SHERWIN WILLIAMS CO
8-K, 1998-09-11
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                               ------------------


                                    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):  September 10, 1998
                                                   ------------------

                          THE SHERWIN-WILLIAMS COMPANY
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


      Ohio                   1-4851                      34-0526850
- ---------------         ----------------       ---------------------------------
(State or other         (Commission File       (IRS Employer Identification No.)
jurisdiction of              Number)         
incorporation)                           

              101 Prospect Avenue, N.W., Cleveland, Ohio   44115
            ------------------------------------------------------
             (Address of principal executive offices)  (zip code)


Registrant's telephone number, including area code:  (216) 566-2000
                                                     --------------




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Item 5:  Other Events.
         ------------

         On September 10, 1998, The Sherwin-Williams Company issued a press
release regarding expected sales and earnings for the third quarter ending
September 30, 1998. The press release is attached hereto as Exhibit 99 and is
incorporated herein by reference. The press release contains forward-looking
statements with respect to sales and earnings.


Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

(c)      Exhibits

         Exhibit No.       Exhibit Description
         -----------       -------------------

         99                Press Release of Sherwin-Williams dated September 10,
                           1998.


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      THE SHERWIN-WILLIAMS COMPANY


September 11, 1998                    By:  /s/ L.E. Stellato
                                           -------------------
                                           L.E. Stellato
                                           Vice President, General Counsel and
                                           Secretary




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                                  EXHIBIT INDEX
                                  -------------


   EXHIBIT NO.       EXHIBIT DESCRIPTION
   -----------       -------------------


         99          Press Release of Sherwin-Williams dated September 10, 1998.




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                                                                      EXHIBIT 99

[LOGO]                                             FOR IMMEDIATE RELEASE
                                                   CONTACT: CONWAY G. IVY
                                                   VICE PRESIDENT, CORPORATE
                                                   PLANNING AND DEVELOPMENT
                                                   216-566-2102

                                      NEWS:
- --------------------------------------------------------------------------------
            The Sherwin-Williams Company - 101 Prospect Avenue, N.W.,
                     Cleveland, Ohio 44115 - (216) 566-2140

         CLEVELAND, OHIO, September 10, 1998 -- The Sherwin-Williams Company
(NYSE: SHW) announced today that it expects its 1998 third quarter earnings to
be the same as or slightly above 1997 third quarter earnings and its 1998 third
quarter sales to be equal to or slightly below 1997 third quarter levels.

         Sales during the first two months of the third quarter in the Paint
Stores Segment continue to show improvement over 1997 sales for the comparable
period. Sales in the Coatings Segment remain behind 1997 levels primarily due to
weak do-it-yourself sales. The Company will announce actual results for the
third quarter during the week of October 18.

         Commenting on the preliminary sales and earnings information for the
quarter, John G. Breen, Chairman and Chief Executive Officer said, "Although our
sales have been disappointing, we continue to implement cost reductions to
eliminate redundancies. The integration of the Coatings and Consumer Brands
Divisions, announced at the end of last year, is helping us this year. The
benefits of the consolidation of the Coatings, Diversified Brands and
Transportation Services Divisions, announced two months ago, should begin next
year. Despite these preliminary results, we expect 1998 to be another year of
sales and earnings improvement."


- -------------------
This press release contains certain "forward-looking statements" with respect to
sales and earnings. These forward-looking statements are based upon management's
expectations and beliefs concerning future events. Forward-looking statements
are necessarily subject to risks, uncertainties and other factors, many of which
are outside the control of the Company, that could cause actual results to
differ materially from such statements. These risks, uncertainties and other
factors include such things as: general business conditions, strengths of retail
economies and the growth in the coatings industry; changes in the Company's
relationships with customers and suppliers; unusual weather conditions; and
other risks and uncertainties described from the time to time in the Company's
reports filed with the Securities and Exchange Commission. Any forward-looking
statement speaks only as of the date on which such statement is made, and the
Company undertakes no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise.







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