<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1998
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 DEFERRED COMPENSATION SAVINGS PLAN
---------------------------------------------------------------
THE SHERWIN-WILLIAMS COMPANY KEY
--------------------------------
MANAGEMENT DEFERRED COMPENSATION PLAN
-------------------------------------
THE SHERWIN-WILLIAMS COMPANY DIRECTOR DEFERRED FEE PLAN
-------------------------------------------------------
(FULL TITLE OF THE PLANS)
---------------------
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)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Amount of
to be Registered Registered (1) Price per Unit (1) Aggregate Offering Registration Fee
(2) Price (1) (2)
<S> <C> <C> <C> <C>
Deferred
Compensation $100,000,000 100% $100,000,000 $29,500
Obligations (3)
- ----------------------- ----------------------- ---------------------- ----------------------- ----------------------
Deferred
Compensation $20,000,000 100% $20,000,000 $5,900
Obligations (4)
- ----------------------- ----------------------- ---------------------- ----------------------- ----------------------
Deferred
Compensation $2,000,000 100% $2,000,000 $590
Obligations (5)
- ----------------------- ----------------------- ---------------------- ----------------------- ----------------------
Common Stock
par value $1.00 100,000 Shares $25.0625 $2,506,250 $740
per share
(including Rights)
(6)
- ----------------------- ----------------------- ---------------------- ----------------------- ----------------------
Total N/A N/A N/A $36,730
Registration Fee
=========================================================================================================================
</TABLE>
In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
Deferred Compensation Obligations and additional shares of Common Stock as may
be issuable as a result of the anti-dilution provisions of The Sherwin-Williams
Company Deferred Compensation Savings Plan (the "Deferred Compensation Plan"),
The Sherwin-Williams Company Key Management Deferred Compensation Plan (the "Key
Management Plan") and The Sherwin-Williams Company Director Deferred Fee Plan
(the "Director Deferred Fee Plan").
(1) Estimated solely for the purpose of determining the registration fee.
(2) In accordance with Rule 457 under the Securities Act of 1933, as amended,
this figure relating to the registration of the Registrant's Common Stock is
based on the average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange on October 23, 1998 and is used
solely for the purpose of determining the Registration Fee.
(3) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with the
terms of the Deferred Compensation Plan.
(4) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with the
terms of the Key Management Plan.
<PAGE> 3
(5) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with the
terms of the Director Deferred Fee Plan.
(6) The shares of Common Stock, par value $1.00 per share, are issuable in
accordance with the terms of the Director Deferred Fee Plan. Shares of Common
Stock are accompanied by rights (the "Rights") to purchase Cumulative Redeemable
Serial Preferred Stock of the Registrant issued pursuant to a Rights Agreement,
dated as of April 23, 1997, between the Registrant and The Bank of New York, as
successor rights agent to KeyBank National Association, filed as Exhibit 1 to
Form 8-A, dated April 24, 1997. Until the occurrence of certain prescribed
events, none of which has occurred, the Rights are not exercisable, are
evidenced by the certificates representing the Common Stock, and will be
transferred only with the Common Stock.
<PAGE> 4
INTRODUCTION
The Sherwin-Williams Company (the "Company" or the "Registrant") is
filing this Registration Statement because of the uncertainty as to whether the
Deferred Compensation Obligations would or should be considered "securities" or
be subject to registration under the Securities Act of 1933, as amended (the
"Securities Act"). The filing of this Registration Statement is not an admission
by the Company that the Deferred Compensation Obligations are securities or are
subject to the registration requirements of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of
the Securities Act. Such documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998;
(3) The Company's Current Reports on Form 8-K, dated March 30,
1998 and September 10, 1998;
(4) 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 (the "Exchange Act");
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(5) The description of the Rights associated with the Common Stock
included in the Company's Registration Statement on Form 8-A
filed with the Commission on April 24, 1997 under Section 12
of the Exchange Act; and
(6) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which 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 this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Set forth below is a summary of the Deferred Compensation Obligations
created pursuant to the Deferred Compensation Plan, the Key Management Plan and
the Director Deferred Fee Plan (the Deferred Compensation Plan, the Key
Management Plan and the Director Deferred Fee Plan are collectively hereinafter
referred to as the "Plans"). This summary is qualified in its entirety by
reference to the terms and conditions of the Plans, which are filed as exhibits
to this Registration Statement and incorporated herein by reference.
