<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997
REGISTRATION NO. 333-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
THE SHERWIN-WILLIAMS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 34-0526850
- ---------------------------------------- ---------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115
- ------------------------------------------ -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE SHERWIN-WILLIAMS COMPANY 1997 STOCK PLAN
--------------------------------------------
FOR NONEMPLOYEE DIRECTORS
-------------------------
(FULL TITLE OF THE PLAN)
---------------------
L.E. STELLATO
Vice President, General Counsel and Secretary
THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
(216) 566-2000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================= ======================= ====================== ======================= ======================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered * Share ** Price ** Registration Fee
- ----------------------- ----------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value $1.00 400,000 shares $26.6875 $10,675,000 $3,234.85
======================= ======================= ====================== ======================= ======================
</TABLE>
* In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
as may be issuable as a result of the anti-dilution provisions of the employee
benefit plan described herein.
** In accordance with Rule 457 under the Securities Act of 1933, this figure is
based on the average of the high and low prices of Common Stock reported on the
New York Stock Exchange on April 16, 1997 and is used solely for the purpose of
determining the Registration Fee.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(2) The Company's Current Reports on Form 8-K dated January 7,
1997 and January 29, 1997;
(3) 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 Section 12 of the
Securities Exchange Act of 1934 and any other subsequent
amendment or report filed for the purpose of updating such
description; and
(4) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of any original issuance securities being registered
pursuant to this Registration Statement has been passed upon by L.E. Stellato,
Vice President, General Counsel and Secretary of the Company. At December 31,
1996, Mr. Stellato beneficially owned 17,273 shares of
II-1
<PAGE> 3
Common Stock of the Company and held options to purchase an additional 39,800
shares of Common Stock of which 34,466 were exercisable within 60 days of such
date.
ITEM 6. 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.
II-2
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
An Exhibit Index appears on page II-7 of this Registration Statement,
which information is incorporated herein by reference.
ITEM 9. 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 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 registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed 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.
II-3
<PAGE> 5
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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 to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 foregoing provisions, 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-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, and State of Ohio, on the 23rd day of
April, 1997.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
----------------------------
L.E. Stellato, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Officers and Directors of The Sherwin-Williams Company:
*J.G. BREEN Chairman of the Board and Chief
- ----------------------- Executive Officer, Director (Principal
J.G. BREEN 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
- ----------------------- (Pricipal Accounting Officer)
J.L. AULT
*J.M. BIGGAR Director
- -----------------------
J.M. BIGGAR
II-5
<PAGE> 7
*D.E. COLLINS Director
- -----------------------
D.E. COLLINS
*D.E. EVANS Director
- -----------------------
D.E. EVANS
*R.W. MAHONEY Director
- -----------------------
R.W. MAHONEY
*W.G. MITCHELL Director
- -----------------------
W.G. MITCHELL
*A.M. MIXON, III Director
- -----------------------
A.M. MIXON, III
*C.E. MOLL Director
- -----------------------
C.E. MOLL
*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 April 23, 1997
----------------------------------------
L.E. STELLATO, Attorney-in-fact
II-6
<PAGE> 8
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 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 Number 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 April 23, 1997 (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 (filed herewith).
II-7
<PAGE> 1
EXHIBIT 5
April 23, 1997
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
RE: REGISTRATION STATEMENT ON FORM S-8
OF THE SHERWIN-WILLIAMS COMPANY
Ladies and Gentlemen:
As General Counsel for The Sherwin-Williams Company, an Ohio
corporation (the "Company"), I am delivering this opinion for use as an Exhibit
to the Form S-8 Registration Statement (the "Registration Statement") relating
to The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors (the
"Plan"). 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 the terms of the Plan, will be validly issued,
fully paid and nonassessable. This opinion is limited to original issuance
securities, if any, issued pursuant to the terms of the Plan after the date of
this opinion.
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.
<PAGE> 2
I consent to the filing of this opinion as Exhibit 5 to the
above-mentioned Registration Statement and to the reference to me, in my
capacity as General Counsel of the Company, under the caption "Interests of
Named Experts and Counsel" 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 incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Sherwin-Williams Company 1997
Stock Plan for Nonemployee Directors of our report dated January 23, 1997
(except for Note 17, as to which the date is January 29, 1997) 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, 1996, filed with the Securities and Exchange Commission.
Cleveland, Ohio ERNST & YOUNG LLP
April 21, 1997
<PAGE> 1
EXHIBIT 23(a)(ii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 400,000 shares of Common Stock of The
Sherwin-Williams Company pertaining to The Sherwin-Williams Company 1997 Stock
Plan for Nonemployee Directors of our report dated March 26, 1996 (except for
Notes 11 and 12, as to which the dates are November 22, 1996 and January 3,
1997, respectively) with regard to the consolidated financial statements of
Thompson Minwax Holding Corp. and Subsidiaries for the year ended December 31,
1995 (as restated), included in the Current Report on Form 8-K of The
Sherwin-Williams Company dated January 7, 1997.
DELOITTE & TOUCHE LLP
April 21, 1997
<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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 15, 1997 /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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 14, 1997 /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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 15, 1997 /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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 15, 1997 /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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 18, 1997 /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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 19, 1997 /s/ D.E. Collins
----------------------------- -------------------------------------
D. E. Collins
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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 16, 1997 /s/ D.E. Evans
----------------------------- -------------------------------------
D. E. Evans
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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 14, 1997 /s/ R.W. Mahoney
----------------------------- -------------------------------------
R. W. Mahoney
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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 17, 1997 /s/ W.G. Mitchell
----------------------------- -------------------------------------
W. G. Mitchell
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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 17, 1997 /s/ A.M. Mixon
----------------------------- -------------------------------------
A. M. Mixon
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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 18, 1997 /s/ Curtis E. Moll
----------------------------- -------------------------------------
C. E. Moll
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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 19, 1997 /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 on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, 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: February 19, 1997 /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 February 19, 1997, 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 23rd
day of April, 1997.
/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;
