<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 September 30, 1995
------------------
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 -- 84,958,330 shares as of October 31, 1995.
<PAGE> 2
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
<TABLE>
<CAPTION>
Three months ended Sept. 30, Nine months ended Sept. 30,
---------------------------- ---------------------------
1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 911,387 $ 876,743 $ 2,532,912 $ 2,396,431
Costs and expenses:
Cost of goods sold 520,889 499,214 1,461,908 1,378,237
Selling, general and administrative expenses 273,970 261,595 809,630 765,146
Interest expense 612 824 1,821 2,522
Interest and net investment income (2,997) (1,999) (7,623) (5,231)
Other (52) 3,143 2,274 6,330
- ------------------------------------------------------------------------------------------------------------------
792,422 762,777 2,268,010 2,147,004
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes 118,965 113,966 264,902 249,427
Income taxes 44,017 42,737 98,014 93,535
- ------------------------------------------------------------------------------------------------------------------
Net income $ 74,948 $ 71,229 $ 166,888 $ 155,892
==================================================================================================================
Net income per share $ 0.87 $ 0.83 $ 1.95 $ 1.79
==================================================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE> 3
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars
<TABLE>
<CAPTION>
SEPT. 30, Dec. 31, Sept. 30,
1995 1994 1994
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 211,308 $ 251,415 $ 147,570
Short-term investments 5,000
Accounts receivable, less allowance 417,218 310,984 388,636
Inventories:
Finished goods 391,819 396,299 380,123
Work in process and raw materials 73,694 62,921 63,064
- ------------------------------------------------------------------------------------------------------------------
465,513 459,220 443,187
Other current assets 183,885 167,005 170,112
- ------------------------------------------------------------------------------------------------------------------
Total current assets 1,282,924 1,188,624 1,149,505
Deferred pension assets 231,671 225,962 223,118
Other assets 152,346 138,243 146,619
Property, plant and equipment 964,313 892,553 880,981
Less allowances for depreciation and
amortization 521,723 483,351 476,277
- ------------------------------------------------------------------------------------------------------------------
442,590 409,202 404,704
- ------------------------------------------------------------------------------------------------------------------
Total assets $ 2,109,531 $ 1,962,031 $ 1,923,946
==================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 262,587 $ 258,930 $ 241,110
Compensation and taxes withheld 77,675 79,110 73,743
Other accruals 224,175 218,240 203,326
Accrued taxes 53,684 40,768 41,024
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities 618,121 597,048 559,203
Long-term debt 22,711 20,465 20,484
Postretirement benefits other than pensions 175,264 172,114 167,825
Other long-term liabilities 114,699 119,060 119,932
Shareholders' equity
Common stock - $1.00 par value:
85,105,727, 84,825,830 and 85,544,337
shares outstanding at Sept. 30, 1995,
December 31, 1994 and Sept. 30, 1994,
respectively 100,933 100,370 100,280
Other capital 168,626 159,562 156,581
Retained earnings 1,222,065 1,096,066 1,077,369
Cumulative foreign currency translation
adjustment (20,375) (20,006) (20,175)
Treasury stock, at cost (292,513) (282,648) (257,553)
- ------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 1,178,736 1,053,344 1,056,502
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 2,109,531 $ 1,962,031 $ 1,923,946
==================================================================================================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE> 4
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of dollars
<TABLE>
<CAPTION>
Nine months ended Sept. 30,
--------------------------
1995 1994
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS
Net income $ 166,888 $ 155,892
Non-cash adjustments:
Depreciation and amortization 45,987 43,536
Amortization of intangible assets 10,152 9,800
Increase in deferred pension assets (5,709) (8,535)
Other 11,359 13,195
Change in current assets and liabilities-net (94,898) (108,287)
Costs incurred for disposition of operations (3,766) (4,106)
Other (9,053) (5,014)
- ---------------------------------------------------------------------------------------------
Net operating cash 120,960 96,481
INVESTING
Capital expenditures (74,967) (56,930)
Short-term investments (5,000) 39,700
Acquisition of assets (33,896) (9,197)
Other (6,075) 562
- ---------------------------------------------------------------------------------------------
Net investing cash (119,938) (25,865)
FINANCING
Payments of long-term debt (784) (19,183)
Payments of cash dividends (40,890) (36,381)
Treasury stock acquired (9,865) (103,053)
Proceeds from stock options exercised 7,794 4,822
Other 2,616 657
- ---------------------------------------------------------------------------------------------
Net financing cash (41,129) (153,138)
- ---------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (40,107) (82,522)
Cash and cash equivalents at beginning of period 251,415 230,092
- ---------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 211,308 $ 147,570
=============================================================================================
Taxes paid on income $ 86,348 $ 96,159
Interest paid on debt 1,447 2,280
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE> 5
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Periods ended September 30, 1995 and 1994
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, 1994. 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 nine months
ended September 30, 1995 are not necessarily indicative of the results to be
expected for the fiscal year ending December 31, 1995.