A. The Deferred Compensation Plan and the Key Management Plan.
-----------------------------------------------------------
Certain employees of the Company and its subsidiaries are permitted to
defer certain compensation pursuant to the Deferred Compensation Plan and the
Key Management Plan. Participation in the Deferred Compensation Plan and the Key
Management Plan is voluntary. Participants may elect to allocate deferred
compensation into a deferred cash account or a shadow stock account. In
addition, under the Deferred Compensation Plan, participants who satisfy certain
age and service requirements may invest accrued benefits allocated to the shadow
stock account in other investment options which may be available for such
purposes under the Deferred Compensation Plan. When a participant makes a
deferral election, the Company credits the value of such amount by book entry to
the investment account for the participant. A participant's investment direction
is irrevocable with respect to benefits accrued for the plan year, and, except
as provided above, such amounts cannot be transferred between investment
accounts. The Deferred Compensation Plan also contains a vesting schedule,
determined on the basis of the number of years of service, with respect to
certain Company contributions.
The Deferred Compensation Plan and the Key Management Plan are intended
to be unfunded plans for purposes of the Employee Retirement Income Security Act
of 1974, as
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amended. The participants are unsecured general creditors of the Company and are
not protected against loss of benefits in the case of the Company's insolvency
or bankruptcy. The Company has established one or more trust fund(s) for the
purpose of providing a source from which to pay benefits under the Deferred
Compensation Plan and the Key Management Plan, provided however, that the trusts
are at all times subject to the claims of the Company's creditors in the event
of the Company's insolvency or bankruptcy.
The value of the participant's account ordinarily will be distributed
to the participant or the participant's beneficiary (in the case of death) upon
a participant's termination of employment. In limited circumstances of severe
financial hardship or disability, a participant may be permitted to make a
withdrawal in cash prior to termination of his or her employment. In the event
of a Change of Control of the Company, as defined in the applicable Plan,
deferred amounts shall be immediately distributed to the participants. No amount
payable to a participant or a beneficiary under the Plans will be subject in any
manner to anticipation, alienation, garnishment, sale, transfer, assignment
(either at law or in equity), levy, executions, pledge, encumbrance, charge or
any other legal or equitable process by a participant or beneficiary.
The Deferred Compensation Plan shall be administered by the
Compensation and Management Development Committee of the Board of Directors of
the Company. The Key Management Plan shall be administered by a committee
composed of not less than three members of the Board of Directors as shall be
appointed by the Board of Directors. The Company may amend or terminate the
Deferred Compensation Plan at any time. The Board of Directors may terminate the
Key Management Plan or may amend any provision of the Key Management Plan to
such extent as the Board of Directors may in its sole discretion deem to be
advisable and in the best interest of the Company, provided that no such
amendment shall divest any participant or diminish his or her then interest
under such Plan.
B. The Director Deferred Fee Plan.
-------------------------------
Members of the Board of Directors of the Company who are not employees
of the Company may defer all or a portion of their director's fees pursuant to
the Director Deferred Fee Plan. Participation in the Director Deferred Fee Plan
is voluntary. Participants may elect to allocate deferred director's fees into a
deferred cash account, a common stock account or a shadow stock account. When a
participant makes a deferral election, the Company credits the value of such
amount by book entry to the investment account for the participant. A
participant's election as to the investment options shall be irrevocable for the
plan year, and deferred fees cannot be transferred between investment accounts.
The Company shall deposit into a trust the deferred director's fees, as
well as all accrued interest relating to the deferred cash account and all
dividends, distributions and appreciation in value relating to the common stock
account and the shadow stock account. The trust shall be subject to the claims
of the Company's creditors in the event of the Company's insolvency.
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<PAGE> 7
Payments of deferred fees will ordinarily commence to the participant
or the participant's beneficiary (in the case of death) following the date the
participant ceases to be a member of the Board of Directors of the Company. A
participant will receive accrued benefits in cash, except that a participant
will receive an in-kind distribution of the number of full shares of the
Company's Common Stock (but only to the extent the trust is holding shares of
Company Common Stock at the time of distribution) deemed to be credited to the
participant's common stock account. In the event of a Change of Control of the
Company, as defined in the Director Deferred Fee Plan, deferred amounts shall be
immediately distributed to the participants. Neither a participant nor any
beneficiary designated by the participant shall have any right to, directly or
indirectly, alienate, assign or encumber any amount that is or may be payable
under the Director Deferred Fee Plan.
