<PAGE> 1
As filed with the Securities and Exchange Commission on February 6, 1996
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-4
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 to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Aggregate Offering Registration Fee
per Share (1) Price (1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value $1.00 500,000 shares $42.0625 $21,031,250.00 $7,252.16
=========================================================================================================================
</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 January 31, 1996.
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
THE SHERWIN-WILLIAMS COMPANY
CROSS REFERENCE SHEET
Pursuant to Item 501 of Regulation S-K
<TABLE>
<CAPTION>
Form S-4 Item Number and Heading Location in Prospectus
-------------------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement Forepart of the Registration
and Outside Front Cover Page of and Outside Front Cover Page
Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page;
Pages of Prospectus Incorporation of Certain
Documents by Reference
3. Risk Factors, Ratio of Earnings to
Fixed Charges, and Other Information *
4. Terms of the Transaction *
5. Pro Forma Financial Information *
6. Material Contacts with the Company *
Being Acquired
7. Additional Information Required for *
Reoffering by Persons and Parties
Deemed to be Underwriters
8. Interests of Named Experts and Counsel Legal Opinions; Experts
9. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
10. Information with Respect to S-3 Available Information;
Registrants Incorporation of Certain
Documents by Reference; The
Company
11. Incorporation of Certain Information by Incorporation of Certain
Reference Documents by Reference
12. Information with Respect to S-2 or S-3 *
Registrants
13. Incorporation of Certain Information by *
Reference
14. Information with Respect to Registrants *
Other than S-2 or S-3 Registrants
15. Information with Respect to S-3 Companies *
16. Information with Respect to S-2 or S-3 *
Companies
17. Information with Respect to Companies *
Other than S-2 or S-3 Companies
18. Information if Proxies, Consents or *
Authorizations Are to be Solicited
19. Information if Proxies, Consents or *
Authorizations Are Not to be Solicited
or in an Exchange Offer
</TABLE>
[FN]
* Not applicable or answer negative upon the date of filing of this
Registration Statement. The Registrant may be required to provide the
information (or further information) in response to one or more of such items
under certain circumstances by means of a post-effective amendment to this
Registration Statement or supplement to the prospectus contained herein.
<PAGE> 4
Subject to completion; dated February 6, 1996
================================================================================
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
500,000 SHARES OF COMMON STOCK
This Prospectus relates to 500,000 shares of Common Stock, par value
$1.00 per share (the "Shares"), of The Sherwin-Williams Company, an Ohio
corporation (the "Company"), which may be offered and issued or reserved for
issuance by the Company from time to time in connection with the acquisition by
the Company, directly or indirectly, of other businesses or properties, or
interests therein. Shares may be issued in exchange for shares of common stock
(by merger or otherwise), partnership interests or assets representing an
interest, direct or indirect, in other companies or entities, or in exchange
for assets used in or related to the business of such other companies or
entities.
It is expected that the terms of acquisitions involving the issuance
of Shares will be determined by direct negotiations with the owners or
controlling persons of the businesses or properties, or interests therein, to
be acquired by the Company, or, in the case of entities that are more widely
held, through exchange offers to stockholders or documents soliciting
stockholder approval of mergers, consolidations or sales of assets. It is also
expected that Shares issued will be valued at prices reasonably related to
quoted market prices either at the time the terms of an acquisition are agreed
upon or at or about the time of delivery of such Shares. Underwriting
discounts or commissions will generally not be paid by the Company, although
finders' fees may be paid from time to time with respect to specific
acquisitions. Any person receiving any such fees may be deemed to be an
Underwriter within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not cover any resale of Shares
acquired hereunder, and no person is authorized to make use of this Prospectus
in connection with any such resale or distribution.
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 February 5, 1996 was $42.875 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.
____________________
The date of this Prospectus is ____________, 1996
1
<PAGE> 5
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.
