-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qegVlTyubRkEEJ30Oxo6JE47A5M1pFTXxdk3xt+3UOgiGBj9/gQg1nV0FcmikG8F 9Z1by7g8jpt1JPWEEOqshg== 0000079879-95-000009.txt : 19950501 0000079879-95-000009.hdr.sgml : 19950501 ACCESSION NUMBER: 0000079879-95-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950428 EFFECTIVENESS DATE: 19950517 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPG INDUSTRIES INC CENTRAL INDEX KEY: 0000079879 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 250730780 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58909 FILM NUMBER: 95532595 BUSINESS ADDRESS: STREET 1: ONE PPG PL 9 WEST STREET 2: CAROLYN A IHRIG CITY: PITTSBURGH STATE: PA ZIP: 15272 BUSINESS PHONE: 4124343131 MAIL ADDRESS: STREET 1: ONE PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15272 FORMER COMPANY: FORMER CONFORMED NAME: PITTSBURGH PLATE GLASS CO DATE OF NAME CHANGE: 19681219 S-8 1 As filed with the Securities and Exchange Commission on April 28, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PPG INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 25-0730780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One PPG Place Pittsburgh, Pennsylvania 15272 (Address of Principal (Zip Code) Executive Offices) PPG INDUSTRIES EMPLOYEE SAVINGS PLAN (Full title of the plan) W. H. Hernandez, Senior Vice President, Finance One PPG Place, Pittsburgh, Pennsylvania 15272 (Name and address of agent for service) (412) 434-2102 (Telephone number, including area code, of agent for service) ______________________ CALCULATION OF REGISTRATION FEE
Proposed maxi- Proposed maxi- Amount of Title of securities to Amount to be mum offering mum aggregate registra- be registered registered price/share offering price tion fee PPG Industries, Inc. Common Stock, par value $1.66 2/3 per 4,000,000 $38.375 (a) $153,500,000(a) $52,931.03 share.. . . . . . shares
(In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.) (a) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of shares of the Common Stock of PPG Industries, Inc. reported in the consolidated reporting system on April 21, 1995. The contents of Registration Statement No. 33-53235 on Form S-8 of PPG Industries, Inc. are incorporated in this Registration Statement by reference. In accordance with Rule 429 of the General Rules and Regulations under the Securities Act of 1933, the Prospectus used in connection with the Securities covered by this Registration Statement on Form S-8 shall also be used in connection with the securities covered by Registration Statement No. 33-53235 on Form S-8 of PPG Industries, Inc. This is page one of 15 pages. The Exhibit Index is on page 3. SIGNATURES The Registrant. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania, on the 27th day of April, 1995. PPG INDUSTRIES, INC. /s/W. H. Hernandez W. H. Hernandez Senior Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Capacity Date /s/ Jerry E. Dempsey Director and Chairman of ) Jerry E. Dempsey the Board of Directors ) and President (Chief ) Executive Officer) ) ) ) ) ) /s/ W. H. Hernandez Senior Vice President, Finance) W. H. Hernandez (Principal Financial and ) April 27th, 1995 Accounting Officer) ) ) ERROLL B. DAVIS, JR., ) STANLEY C. GAULT, ) ALLEN J. KROWE, ) STEVEN C. MASON, HAROLD A. ) MCINNES, ROBERT MEHRABIAN, ) VINCENT A SARNI, DAVID G. VICE, ) DAVID R. WHITWAM, ) Directors ) By /s/ Jerry E. Dempsey ) Attorney-in-fact ) Jerry E. Dempsey ) The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustee (or other person who administers the employee benefit plan) has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania, on the 27th day of April, 1995. PPG INDUSTRIES EMPLOYEE SAVINGS PLAN By /s/ Kerry A. Rowles Kerry A. Rowles, Administrator of the Plan - 2 - EXHIBIT INDEX Exhibit Sequential No. Page No. 5 Opinion and consent of Guy A. Zoghby, 4 Senior Vice President and General Counsel of the Registrant. 23.1 Consent of Independent Auditors. 6 23.2 Consent of Counsel--contained in 4 opinion filed as Exhibit No. 5. 24 Powers of Attorney. 