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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 29, 1997
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THE SHERWIN-WILLIAMS COMPANY
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(Exact name of registrant as specified in its charter)
OHIO 1-4851 34-0526850
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(State or other (Commission File (IRS Employer Identification No.)
jurisdiction of Number)
incorporation)
101 PROSPECT AVENUE, N.W., CLEVELAND, OHIO 44115
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (216) 566-2000
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N/A
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(Former name or former address, if changed since last report)
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Item 5: OTHER EVENTS.
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On January 29, 1997, The Sherwin-Williams Company ("Sherwin-Williams")
announced a two-for-one Common Stock split to be effected in the form of a stock
dividend to be distributed on or about March 28, 1997 to shareholders of record
on March 3, 1997. Sherwin-Williams also announced on January 29, 1997 an
increase in its quarterly dividend from $0.175 per share to $0.20 per share on
its Common Stock, payable March 17, 1997 to shareholders of record on March 3,
1997. This pre-split quarterly dividend is equivalent to $0.10 on a post-split
basis. A press release issued by Sherwin-Williams on January 29, 1997 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On January 30, 1997, Sherwin-Williams announced its operating results
for the quarter and year ended December 31, 1996. A press release issued by
Sherwin-Williams on January 30, 1997 is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
99.1 Press Release of Sherwin-Williams dated January 29, 1997
announcing the stock split and the increase in the
quarterly dividend.
99.2 Press Release of Sherwin-Williams dated January 30, 1997
announcing its operating results for the quarter and year
ended December 31, 1996.
SIGNATURES
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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 hereunto duly authorized.
THE SHERWIN-WILLIAMS COMPANY
January 30, 1997 By: /S/ L.E. STELLATO
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L.E. Stellato
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION
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99.1 Press Release of Sherwin-Williams dated January 29, 1997
announcing the stock split and the increase in the
quarterly dividend.
99.2 Press Release of Sherwin-Williams dated January 30, 1997
announcing its operating results for the quarter and year
ended December 31, 1996.
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EXHIBIT 99.1
[LOGO] FOR IMMEDIATE RELEASE
CONTACT: CONWAY G. IVY
VICE PRESIDENT, CORPORATE
PLANNING AND DEVELOPMENT
216-566-2102
NEWS:
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The Sherwin-Williams Company - 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115 - (216) 566-2140
CLEVELAND, January 29, 1997 -- The board of directors of The Sherwin-Williams
Company today announced an increase in their quarterly dividend from $0.175 per
share to $0.20 per share on common stock, payable March 17, 1997 to shareholders
of record on March 3, 1997.
The directors also declared a two-for-one common stock split to be
distributed on or about March 28, 1997, to holders of record on March 3, 1997.
The Company currently has approximately 85,940,587 shares of common stock
outstanding.
The pre-split quarterly dividend of $0.20, payable on March 17, 1997, is
equivalent to $0.10 per share on a post-split basis.
The Company's last two-for-one common stock split was announced on
February 20, 1991.
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Exhibit 99.2
SHERWIN FOR IMMEDIATE RELEASE
WILLIAMS Contact: Conway G. Ivy
[LOGO] Vice President, Corporate
Planning and Development
NEWS 216-566-2102
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The Sherwin-Williams Company * 101 Prospect Avenue, N.W. * Cleveland, Ohio 44115
(216) 566-2140
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CLEVELAND, OHIO, January 30, 1997 - The Sherwin-Williams Company today announced
that its net sales for the year ended December 31, 1996 were up 26.2 percent to
over $4.13 billion from $3.27 billion in 1995. Net income per share for the
year, prior to restating for the two-for-one stock split which is effective
March 3, 1997, increased 13.2 percent to $2.65 from $2.34 in 1995. Operating
results for the year include the operations of Pratt & Lambert United, Inc.,
acquired during January 1996, and other smaller acquisitions. Excluding the
results of operations of these acquisitions and the related costs of financing,
net sales increased 7.5% and net income increased 12.6% for the year ended
December 31, 1996.
Net sales in the Paint Stores Segment were $2.41 billion for 1996; up 13.1
percent over last year with comparable-store sales increasing 10.0 percent.