The Director Deferred Fee Plan is administered by an administration
committee, which consists of three or more members who may be, but are not
required to be, directors or employees of the Company, one of whom shall be the
Chief Executive Officer of the Company and the others of whom shall be appointed
by the Chief Executive Officer of the Company. The Board of Directors of the
Company may amend, suspend or terminate the Director Deferred Fee Plan at any
time, provided that no such amendment, suspension or termination shall adversely
effect the amounts in any then-existing account.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters regarding the Deferred Compensation Obligations
and shares of Common Stock being registered pursuant to this Registration
Statement have been passed upon by L.E. Stellato, Vice President, General
Counsel and Secretary of the Company. At September 30, 1998, Mr. Stellato
beneficially owned approximately 37,500 shares of Common Stock of the Company
and held options to purchase an additional 120,600 shares of Common Stock of
which 84,266 shares were exercisable at such date. Mr. Stellato participates in
the Deferred Compensation Plan and the Key Management Plan. Mr. Stellato is not
eligible to participate in the Director Deferred Fee Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Company's Regulations, as amended April 27, 1988 (the
"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.
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<PAGE> 8
The Ohio Revised Code permits and Section 1 of Article IV of the
Regulations provides that the Company shall indemnify its directors, officers
and employees 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 or her 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 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 deliberate
intent to cause injury to the Company or undertaken with reckless disregard for
the Company's best interests and (ii) to reasonably cooperate with the Company
concerning the action. Also, the Company may pay certain expenses incurred by an
officer or employee in defending an action as they are incurred in advance of
the final disposition of an action if the officer or employee receiving the
advance undertakes to repay the advance if it is ultimately determined that the
officer or employee receiving the advance is not entitled to indemnification.
The Company may from time to time maintain insurance on behalf of any
person who is or was a director, officer or employee against any loss arising
from any claim asserted against such director, officer or employee in any such
capacity, subject to certain exclusions. The Company has entered into
indemnification agreements with its directors and certain of its officers
providing protection as permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed in the Exhibit Index appearing on page II-9 are
filed herewith or are incorporated by reference to other filings.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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<PAGE> 9
(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;
(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 Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
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<PAGE> 10
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 29th day of
October, 1998.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
-------------------------------
L.E. Stellato, Secretary
Pursuant to the requirements of the Securities Act, 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)
II-7
<PAGE> 11
*J.L. AULT Vice President-Corporate Controller
- --------------------------- (Principal Accounting Officer)
J.L. AULT
*J.M. BIGGAR Director
- ---------------------------
J.M. BIGGAR
*J.C. BOLAND Director
- ---------------------------
J.C. BOLAND
*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 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 Exhibits hereto.
By: /s/ L.E. Stellato October 29, 1998
-----------------------------------
L.E. STELLATO, Attorney-in-fact
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<PAGE> 12
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
4(a) Amended Articles of Incorporation of the Company, as
amended April 25, 1997, filed as Exhibit 3(i) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997, 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 The Bank of New
York, as successor Rights Agent to KeyBank National
Association, dated April 23, 1997, filed as Exhibit 1 to
Form 8-A, dated April 24, 1997, and incorporated herein by
reference.
4(d) The Sherwin-Williams Company Deferred Compensation Savings
Plan filed as Exhibit 10(d) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991,
and incorporated herein by reference.
4(e) Amendment No. 1 to The Sherwin-Williams Company Deferred
Compensation Savings Plan filed as Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and incorporated herein by
reference.
4(f) The Sherwin-Williams Company Key Management Deferred
Compensation Plan (1994 Amendment and Restatement) filed
as Exhibit 10(g) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, and
incorporated herein by reference.
4(g) The Sherwin-Williams Company Director Deferred Fee Plan
(1997 Amendment and Restatement), filed as Exhibit 10(a)
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997, and incorporated
herein by reference.
5 Opinion of L.E. Stellato, General Counsel to the Company,
including consent, dated October 29, 1998 (filed
herewith).