NOTE B--DIVIDENDS
Dividends paid on common stock during each of the first three quarters of 1995
and 1994 were $.16 per share and $.14 per share, respectively.
NOTE C--INVESTMENT IN LIFE INSURANCE
The Company invests in broad-based corporate owned life insurance. The cash
surrender value of the policies, net of policy loans, are 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 Nine months ended
Thousands of dollars Sept. 30, Sept. 30,
------------------------- -------------------------
1995 1994 1995 1994
------ -------- ------- --------
<S> <C> <C> <C> <C>
Dividend and royalty income $1,032 $ 941 $ 8,848 $ 6,377
Provisions for environmental
remediation (3,000) (2,000)
Provisions for disposition and
termination of operations (1,500)
Net expense of financing and
investing activities (2,388) (4,554) (6,815) (9,821)
</TABLE>
The net expense of financing and investing activities 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, in 1994, the premium associated with the
retirement of $13,100,000 principal of outstanding 9.875 percent debentures.
NOTE E--RECLASSIFICATION
Certain amounts in the 1994 financial statements have been reclassified to
conform with the 1995 presentation.
<PAGE> 6
NOTE F--COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three months ended Nine months ended
Thousands of dollars, except per share data Sept. 30, Sept. 30,
------------------------------ ------------------------------
1995 1994 1995 1994
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Fully Diluted
Average shares outstanding 85,219,169 85,525,316 85,160,079 86,638,453
Options - treasury stock method 547,742 563,310 556,301 593,639
Assumed conversion of 6.25% Convertible
Subordinated Debentures 68,174 5,295 72,967
---------- ---------- ---------- -----------
Average fully diluted shares 85,766,911 86,156,800 85,721,675 87,305,059
========== ========== ========== ===========
Net income $ 74,948 $ 71,229 $ 166,888 $ 155,892
Add 6.25% Convertible Subordinated Debentures
interest - net of tax 1 6
---------- ---------- ---------- -----------
Net income applicable to fully diluted shares $ 74,948 $ 71,230 $ 166,888 $ 155,898
========== ========== ========== ===========
Net income per share $ 0.87 $ 0.83 $ 1.95 $ 1.79
========== ========== ========== ===========
Primary
Average shares outstanding 85,219,169 85,525,316 85,160,079 86,638,453
Options - treasury stock method 539,280 551,898 546,236 582,671
---------- ---------- ---------- -----------
Average shares and equivalents 85,758,449 86,077,214 85,706,315 87,221,124
========== ========== ========== ===========
Net income $ 74,948 $ 71,229 $ 166,888 $ 155,892
========== ========== ========== ===========
Net income per share $ 0.87 $ 0.83 $ 1.95 $ 1.79
========== ========== ========== ===========
</TABLE>
All 6.25% Convertible Subordinated Debentures outstanding at December 31, 1994
were converted to common stock during the first quarter of 1995 without
incurring further interest.