TABLE OF CONTENTS
Page
----
Available Information...................................... 2
Incorporation of Certain Documents by Reference............ 3
The Company................................................ 3
Use of Proceeds............................................ 4
The Offering............................................... 4
Legal Opinions............................................. 5
Experts.................................................... 5
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-4 (the "Registration
Statement") (of which this Prospectus forms a part) and
2
<PAGE> 6
the exhibits relating thereto, filed with the Commission under the Securities
Act. Statements contained in this Prospectus as to any 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; (e) the Company's
Current Report on Form 8-K dated January 8, 1996; (f) Pratt & Lambert United,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994;
and (g) 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 the Securities 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.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (EXCLUDING CERTAIN
EXHIBITS) ARE AVAILABLE UPON REQUEST FROM THE SHERWIN-WILLIAMS COMPANY, 101
PROSPECT AVENUE, N.W., CLEVELAND, OHIO 44115, ATTENTION: CORPORATE SECRETARY,
TELEPHONE: (216) 566-2000. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE BY A DATE WHICH IS FIVE DAYS PRIOR TO THE
DATE ON WHICH THE FINAL INVESTMENT DECISION MUST BE MADE.
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
3
<PAGE> 7
principal executive offices are located at 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115, and its telephone number is (216) 566-2000.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company which
may be offered and issued by the Company from time to time in the acquisition
of other businesses or properties, or interests therein. Other than the
businesses or properties, or interests therein, acquired, the Company will not
receive any proceeds from these offerings.
THE OFFERING
This Prospectus relates to 500,000 Shares which may be offered and
issued or reserved for issuance by the Company from time to time in connection
with the acquisition by the Company, directly or indirectly, of other
businesses or properties, or interests therein. It is expected that the terms
of acquisitions involving the issuance of Shares covered by this Prospectus
will be determined by direct negotiations with the owners or controlling
persons of the businesses or properties, or interests therein, to be acquired
by the Company, or, in the case of entities that are more widely held, through
exchange offers to stockholders or documents soliciting stockholder approval of
mergers, consolidations or sales of assets. It is also expected that Shares
issued will be valued at prices reasonably related to quoted market prices
either at the time the terms of an acquisition are agreed upon or at or about
the time of delivery of such Shares. Underwriting discounts or commissions
will generally not be paid by the Company, although finders' fees may be paid
from time to time with respect to specific acquisitions, and such fees may be
paid in full or in part with Shares covered by this Prospectus. Any person
receiving any such fees may be deemed to be an Underwriter within the meaning
of the Securities Act. This Prospectus does not cover any resale of Shares,
and no person is authorized to make use of this Prospectus in connection with
any such resale or distribution.
Restrictions on Resale.
The Shares have been registered under the Securities Act, but this
registration does not cover the resale or distribution of Shares by any person
who receives Shares issued by the Company in connection with any acquisition of
businesses or properties, or interests therein, by the Company. Affiliates of
entities acquired by the Company may not sell any Shares except pursuant to an
effective registration statement under the Securities Act specifically covering
such Shares, in compliance with Rule 145 promulgated under the Securities Act
or in compliance with another applicable exemption from the registration
requirements of the Securities Act. Generally, Rule 145 permits such
affiliates to sell Shares immediately following such an acquisition in
compliance with certain volume limitations and manner of sale requirements.
Under Rule 145, sales of Shares by such affiliates during any three-month
period cannot exceed the greater of (i) 1% of the shares of Common Stock of the
Company outstanding
4
<PAGE> 8
(approximately 850,000 shares assuming 85,000,000 shares of Common Stock are
outstanding) and (ii) the average weekly reported volume of trading of shares
of Common Stock of the Company on all national securities exchanges during the
four calendar weeks preceding the proposed sale. These restrictions will cease
to apply under most other circumstances if the affiliate has held the Shares
for at least two years, provided that the person or entity is not then an
affiliate of the Company. Individuals who are not affiliates of the entity
being acquired will not be subject to any resale restrictions under Rule 145
and may resell Shares immediately following an acquisition without an effective
registration statement under the Securities Act.
LEGAL OPINIONS
A legal opinion to the effect that the Shares offered hereby, when
issued, will be validly issued, fully paid and nonassessable, has been rendered
by L.E. Stellato, General Counsel of the Company. Mr. Stellato is also Vice
President and Secretary of the Company. At December 31, 1995, Mr. Stellato
beneficially owned 16,848 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.