7 - 3 - EX-5 2 EXHIBIT 5 Exhibit No. 5 April 27, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: PPG Industries Employee Savings Plan/ S-8 Registration Statement To the Members of the Commission: This opinion is submitted in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed on April 28, 1995 with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the "Act"), in respect of 4,000,000 shares of the Common Stock, par value $1.66 2/3 per share, of PPG Industries, Inc. (the "Corporation") and an indeterminate amount of interests of participation in the PPG Industries Employee Savings Plan (the "Plan"). I am Senior Vice President and General Counsel of the Corporation and, in that capacity, I, or lawyers in the Law Department of the Corporation acting under my supervision, have examined the written documents constituting the Plan and such other documents and corporate records as I, or they, have deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, I am of the opinion that all of such shares and interests of participation, upon their issuance (or transfer in the case of shares acquired by the Corporation and held in its treasury) under the terms of the Plan and as authorized by the Corporation's Board of Directors, will be legally issued, fully paid and nonassessable. I am further of the opinion that the provisions of the written documents constituting the Plan comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended, pertaining to such provisions. Securities and Exchange Commission April 27, 1995 Page 2 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to a reference to me and this opinion in the documents constituting a prospectus relating to the Plan and meeting the requirements of the Act. Very truly yours, /s/ Guy A. Zoghby Guy A. Zoghby GAZ/dw EX-23.1 3 EXHIBIT 23.1 Exhibit No. 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of PPG Industries, Inc. on Form S-8 of our reports dated January 19, 1995 and June 10, 1994 appearing in and incorporated by reference in the Annual Report on Form 10-K of PPG Industries, Inc. for the year ended December 31, 1994 and in the Annual Report on Form 11-K of the PPG Industries Employee Savings Plan for the year ended December 31, 1993, respectively. /s/Deloitte& Touche LLP DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania April 28, 1995 EX-24 4 EXHIBIT 24 Exhibit 24 PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, ERROLL B. DAVIS, JR., a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 20th day of April, 1995. /s/ Erroll B. Davis, Jr. ERROLL B. DAVIS, JR. PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, STANLEY C. GAULT, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 19th day of April, 1995. /s/ Stanley C. Gault STANLEY C. GAULT PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, ALLEN J. KROWE, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 20th day of April, 1995. /s/ Allen J. Krowe ALLEN J. KROWE PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, STEVEN C. MASON, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 18th day of April, 1995. /s/ Steven C. Mason STEVEN C. MASON PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, HAROLD A. McINNES, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 17th day of April, 1995. /s/ Harold A. McInnes HAROLD A. McINNES PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, ROBERT MEHRABIAN, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 19th day of April, 1995. /s/ Robert Mehrabian ROBERT MEHRABIAN PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, VINCENT A. SARNI, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 19th day of April, 1995. /s/ Vincent A. Sarni VINCENT A. SARNI PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, DAVID G. VICE, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 19th day of April, 1995. /s/ David G. Vice DAVID G. VICE PPG INDUSTRIES, INC. POWER OF ATTORNEY (Savings Plan) I, DAVID R. WHITWAM, a Director of PPG Industries, Inc. (the "Corporation"), a Pennsylvania corporation, hereby constitute and appoint Jerry E. Dempsey, Guy A. Zoghby and H. Kennedy Linge, or any one or more of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, an S-8 Registration Statement to be filed on or about April 28, 1995 by the Corporation with the Securities and Exchange Commission and any and all amendments thereto, including post- effective amendments, for the purpose of effecting the registration or deregistration, or maintaining the effectiveness of the registration, under the Securities Act of 1933, as amended, of interests of participation in, and shares of the Common Stock and the Preferred Stock of the Corporation to be offered, or which may be offered, under the PPG Industries Employee Savings Plan and its predecessor plans. WITNESS my hand this 20th day of April, 1995. /s/ David R. Whitwam DAVID R. 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