23(a) Consent of Independent Auditors (filed herewith).
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<PAGE> 13
23(b) Consent of L.E. Stellato (set forth in his opinion filed
herewith as Exhibit 5).
24(a) Powers of Attorney (filed herewith).
24(b) Certified resolutions of the Board of Directors of the
Company authorizing execution by Power of Attorney (filed
herewith).
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<PAGE> 1
Exhibit 5
October 29, 1998
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 registration of Deferred Compensation Obligations and shares of the
Company's common stock, par value $1.00 per share (the "Common Stock") in
connection with The Sherwin-Williams Company Deferred Compensation Savings Plan,
The Sherwin-Williams Company Key Management Deferred Compensation Plan and The
Sherwin- Williams Company Director Deferred Fee Plan (collectively, the
"Plans").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933,
as amended (the "Securities Act").
As General Counsel of the Company, I have examined:
A. The Registration Statement, including the Exhibits filed
therewith and the Prospectuses related thereto, and the Plans;
and
B. Such other documents and instruments as I have deemed
necessary to render the opinion set forth below.
In making such examination and rendering the opinion set forth below, I
have assumed: (i) the genuineness and authenticity of all signatures on original
documents, (ii) the authenticity of all documents submitted to me as originals,
and (iii) the conformity of originals of all documents submitted to me as
certified, telecopied, photostated or reproduced copies and the authenticity of
all originals of such documents.
With respect to any Common Stock held as treasury shares that may be
offered, my opinion is also subject to the condition that such shares had been
validly issued before they were
<PAGE> 2
reacquired by the Company and became treasury shares, and I have assumed that
certificates evidencing the Common Stock have been duly countersigned by the
applicable registrar and transfer agent.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that:
1. The Deferred Compensation Obligations, when issued in accordance
with the terms of the Plans, will be valid and binding obligations of the
Company, enforceable in accordance with their terms, except as enforcement may
be limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general equity
principles; and
2. The shares of Common Stock, when issued pursuant to the terms of The
Sherwin- Williams Company Director Deferred Fee Plan, will be validly issued and
fully paid and nonassessable, except as enforcement may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
I am registered for corporate status to practice law in the State of
Ohio pursuant to Rule VI, Section 4 of the Supreme Court Rules for the
Government of the Bar of Ohio 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 State of Ohio. This
opinion speaks as of today's date and is limited to present statutes,
regulations and judicial interpretations. In rendering this opinion, I assume no
obligation to revise or supplement this opinion should the present laws be
changed by legislative or regulatory action, judicial decision or otherwise or
should the documents that I have examined in connection with this opinion
hereafter be changed.
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 "Interests of Named Experts and
Counsel" in the Registration Statement. In giving such consent, I do not thereby
admit that I come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ L.E. Stellato
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
(S-8) pertaining to The Sherwin-Williams Company Deferred Compensation Savings
Plan, The Sherwin-Williams Company Key Management Deferred Compensation Plan and
The Sherwin-Williams Company Director Deferred Fee Plan of our report dated
January 23, 1998 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, 1997, filed with the Securities and
Exchange Commission.
Cleveland, Ohio
October 27, 1998
/s/ ERNST & YOUNG LLP
<PAGE> 1
Exhibit 24(a)
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 in connection with The Sherwin- Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin- Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /s/ J. 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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /s/ J. C. Boland
------------------------------- ---------------------------------
J. C. Boland
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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /s/ C. E. Moll
----------------------------- -----------------------------------
C. E. Moll
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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /s/ H. O. Petrauskas
-------------------------------- --------------------------------
H. O. Petrauskas
Director
<PAGE> 14
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 in connection with The Sherwin-Williams
Company Deferred Compensation Savings Plan, The Sherwin-Williams Company
Director Deferred Fee Plan and The Sherwin-Williams Company Key Management
Deferred Compensation Plan, 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: October 21, 1998 /s/ R. K. Smucker
-------------------------------- --------------------------------
R. K. Smucker
Director
<PAGE> 1
Exhibit 24(b)
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 October 21, 1998, 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 29th
day of October, 1998.
/s/ L. E. Stellato
--------------------------------
L.E. Stellato, Secretary
<PAGE> 2
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;
