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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 1999
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THE SHERWIN-WILLIAMS COMPANY
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(Exact name of registrant as specified in charter)
Ohio 1-4851 34-0526850
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(State or other (Commission File (IRS Employer Identification No.)
jurisdiction of Number)
incorporation)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (216) 566-2000
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Item 5: Other Events.
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On October 25, 1999, The Sherwin-Williams Company issued a press
release announcing changes in the management and Board of Directors of
Sherwin-Williams. The press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit No. Exhibit Description
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99 Press Release of Sherwin-Williams dated October 25,
1999.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SHERWIN-WILLIAMS COMPANY
October 26, 1999 By: /s/ L. E. Stellato
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L.E. Stellato
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION
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99 Press Release of Sherwin-Williams dated October 25, 1999.
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EXHIBIT 99
[LOGO] FOR IMMEDIATE RELEASE
CONTACT: CONWAY G. IVY
VICE PRESIDENT, CORPORATE
PLANNING AND DEVELOPMENT
216-566-2102
NEWS:
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The Sherwin-Williams Company - 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115 - (216) 566-2140
Cleveland, Ohio, October 25, 1999 - The Sherwin-Williams Company (NYSE: SHW)
announced that its Board of Directors has named, effective today, CHRISTOPHER M.
CONNOR, Vice-Chairman and Chief Executive Officer and JOSEPH M. SCAMINACE,
President and Chief Operating Officer. Both Mr. Connor and Mr. Scaminace have
been elected to the Board of Directors. JOHN G. BREEN, current Chairman, CEO and
President remains Chairman of the Board until his expected retirement in April
2000.
Mr. Connor, 43, has served as President of Sherwin-Williams' Paint Stores Group
since 1997. This segment of Sherwin-Williams' business has grown to almost $3.0
billion in annual sales through the expansion of its store base to over 2,300
stores, new product introductions and sales growth in the professional
contractor, do-it-yourself, industrial maintenance and product finishes market
segments. Mr. Connor joined The Sherwin-Williams Company in 1983 as Director of
Advertising for the Paint Stores Group. After his initial assignments, he spent
several years as President and General Manager of the Western Division of the
Paint Stores Group where he spearheaded the store expansion program and sales
and marketing efforts throughout the division. After serving as Senior Vice
President of Marketing for the Paint Stores Group, Mr. Connor became the
President and General Manager of the Diversified Brands Division for three
years. In this capacity he oversaw sales, marketing, manufacturing and
distribution of branded and private label aerosol spray paint, applicators and
industrial products sold through various mass merchant, home center and
specialized dealer and distributor distribution channels. Mr. Connor is a
graduate of The Ohio State University.
Mr. Scaminace, 46, has been President and General Manager of the Consumer Group
and its predecessor Coatings Division since 1997. The Consumer Group was created
through the consolidation of four Divisions in 1998. The Consumer Group is
responsible for the development, manufacture and physical distribution of The
Sherwin-Williams Company's architectural and industrial maintenance coatings,
interior and exterior stains and sealers, aerosol products, applicators and
caulks. The Consumer Group sells and services well known retailers in the mass
merchant, home center, and dealer distribution channels with leading brands such
as Dutch Boy(R), Ralph Lauren(R), Martha Stewart(R), Pratt & Lambert(R) and
Martin-Senour(R) paint lines along with Krylon(R) aerosols, Minwax(R) stains and
Thompson's(R) waterseal. Mr. Scaminace joined The Sherwin-Williams Company in
1983 as Director of Manufacturing in Morrow, Georgia and has been President and
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General Manager of the Diversified Brands Division and the Automotive Division.
Mr. Scaminace has played a leading role over the years in the reorganization and
streamlining of various operations within Sherwin-Williams' Coatings business
segment. Mr. Scaminace is a graduate of the University Of Dayton and received an
MBA from Case Western Reserve University.
John G. "Jack" Breen, 65, who has been Chairman and Chief Executive Officer of
The Sherwin-Williams Company since 1979, has announced his intention to retire
as Chairman in April, 2000. Mr. Breen has overseen the growth of The
Sherwin-Williams Company from a troubled business in 1978 with sales of $1.132
billion and adjusted net income per share of $0.02 and no dividend to analyst
projected 1999 sales of $5.0 billion, consensus earnings per share of $1.75 and
a current annual dividend per share of $0.48. During this period a share of
Sherwin-Williams stock has risen from a split adjusted basis of $0.625 to its
current levels. Under Mr. Breen's leadership in 1979 the organization was
restructured which led to a strategic focus on paint and related products sold
through a revitalized company-owned stores network with expansion of sales into
other distribution channels. This resulted in the Company becoming the market
share leader in the United States. Under his direction, the Company has acquired
many well known brands such as Dutch Boy(R), Krylon(R), Thompson's(R),
Minwax(R), Pratt & Lambert(R) and White Lightning(R) while growing and expanding
the Sherwin-Williams(R) brand to be the best known paint brand in the industry.
While Mr. Breen was Chief Executive Officer the Company has achieved 21
consecutive years of earnings improvement and 20 years of consecutive dividend
increases. The Company was brought from near bankrupt status in 1979 to a
position of a strong balance sheet and operating cash flow today. Under Mr.
Breen's leadership and conservative financial management the Company has never
had to take special charges to earnings. Mr. Breen is recognized as a dynamic
strategic thinker who has excellent management skills that have resulted in
strong operational results, a consensus-building decision-making process and the
consistent development of managerial talent and leadership throughout the
Company.