<PAGE> 7
NOTE G--BUSINESS SEGMENTS
Net External Sales/Operating Profit (Loss)
- -----------------------------------------
<TABLE>
<CAPTION>
Three months ended Sept. 30, Nine months ended Sept. 30,
-------------------------------------------- --------------------------------------------------
Thousands of dollars 1995 1994 1995 1994
--------------------- -------------------- ----------------------- ------------------------
NET OPERATING Net Operating NET OPERATING Net Operating
EXTERNAL PROFIT External Profit EXTERNAL PROFIT External Profit
SALES (LOSS) Sales (Loss) SALES (LOSS) Sales (Loss)
--------- --------- --------- -------- ----------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paint Stores $ 610,854 $ 59,308 $ 578,351 $ 53,093 $ 1,633,949 $ 112,414 $ 1,515,359 $ 99,613
Coatings 297,011 68,793 294,714 72,388 888,631 179,744 870,252 179,002
Other 3,522 3,128 3,678 2,470 10,332 9,031 10,820 7,409
--------- --------- --------- -------- ----------- --------- ----------- ----------
Segment totals $ 911,387 131,229 $ 876,743 127,951 $ 2,532,912 301,189 $ 2,396,431 286,024
========= ========= =========== ===========
Corporate expenses-net (12,264) (13,985) (36,287) (36,597)
--------- -------- --------- ----------
Income before income taxes $ 118,965 $ 113,966 $ 264,902 $ 249,427
========= ========= ========= ==========
====================================================================================================================================
</TABLE>
Intersegment Transfers
- ----------------------
<TABLE>
<CAPTION>
Three months ended Sept. 30, Nine months ended Sept. 30,
-------------------------------- ------------------------------------
Thousands of dollars 1995 1994 1995 1994
--------- -------- --------- ----------
<S> <C> <C> <C> <C>
Coatings $ 205,368 $ 208,423 $ 556,928 $ 557,475
Other 4,673 4,545 13,821 13,190
--------- -------- --------- ----------
Segment totals $ 210,041 $ 212,968 $ 570,749 $ 570,665
========= ========= ========= ==========
====================================================================================================================================
</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 4.0 percent in the third quarter and 5.7
percent in the first nine months over the comparable 1994 periods. Wholesale
volume gains in the Paint Stores Segment led to sales increases of 5.6 and 7.8
percent over last year for the quarter and nine months, respectively.
Wholesale customers include professional painter, contractor, industrial and
commercial maintenance accounts. Sales to retail customers continue to decline
from last year. Comparable-store sales were up 4.5 percent in the third quarter
and 7.3 percent in the first nine months. Sales in the Coatings Segment
increased 0.8 and 2.1 percent over last year in the third quarter and
year-to-date, respectively. Reduced retail demand continues to adversely
affect a portion of the sales in this segment. Revenue generated by real
estate operations in the Other Segment decreased slightly for the third quarter
and year-to-date due primarily to the disposition of certain revenue-
generating properties during late 1994.
Consolidated gross profit as a percent of sales declined to 42.8 percent from
43.1 percent for the third quarter and to 42.3 percent from 42.5 percent for
the first nine months. Margins in the Paint Stores Segment increased from last
year primarily due to gallon sales improvement combined with successful
implementation of selling price increases to partially offset increased raw
material costs. The Coatings Segment's margins decreased from last year for
the third quarter and year-to-date primarily due to increased raw material
costs combined with lower production volume.
Consolidated selling, general and administrative expenses as a percent of sales
were higher than last year for the third quarter and year-to-date. SG&A
expenses as a percent of sales were below last year in the Paint Stores Segment
due primarily to careful containment of SG&A spending throughout 1995. The
Coatings Segment's SG&A expenses as a percent of sales were higher than last
year due primarily to lower-than-planned sales and increased market
penetration costs earlier in the year for new customers in the Consumer Brands
Division.
