Document/Exhibit Description Pages Size
1: 8-A12B Sherwin Williams 4 15K
2: EX-1 Underwriting Agreement 46 199K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 1 8K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 4 19K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE SHERWIN-WILLIAMS COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 34-0526850
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(State of incorporation or organization) (IRS Employer Identification No.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115
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(Address of principal executive offices) (zip code)
If this form relates to the registration If this form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please effective simultaneously with the
check the following box. [ ] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box.[ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of class
Item 1. Description of Securities to be Registered.
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On April 23, 1997, the Board of Directors of The Sherwin-Williams
Company, an Ohio corporation (the "Company"), authorized and declared a dividend
distribution, payable on May 6, 1997, of one right (a "Right") to purchase one
one-hundredth (1/100th) of a share of Cumulative Redeemable Serial Preferred
Stock, without par value (the "Preferred Stock), of the Company, or in certain
circumstances Common Stock, par value $1.00 per share, of the Company ("Common
Stock"), for each share of Common Stock outstanding at the close of business on
May 6, 1997 (the "Record Date"), or that become outstanding for any reason
between the Record Date and the earlier of the Distribution Date (or thereafter
in connection with certain convertible securities or employee stock options) or
the Expiration Date (as such terms are defined in the Rights Agreement). The
Rights will be issued pursuant to the terms of a Rights Agreement, dated as of
April 23, 1997, between the Company and KeyBank National Association, as Rights
Agent (the "Rights Agreement"). When exercisable, each Right entitles the
registered holder to purchase one one-hundredth (1/100th) of a share of
Preferred Stock, or in certain circumstances Common Stock, for one hundred ten
dollars ($110.00), subject to adjustment. The Rights are in all respects subject
to and governed by the provisions of the Rights Agreement, a copy of which
(including all exhibits thereto) is filed as Exhibit 1 hereto and incorporated
herein by reference. A summary description of the Rights is attached as Exhibit
B to the Rights Agreement. This summary of the Rights is intended only as a
summary and is qualified in its entirety by reference to the Rights Agreement.
Item 2. Exhibits.
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Exhibit
Number Exhibit
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1 Rights Agreement (including a Form of Right
Certificate as Exhibit A thereto and a
Summary of Rights to Purchase Preferred
Shares as Exhibit B thereto).
2 Press Release, dated April 23, 1997.
3 Form of Letter to Shareholders, dated May 9,
1997, including attached Summary of Rights
to Purchase Preferred Shares.
2
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE SHERWIN-WILLIAMS COMPANY
April 24, 1997 By: /s/ L.E. Stellato
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L.E. Stellato
Vice President, General Counsel and
Secretary
3
INDEX TO EXHIBITS
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EXHIBIT NO. EXHIBIT
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1 Rights Agreement (including a Form of Right
Certificate as Exhibit A thereto and a Summary of
Rights to Purchase Preferred Shares as Exhibit B
thereto).
2 Press Release, dated April 23, 1997.
3 Form of Letter to Shareholders, dated May 9, 1997,
including attached Summary of Rights to Purchase
Preferred Shares.
4
Dates Referenced Herein and Documents Incorporated by Reference
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