations of the
Securities and Exchange Commission, a Form S-8 for the purpose of filing a
Registration Statement for its Common Stock, par value $1.00 per share, to be
available for purchase pursuant to The Sherwin-Williams Company Employee Stock
Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes or L.E.
Stellato, or any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacities
indicated below, said proposed Registration Statement and any and all
amendments, supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange Commission or any
national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ L. Carter
-----------------------------
L. CARTER
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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 27, 1995 /s/ D.E. Evans
-----------------------------
D.E. EVANS
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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 25, 1995 /s/ R.W. Mahoney
----------------------------
R.W. MAHONEY
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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ W.G. Mitchell
----------------------------
W.G. MITCHELL
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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 29, 1995 /s/ A.M. Mixon
-----------------------------
A.M. MIXON,III
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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 25, 1995 /s/ H.O. Petrauskas
----------------------------
H.O. PETRAUSKAS
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, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with 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 and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ R.K. Smucker
-----------------------------
R.K. SMUCKER
Director