Interest expense continues to decline from 1994 due to the normal maturities of
long-term debt and the acquisition of certain outstanding long-term debentures
during 1994. Net investment income was above last year for the third quarter
and first nine months due to increased investment yields in 1995 combined with
lower cash balances in 1994 which resulted from the purchase of common stock
for treasury purposes.
Other expenses decreased in the third quarter and first nine months from 1994.
Year-to-date dividend income exceeded last year due to increased amounts
received from certain unconsolidated subsidiaries of the Company. The net
expense of financing and investing activities is lower than last year for the
third quarter due primarily to a 1994 loss associated with long-term
investments offset somewhat by increased 1995 expenses related to the Company's
investment in broad-based corporate owned life insurance. In addition to these
factors, it is also lower for the first nine months due to the 1994 premium
associated with the acquisition of long-term debt.
Net income for the third quarter of 1995 increased to $74,948,000 or $.87 per
share from $71,229,000 or $.83 per share in 1994. Net income for the first
nine months of 1995 increased to $166,888,000 or $1.95 per share from
$155,892,000 or $1.79 per share in 1994.
<PAGE> 9
FINANCIAL CONDITION
- -------------------
The Company's financial position continues to be strong at the end of the third
quarter of 1995. Cash and cash equivalents decreased $40.1 million since year
end. The primary uses of cash during the first nine months of 1995 were
capital expenditures of $75 million, cash dividends of $40.9 million,
acquisitions of assets of $33.9 million and normal operating needs for
seasonally higher accounts receivable and inventories. Our current ratio
increased to 2.08 from 2.06 at the end of the third quarter primarily due to
increased cash, receivables and inventories. Since September 30, 1994, cash
and cash equivalents increased $63.7 million primarily due to cash generated by
operations of $275 million being offset by treasury stock acquisitions of $35
million, capital expenditures of $96.7 million, payments of cash dividends
totaling $52.9 million, acquisitions of assets of $33.9 million and normal
working capital needs. Short-term borrowings have not been utilized during
1995. The Company believes that sufficient cash flows should be generated from
operations to remain in an investment position for the remainder of the year.
Capital expenditures during the first nine months of 1995 represented primarily
the cost of remerchandising, remodeling or relocating paint stores, the
construction or expansion of distribution centers 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 third quarter of 1995, approximately 200,000 shares of our own stock
were acquired through open market purchases. In addition, approximately 83,400
shares were received in exchange from the exercise of stock options during the
first nine months. 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.
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, along with 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 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 that time.
The Company expects the environmental laws and regulations to impose
increasingly stringent requirements upon the Company and our industry in the
future. The Company believes it conducts its operations in compliance with
applicable environmental laws and regulations and has implemented various
programs designed to protect the environment and ensure continued compliance.
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.
<PAGE> 10
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. These environmental-related accruals are adjusted as information
becomes available upon which more accurate 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.
PART II. OTHER INFORMATION
Item 1. Legal Proceeding.
-----------------
The civil administrative action instituted against the Company by
the United States Environmental Protection Agency on September 27,
1994 was settled by the Company on August 31, 1995. Under the
terms of the settlement, the Company agreed to pay a fine of
$105,000 and further agreed to conduct an internal audit of certain
relevant records of its Specialty Division to ensure compliance of
such division with the Emergency Planning and Community Right to
Know Act.
Item 5. Other Information.
------------------
See attached Press Release.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
(11) Computation of Net Income Per Share -- See Note F to
Condensed Consolidated Financial Statements (Unaudited).
(27) Financial Data Schedule for the period ended September
30, 1995.
(99) Press Release dated November 6, 1995.
(b) Reports on Form 8-K
None.
