-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQJvhmuHYM11bGUZAqeLVPTPmpRjkhBbBYTIJS7DuCS5htHOfzu378FDRDfuxJQV z2LbmujWOu4xRcSo3Voddg== 0000950123-95-003510.txt : 19951130 0000950123-95-003510.hdr.sgml : 19951130 ACCESSION NUMBER: 0000950123-95-003510 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951128 SROS: NYSE GROUP MEMBERS: SHERWIN WILLIAMS CO GROUP MEMBERS: SWACQ, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRATT & LAMBERT UNITED INC CENTRAL INDEX KEY: 0000079920 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 160594810 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13365 FILM NUMBER: 95596720 BUSINESS ADDRESS: STREET 1: 75 TONAWANDA ST CITY: BUFFALO STATE: NY ZIP: 14207 BUSINESS PHONE: 7168736000 MAIL ADDRESS: STREET 1: 75 TONAWANDA STREET CITY: BUFFALO STATE: NY ZIP: 14207 FORMER COMPANY: FORMER CONFORMED NAME: PRATT & LAMBERT INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERWIN WILLIAMS CO CENTRAL INDEX KEY: 0000089800 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340526850 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2165662200 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------------ PRATT & LAMBERT UNITED, INC. (Name of Subject Company) SWACQ, INC. THE SHERWIN-WILLIAMS COMPANY (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 739732 10 5 (Cusip Number of Class of Securities) ------------------------ LOUIS E. STELLATO, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY THE SHERWIN-WILLIAMS COMPANY 101 PROSPECT AVENUE, N.W. CLEVELAND, OHIO 44115-1075 (216) 566-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------ COPY TO: JOHN A. HEALY, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INDEX TO EXHIBITS LOCATED AT PAGE 4 2 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on November 9, 1995 (the "Schedule 14D-1") by SWACQ, Inc. (the "Purchaser"), a New York corporation and a wholly-owned subsidiary of The Sherwin-Williams Company, an Ohio corporation ("Sherwin-Williams"), relating to the tender offer of the Purchaser to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Common Stock"), of the Company, and the associated Common Stock Purchase Rights (the "Rights," and together with the Common Stock, the "Shares") at a purchase price of $35.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 9, 1995 and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Unless the context otherwise requires, capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase. ITEM 10. ADDITIONAL INFORMATION. (c) At 11:59 p.m. on Friday, November 24, 1995, the waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer expired. Accordingly, the condition to the Offer that any waiting periods under the HSR Act shall have expired or terminated has been satisfied. On November 27, 1995, Sherwin-Williams issued a press release announcing the expiration of the waiting period under the HSR Act, a copy of which has been filed as Exhibit (a)(9) to this Amendment No. 1 and is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Text of press release issued by Sherwin-Williams on November 27, 1995.
2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 28, 1995 SWACQ, INC. By: /s/ C.G. IVY C.G. Ivy Vice President THE SHERWIN-WILLIAMS COMPANY By: /s/ C.G. IVY C.G. Ivy Vice President -- Corporate Planning and Development 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(9) Text of press release issued by Sherwin-Williams on November 27, 1995.
4 EX-99.A9 2 PRESS RELEASE, DATED NOVEMBER 27, 1995 1 Exhibit (a)(9) THE SHERWIN-WILLIAMS COMPANY Contact: Conway G. Ivy Vice President, Corporate Planning and Development 216-566-2102 FOR IMMEDIATE RELEASE CLEVELAND, Ohio, November 27, 1995 - The Sherwin-Williams Company (NYSE:SHW), which on November 9, 1995 announced a tender offer at $35.00 per share for all the common stock of Pratt & Lambert United, Inc., reported that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Sherwin-Williams' proposed acquisition of Pratt & Lambert United expired on Friday, November 24, 1995. ### -----END PRIVACY-ENHANCED MESSAGE-----