The consolidated financial statements of Pratt & Lambert United, Inc.
("PLU") appearing in PLU's Annual Report (Form 10-K) for the year ended December
31, 1994 and the related financial statement schedule have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing therein and incorporated herein by reference. Such financial
statements and the financial statement schedule have been included herein in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
5
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index at page II-6 of this Registration Statement.
II-1
<PAGE> 10
ITEM 22. 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 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
II-2
<PAGE> 11
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) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(g) 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.
II-3
<PAGE> 12
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-4 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 6TH DAY OF
FEBRUARY, 1996.
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:
<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY:
<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. COLLINS Director
- ------------------------
D.E. COLLINS
*D.E. EVANS Director
- ------------------------
D.E. EVANS
*R.W. MAHONEY Director
- ------------------------
R.W. MAHONEY
</TABLE>
II-4
<PAGE> 13
*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 February 6, 1996
--------------------------------
L.E. STELLATO, Attorney-in-fact
II-5
<PAGE> 14
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
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.
5 Opinion of Counsel dated February 6, 1996
(filed herewith).
23(a)(i) Consent of Ernst & Young LLP, Independent
Auditors (filed herewith).
23(a)(ii) Consent of Deloitte & Touche 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).
II-6
<PAGE> 1
Exhibit 5
THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
February 6, 1996
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
RE: REGISTRATION STATEMENT ON FORM S-4 OF THE SHERWIN-WILLIAMS COMPANY
Gentlemen:
As General Counsel of 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-4 (the "Registration Statement") relating to
the registration of 500,000 shares of Common Stock, par value $1.00 per share,
of the Company. 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 validly 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.
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/ L.E. Stellato
<PAGE> 1
Exhibit 23(a)(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of The
Sherwin-Williams Company for the registration of 500,000 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.
/s/ Ernst & Young LLP
February 1, 1996
<PAGE> 1
Exhibit 23(a)(ii)
DELOITTE & TOUCHE LLP [logo]
- --------------------- -----------------------------------------------
Suite 250 Telephone: (716) 843-7200
Key Bank Tower Facsimile: (716) 856-7760
50 Fountain Plaza
Buffalo, New York 14202
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in the filing listed below of our
report dated February 23, 1995 appearing in the Annual Report on Form 10-K of
Pratt & Lambert United, Inc. for the years ended December 31, 1994 and 1993 and
for each of the three years in the period ended December 31, 1994 and to the
reference to us under the heading "Experts" in the prospectus, which is part of
this registration statement.
- Registration Statement (Form S-4) of The Sherwin-Williams Company as
filed with the Securities and Exchange Commission on February 6, 1996
/S/ Deloitte & Touche LLP
February 5, 1996
- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------
<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: January 25, 1996 /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: January 25, 1996 /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: January 24, 1996 /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: January 24, 1996 /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: January 24, 1996 /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: January 24, 1996 /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: January 24,1996 /S/ D. E. Collins
-------------------------------
D. E. Collins
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: January 24, 1996 /s/ D.E. Evans
-------------------------------
D. E. Evans
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: January 24, 1996 /s/ R.W. Mahoney
-------------------------------
R. W. Mahoney
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: January 24, 1996 /s/ W.G. Mitchell
-------------------------------
W. G. Mitchell
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: January 24, 1996 /s/ A.M. Mixon, III
-------------------------------
A. M. Mixon, III
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: January 24, 1996 /s/ H.O. Petrauskas
-------------------------------
H. O. Petrauskas
Director
<PAGE> 13
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: January 24, 1996 /s/ R.K. Smucker
-------------------------------
R. K. Smucker
Director
<PAGE> 14
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 January 24, 1996, 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 6th day of
February, 1996.
/s/ L.E. Stellato
-------------------------------
L.E. Stellato, Secretary
<PAGE> 15
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 or statements and any and all amendments thereto (including, without
limitation, 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;