<PAGE> 11
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
November 13, 1995 By: /s/ J.L. Ault
-------------
J.L. Ault
Vice President-Corporate Controller
November 13, 1995 By: /s/ L.E. Stellato
-----------------
L.E. Stellato
Vice President, General Counsel and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED SEPT. 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000089800
<NAME> THE SHERWIN-WILLIAMS COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 211,308
<SECURITIES> 5,000
<RECEIVABLES> 431,220
<ALLOWANCES> 14,002
<INVENTORY> 465,513
<CURRENT-ASSETS> 1,282,924
<PP&E> 964,313
<DEPRECIATION> 521,723
<TOTAL-ASSETS> 2,109,531
<CURRENT-LIABILITIES> 618,121
<BONDS> 22,711
<COMMON> 100,933
0
0
<OTHER-SE> 1,077,803
<TOTAL-LIABILITY-AND-EQUITY> 2,109,531
<SALES> 2,532,912
<TOTAL-REVENUES> 2,532,912
<CGS> 1,461,908
<TOTAL-COSTS> 1,461,908
<OTHER-EXPENSES> 2,274
<LOSS-PROVISION> 7,822
<INTEREST-EXPENSE> 1,821
<INCOME-PRETAX> 264,902
<INCOME-TAX> 98,014
<INCOME-CONTINUING> 166,888
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 166,888
<EPS-PRIMARY> 1.95
<EPS-DILUTED> 1.95
</TABLE>
<PAGE> 1
<TABLE>
<S> <C>
FOR IMMEDIATE RELEASE
Contact: Conway G. Ivy
SHERWIN Vice President, Corporate
WILLIAMS Planning and Development
(R) NEWS: 216-566-2102
- -------------------------------------------------------------------------------------------------------
The Sherwin-Williams Company - 101 Prospect Avenue, N.W. - Cleveland, Ohio 44115 - (216) 566-2140
</TABLE>
CLEVELAND, Ohio, November 6, 1995--The Sherwin-Williams Company (NYSE; SHW) and
Pratt & Lambert United, Inc. (NYSE; PLU) of Buffalo, New York, today jointly
announced that they had signed a merger agreement providing for Sherwin-Williams
to acquire all of the outstanding shares of Pratt & Lambert United for a cash
price of $35.00 per share, or a total purchase price of approximately $400
million. Sherwin-Williams also entered into an agreement with holders of
approximately 40 percent of Pratt & Lambert United's common stock,who have
granted an option to Sherwin-Williams to purchase their shares for $35.00 per
share.
Under the terms of the merger agreement, Sherwin-Williams will promptly
commence a cash tender offer for all outstanding common shares of Pratt &
Lambert United. Shares not purchased in the tender offer will be acquired in a
subsequent merger at $35.00 per share as soon as practicable after the
completion of the tender offer.
Pratt & Lambert United is principally engaged in the development,
production and sale of coatings and adhesives to the dealer, mass merchandiser,
home center and specialty markets. Pratt & Lambert merged with United Coatings
in August 1994, creating a company with approximately $500 million in annual
sales. The Company has nearly 2,000 employees.
In announcing the agreement, John G. Breen, Chairman and Chief Executive
Officer of Sherwin-Williams said, "We are pleased about the prospect of Pratt &
Lambert United joining The Sherwin-Williams Company. Pratt & Lambert has been a
great quality brand for independent dealers since 1849. United Coatings has been
an excellent supplier to the mass merchant market. The combination of these two
organizations into Sherwin-Williams will enchance our dedication, abilities and
commitment to serving consumers and customers utilizing these distribution
channels. Pratt & Lambert United's specialty business should also provide new
growth opportunities for us. Through the merging of our efforts we expect this
acquisition to add significant shareholder value in years to come."
Joseph J. Castiglia, Pratt & Lambert United's president and chief
executive officer said, "This transaction will position Pratt & Lambert United
as an important contributor to the nation's most successful paint company."
The information agent for the tender offer will be Beacon Hill Partners,
Inc. (1-800-755-5001).
###