Excluding the effects of acquisitions, Paint Stores' sales for the year
increased 9.1 percent primarily due to increased paint gallons sold. The Paint
Stores Segment's annual operating profit increased 30.2 percent to $206.3
million and increased 28.1 percent when excluding the effects of acquisitions.
Operating profits increased as a result of volume gains and the continuing
containment of selling and administrative costs.
The Coatings Segment's annual net sales increased 51.4 percent to $1.71 billion
from $1.13 billion last year. Operating profits of the Coatings Segment
increased 28.3 percent for the year to $259.7 million. Excluding the effects of
acquisitions, the Segment's sales increased 4.7 percent year-to-date. Operating
profits of the Coatings Segment, excluding acquisitions, increased 11.9 percent
due to containment of administrative expenditures and manufacturing efficiencies
resulting from increased gallon sales.
In the fourth quarter, consolidated net sales increased 29.4 percent over the
last quarter of 1995 to $958.8 million. Net income increased 15.8 percent to
$39.1 million and net income per share increased to $.45 from $.39 in 1995.
Excluding the effects of acquisitions, fourth quarter consolidated sales
increased 8.3 percent and net income increased 14.1 percent. The Paint Stores
Segment had a sales gain of 9.9 percent in the quarter and a 41.0 percent
operating profit improvement excluding acquisitions. The Coatings Segment's
sales and operating profit excluding acquisitions increased 5.1 and 23.1
percent, respectively, in the last quarter.
Commenting on the results for 1996, John G. Breen, Chairman and Chief Executive
Officer said, "The Company had another good year in 1996 and continued its track
record of achieving record sales and earnings. The acquisitions made during 1995
and 1996 in the U.S. and Latin America, the largest of which was Pratt & Lambert
United, Inc., gave the Company several important brands and operations and
provided the Company with further growth opportunities in the dealer, mass
merchandiser, automotive and specialty markets. We are gratified by the
continuing improvement in our Segments' operations, excluding the effects of the
acquisitions, particularly in our Paint Stores Segment which again performed
well during the year, increasing its volume sales. In addition, we are pleased
with the contributions that are beginning to be made by our acquisitions as the
integration process continues. The operating profit contributions during 1996
from Pratt & Lambert United, Inc. and our other acquisitions exceeded the
related cost of financing the acquisitions. We expect 1997 to be another
challenging year for the Company as we continue to integrate the recent
acquisitions and begin to integrate the operations of Thompson Minwax Holding
Corp. which was just acquired in January 1997. However, we are confident in the
abilities of our people and organization to improve sales and profits in 1997
and to successfully integrate the acquired businesses."
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THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
Statements of Consolidated Income (Unaudited)
<TABLE>
<CAPTION>
Three months ended Twelve months ended
December 31, December 31,
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Thousands of dollars, except per share data. 1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Net sales $ 958,844 $ 740,907 $4,132,879 $3,273,819
Costs and expenses:
Operating expenses 871,586 680,987 3,714,264 2,952,525
Interest expense 5,521 711 24,537 2,532
Interest and net investment income (1,982) (3,895) (6,819) (11,518)
Other 19,891 9,508 25,520 11,782
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895,016 687,311 3,757,502 2,955,321
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Income before income taxes 63,828 53,596 375,377 318,498
Income taxes 24,716 19,830 146,220 117,844
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Net income $ 39,112 $ 33,766 $ 229,157 $ 200,654
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Net income per share $ 0.45 $ 0.39 $ 2.65 $ 2.34
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Average shares and equivalents outstanding 86,725,048 85,854,147 86,450,388 85,743,273
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</TABLE>
The financial results for the three months and twelve months ended Dec. 31, 1996
include the results of operations of Pratt & Lambert United, Inc., acquired
during January 1996, and other smaller acquisitions acquired at various times
during 1996. Excluding the results of operations of these acquisitions and the
related costs of financing the purchases from the fourth quarter of 1996, sales
increased 8.3 percent and net income increased 14.1 percent over 1995's fourth
quarter. For the twelve months ended Dec. 31, 1996 excluding acquisitions, sales
increased 7.5 percent and net income increased 12.6 percent.
On January 29, 1997, the Company's board of directors authorized a two-for-one
split of the common stock effected in the form of a 100 percent stock dividend
to be distributed on or about March 28, 1997, to holders of record on March 3,
1997. The average shares and per share amounts shown above have not been
restated to reflect this stock split.
