<PAGE> 1
As filed with the Securities and Exchange Commission on January 9, 1998
Registration No. 33-64543
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 Identification No.)
Incorporation or Organization)
101 Prospect Ave., N.W., Cleveland, OH 44115 (216) 566-2000
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
================================================================================
<PAGE> 2
DEREGISTRATION OF SECURITIES
----------------------------
The Sherwin-Williams Company (the "Registrant") previously filed
Registration Statement No. 33-64543 on Form S-3 (the "Registration Statement")
covering up to 385,572 shares (the "Shares") of the Registrant's common stock,
$1.00 par value per share, to be offered and sold by certain selling security
holders. Pursuant to the undertaking contained in Item 17 of the Registration
Statement, the Registrant hereby files this Post-Effective Amendment No. 1 to
the Registration Statement to remove from registration any and all of the Shares
which remain unsold at the date of the filing of this Post-Effective Amendment
No. 1 to the Registration Statement.
EXHIBITS
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Exhibit No. Description
----------- -----------
24 Powers of Attorney (filed herewith).
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-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 33-64543 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cleveland, and State of Ohio, on the 9th day of January, 1998.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
-----------------------
L.E. Stellato, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-64543 has been
signed by the following persons in the capacities and on the date indicated:
2
<PAGE> 3
Officers and Directors of The Sherwin-Williams Company:
*J.G. BREEN Chairman of the Board and Chief
- ---------------------- Executive Officer, Director
J.G. BREEN (Principal 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
- ---------------------- (Principal Accounting Officer)
J.L. AULT
*J.M. BIGGAR Director
- ----------------------
J.M. BIGGAR
*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
*H.O. PETRAUSKAS Director
- ----------------------
H.O. PETRAUSKAS
3
<PAGE> 4
*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.
January 9, 1998 By: /s/ L. E. Stellato
------------------
L.E. Stellato, Attorney-in-fact
4
<PAGE> 5
EXHIBIT INDEX
-------------
EXHIBIT
NO. DESCRIPTION
--- -----------
24 Powers of Attorney (filed herewith).
5
<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 for its Common Stock, par value $1.00 per
share, 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: April 27, 1995 /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 for its Common Stock, par value $1.00 per
share, 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: April 27, 1995 /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 for its Common Stock, par value $1.00 per
share, 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: April 27, 1995 /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 for its Common Stock, par value $1.00 per
share, 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: April 27, 1995 /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 for its Common Stock, par value $1.00 per
share, 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: April 26, 1995 /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 for its Common Stock, par value $1.00 per
share, 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: April 28, 1995 /s/ D. E. Evans
----------------
D. E. Evans
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 for its Common Stock, par value $1.00 per
share, 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: April 28, 1995 /s/ R. W. Mahoney
------------------
R. W. Mahoney
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 for its Common Stock, par value $1.00 per
share, 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: April 27, 1995 /s/ W. G. Mitchell
-------------------
W. G. Mitchell
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 for its Common Stock, par value $1.00 per
share, 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: May 7, 1995 /s/ A. M. Mixon
----------------
A. M. Mixon, III
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 for its Common Stock, par value $1.00 per
share, 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: April 26, 1995 /s/ H. O. Petrauskas
---------------------
H. O. Petrauskas
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 for its Common Stock, par value $1.00 per
share, 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: April 26, 1995 /s/ R. K. Smucker
------------------
R. K. Smucker
Director
<PAGE> 12
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 11, 1995, 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 22nd
day of November, 1995.
/s/ L.E. Stellato
---------------------------------
L.E. Stellato, Secretary
<PAGE> 13
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 and any and all amendments thereto (including 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;
