SHERWIN WILLIAMS CO
8-K, 2000-04-28
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 26, 2000
                                                   --------------


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


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


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


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




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Item 5:           OTHER EVENTS.
                  ------------

         On April 26, 2000, The Sherwin-Williams Company issued a press release
announcing that John G. Breen has retired as Chairman and Christopher M. Connor
has been elected as Chairman. Mr. Connor, Chief Executive Officer since October
1999, continues to hold that title. 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.
                  --------

(c)      Exhibits

         EXHIBIT NO.       EXHIBIT DESCRIPTION

         99                Press Release of Sherwin-Williams, dated
                           April 26, 2000.


                                   SIGNATURES
                                   ----------

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

                              THE SHERWIN-WILLIAMS COMPANY


April 28, 2000                By:  /s/ L.E. Stellato
                                   ------------------------------
                                       L.E. Stellato
                                       Vice President, General Counsel and
                                       Secretary



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

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

       99         Press Release of Sherwin-Williams, dated April 26, 2000.



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                                                                      EXHIBIT 99

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

                                      NEWS:
- --------------------------------------------------------------------------------

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

         Cleveland, Ohio, April 26, 2000 - John G. Breen retired today as
Chairman, and the Board of Directors of The Sherwin-Williams Company (NYSE:SHW)
elected Christopher M. Connor as Chairman. Mr. Connor, Chief Executive Officer
since October 1999, continues to hold that title.

         The Board of Directors of The Sherwin-Williams Company expressed its
sincere gratitude and appreciation to John G. Breen for his many years of
distinguished, invaluable and professional services to the Company.

         Jack began serving the Company in 1979 and has provided the Company
twenty-two years of outstanding leadership as Chairman and Chief Executive
Officer. Under his leadership, the Company has achieved twenty-two consecutive
years of earnings improvement. From 1979 to 2000, the market value of the
Company's common stock has increased 41 times from $108 million to $4.4 billion.
His tenure has been marked by his unquestioned commitment to delivering quality
products to the market place, strong rewards to investors and career enhancing
and wealth building opportunities to employees. He has decided to retire April,
2000 after completing the serious task of management development and succession,
providing for an orderly transition and continuity in leadership.

         The Board of Directors feels fortunate in having the opportunity to
draw upon the advice and counsel which will continue as he remains a member of
the Board. As a result of his distinguished service, the Board of Directors
approved management's recommendation to honor Mr. Breen by renaming the
Cleveland Technical Center to the John G. Breen Technology Center, to be
completed in a dedication ceremony on June 9, 2000.

         The Board of Directors also expressed their wishes for a healthy and
happy retirement for Jack and Mary Jane Breen.

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