Mr. Breen offered the following comments concerning the management transition;
"Sherwin-Williams is a fundamentally stronger company today in every
aspect than in 1979. We have a stronger distribution platform through
our Sherwin-Williams stores and good distribution through relationships
with leading retailers, distributors and dealers. We have outstanding
management talent at every level of our organization. We have leading
edge product development and technical capabilities, combined with high
quality and cost efficient manufacturing systems."
"I am quite pleased that the Board of Directors has recognized the
management succession process to which we have always given the highest
priority and which has provided two outstanding executives for
appointment to top leadership positions in the Company."
Mr. Breen, continuing his comments concerning the management transition, stated;
"Chris Connor has held many important positions in the Company and has
always focused on those things that provide us with growth
opportunities and market share
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improvement. He has a track record of being an excellent manager and
marketer, dedicated to introducing new products and services into the
marketplace."
"Joe Scaminace has taken on a number of difficult assignments within
the Company for many years. He approached those assignments with an eye
to immediate operating improvements, while maintaining a keen view to
repositioning the business unit for future growth and expansion. Joe
and his management teams were responsible for revitalizing our aerosol
and automotive businesses and has been engaged in the improvement of
the Consumer Group."
"I feel the Company is fortunate to have these two individuals in
position to lead Sherwin-Williams in the first decades of the new
century."
Chris Connor commented;
"With tremendous vision and management skill, Mr. Breen has led our
Company for over twenty-one consecutive years of earnings improvement
while increasing our sales five-fold. He is a remarkable leader. I feel
honored to have been named to head our management team and expect, with
the assistance of Joe Scaminace, to uphold his long-standing commitment
to continuous improvement of products and services to our customers.
Joe and I are looking forward to working with our management team and
over 24,000 employees worldwide to build on the foundation laid over
the past twenty-one years of consecutive earnings improvement under
Jack Breen's leadership."
In other related management appointments, JOHN G. MORIKIS was named President,
Paint Stores Group replacing Mr. Connor. Mr. Morikis, 36, joined
Sherwin-Williams in 1984 as a management trainee and rose through the sales and
marketing ranks. He was most recently President & General Manager of the Eastern
Division of the Paint Stores Group. THOMAS W. SEITZ was named President,
Consumer Group replacing Mr. Scaminace. Mr. Seitz, 51, began his career with
Sherwin-Williams in 1970 and has extensive experience in manufacturing,
technical and logistical services. He was most recently Senior Vice President of
Operations for the Consumer Group.
SALVATORE V. SANZONE, President & General Manager, Southeastern Division of the
Paint Stores Group is retiring after forty-one years of dedicated service. Mr.
Sanzone, 64, who has led the Southeastern Division for five years of consecutive
improved sales and profits, is succeeded by ROBERT "JAY" DAVISSON. Mr. Davisson,
39, started with Sherwin-Williams in 1986 in the Stores organization and has
been Vice President of Sales for the Southeastern Division since 1992.
THOMAS BRUMMETT is succeeding Mr. Morikis as President & General Manager,
Eastern Division, Paint Stores Group. Mr. Brummett, 54, joined Sherwin-Williams
in 1964 and has had extensive experience in sales, marketing and merchandising.
He has served as Vice President of Sales for the Southwestern Division since
1990.
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DONALD R. FIELDS has been named President, International Division, reporting to
Mr. Scaminace. Mr. Fields, 64, began his career with Sherwin-Williams in 1954.
His most recent assignment has been Vice President, International in the
Consumer Group. His responsibilities include manufacturing, distribution and
sales of architectural and industrial coatings in Europe and South America along
with licensing of these products on a worldwide basis.
Mr. Breen, commenting on these further appointments said;
"We are pleased to be able to fill these important management positions
with long-term employees who have proved themselves in many different
assignments with increasing responsibility. Their long experience in
our Company and the coatings industry, coupled with their strong desire
to improve our business by seizing upon the many opportunities before
us, will help Chris and Joe continue the growth and performance of
Sherwin-Williams."
Mr. Breen, concluding, said;
"All of these appointments are a confirmation of our ongoing commitment
to management development and succession planning and give me
confidence that The Sherwin-Williams Company will continue as an
industry and market leader well into the future."
The Sherwin-Williams Company, founded in 1866 and incorporated in 1884, is one
of the world's leading companies engaged in the manufacture, distribution and
sale of coatings and related products to professional, industrial, commercial
and retail customers. Primary markets are in North and South America with
selected products manufactured and sold in the United Kingdom. Its Paint Stores
business segment, through over 2,300 stores, is the exclusive North American
marketer and seller of Sherwin-Williams(R) branded architectural coatings,
industrial maintenance and marine products and industrial original equipment
manufacturer product finishes. Its Coatings business segment develops,
manufactures and distributes architectural paint, stains, varnishes, industrial
maintenance products, product finishes, marine coatings, aviation coatings, wood
finishing products, paint applicators, motor vehicle finish, refinish and
touch-up products, corrosion inhibitors, and paint related products worldwide.
These products are sold through many of the leading regional, national and
international mass merchandisers, home centers, independent dealers and
distributors.
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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 uncertainties and other factors include
such things as: changes in the Company's relationships with customers and
suppliers; unusual weather conditions; and other risks and uncertainties
described from time to time in the Company's reports filed with the Securities
and Exchange Commission.
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