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As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-01093
PRICING SUPPLEMENT
(To Prospectus Supplement and Prospectus Dated February 28, 1996)
U.S. $50,000,000
THE SHERWIN-WILLIAMS COMPANY
5.50% MEDIUM-TERM NOTES DUE 2027
The Medium-Term Notes offered hereby (the "Notes") will mature on October 15,
2027. Interest on the Notes will be payable semiannually on April 15 and October
15 of each year, commencing April 15, 1998. The Notes may not be redeemed by The
Sherwin-Williams Company (the "Company") prior to maturity. The Notes are
subject to repayment at the option of the holder at a price equal to 100% of the
principal amount of such Notes, plus accrued interest to the date of repayment,
on October 15, 1999 and on every October 15 thereafter with thirty days'
calendar notice.
The Notes will be represented by global securities (the "Global Securities")
registered in the name of a nominee of The Depository Trust Company ("DTC"), as
Depositary. Beneficial interests in the Global Securities will be shown on, and
transfers thereof will be effected only through, records maintained by DTC (with
respect to participants' interests) and its participants. Except as described
herein, Notes in definitive form will not be issued. The Notes will trade in
DTC's Same Day Funds Settlement System until maturity and secondary market
trading for the Notes will therefore settle in immediately available funds. All
payments of principal and interest on the Notes will be made by the Company in
immediately available funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS, THE PROSPECTUS SUPPLEMENT, THIS PRICING
SUPPLEMENT OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO THE
PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C>
Per Note...........................................99.981% .138% 99.843%
Total..............................................US$49,990,500 $69,000 $49,921,500
<FN>
(1) Plus accrued interest, if any, from October 14, 1997.
(2) Before deduction of expenses payable by the Company.
</TABLE>
The Notes are offered subject to receipt and acceptance by Salomon Brothers Inc
("Salomon"), to prior sale and to Salomon's right to reject any order in whole
or in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Notes will be made through the facilities of DTC
on or about October 14, 1997.
SALOMON BROTHERS INC
The date of this Pricing Supplement is October 6, 1997.
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES,
INCLUDING STABILIZING AND SYNDICATE COVERING TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
INCORPORATION BY REFERENCE
The Company incorporates herein by reference the following documents
filed with the Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934 (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated April 23, 1997,
January 24, 1997 and January 7, 1997.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Pricing Supplement and prior to the termination of the offering of the Notes
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus, the Prospectus Supplement or this Pricing
Supplement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus, the Prospectus Supplement or this
Pricing Supplement.
DESCRIPTION OF THE NOTES
The following description of the Notes supplements, and to the extent
inconsistent therewith, amends the descriptions of the Notes referred to in the
accompanying Prospectus Supplement and Prospectus.
The Notes will mature on October 15, 2027. The Interest Payment Dates for
the Notes will be April 15th and October 15th, commencing April 15, 1998. The
regular record date with respect to any Interest Payment Date will be the 15th
calendar day (whether or not a Business Day) prior to the corresponding Interest
Payment Date. Interest on the Notes will be calculated based on a year of 360
days consisting of twelve months of 30 days each. If any payment of principal or
interest is due on a day that is not a Business Day, that payment may be made on
the next succeeding Business Day. No additional interest will accrue as a result
of the delay in payment. For purposes of the offering made hereby, "Business
Day" as used herein and in the accompanying Prospectus Supplement means any day,
other than a Saturday or Sunday, that is not a legal holiday or a day on which
banking institutions are authorized or required by law, regulation or executive
order to be closed in The City of New York. Capitalized terms used herein and
not defined herein have the meanings assigned in the accompanying Prospectus
Supplement and Prospectus.
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The Notes are not redeemable at the option of the Company. The Notes
are subject to repayment at the option of the holder at a price equal to
100% of the principal amount of such Notes, plus accrued interest to the date of
repayment, on October 15, 1999, and on every October 15 thereafter with thirty
calendar days' prior notice.
PLAN OF DISTRIBUTION
Salomon may engage in stabilizing and syndicate covering transactions in
accordance with Rule 104 under the Exchange Act. Rule 104 permits stabilizing
bids to purchase the underlying security so long as bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of Notes in
the open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing and syndicate covering transactions may
cause the price of the Notes to be higher than it would otherwise be in the
absence of such transactions. These transactions, if commenced, may be
discontinued at any time.
It is expected that delivery of the Notes will be made against payment
therefor on or about the date specified in the last paragraph of the cover page
of this Pricing Supplement, which is the fifth business day following the date
hereof (such settlement cycle being herein referred to as "T+5"). Under Rule
15c6-1 of the Exchange Act, trades in the secondary market generally are
required to settle in three business days , unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on
the date hereof will be required, by virtue of the fact that the Notes initially
will settle in T+5, to specify an alternate settlement cycle at the time of any
such trade to prevent a failed settlement. Purchasers of Notes who wish to trade
Notes on the date hereof should consult their own advisor.
The Company has agreed to indemnify Salomon against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
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