-----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, RYPR52ACKhmommx9Aj8m36OTUegSmkqX8YeNnBy6UtbkIXRrMcUNxYSxrijt8Xzs eJcshV6IZ2DCAKGLCoKzOA== 0000950152-97-003105.txt : 19970424 0000950152-97-003105.hdr.sgml : 19970424 ACCESSION NUMBER: 0000950152-97-003105 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970423 EFFECTIVENESS DATE: 19970423 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25671 FILM NUMBER: 97585569 BUSINESS ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2165662200 S-8 1 SHERWIN-WILLIAMS S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997 REGISTRATION NO. 333-___________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- THE SHERWIN-WILLIAMS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 34-0526850 - ---------------------------------------- --------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 101 Prospect Avenue, N.W., Cleveland, Ohio 44115 - ------------------------------------------ ------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) THE SHERWIN-WILLIAMS COMPANY 1997 STOCK PLAN -------------------------------------------- FOR NONEMPLOYEE DIRECTORS ------------------------- (FULL TITLE OF THE PLAN) --------------------- L.E. STELLATO Vice President, General Counsel and Secretary THE SHERWIN-WILLIAMS COMPANY 101 Prospect Avenue, N.W. Cleveland, Ohio 44115 (216) 566-2000 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
======================= ======================= ====================== ======================= ====================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price per Aggregate Offering Amount of to be Registered Registered * Share ** Price ** Registration Fee - ----------------------- ----------------------- ---------------------- ----------------------- ---------------------- Common Stock Par Value $1.00 400,000 shares $26.6875 $10,675,000 $3,234.85 ======================= ======================= ====================== ======================= ======================
* In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares as may be issuable as a result of the anti-dilution provisions of the employee benefit plan described herein. ** In accordance with Rule 457 under the Securities Act of 1933, this figure is based on the average of the high and low prices of Common Stock reported on the New York Stock Exchange on April 16, 1997 and is used solely for the purpose of determining the Registration Fee. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (2) The Company's Current Reports on Form 8-K dated January 7, 1997 and January 29, 1997; (3) The description of the Company's Common Stock included in the Company's Registration Statement on Form S-8 filed with the Commission on April 28, 1989 under Section 12 of the Securities Exchange Act of 1934 and any other subsequent amendment or report filed for the purpose of updating such description; and (4) All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of any original issuance securities being registered pursuant to this Registration Statement has been passed upon by L.E. Stellato, Vice President, General Counsel and Secretary of the Company. At December 31, 1996, Mr. Stellato beneficially owned 17,273 shares of II-1 3 Common Stock of the Company and held options to purchase an additional 39,800 shares of Common Stock of which 34,466 were exercisable within 60 days of such date. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article IV of the Company's Code of Regulations, as amended April 27, 1988 ("Regulations"), filed as Exhibit 4(b) to Post-Effective Amendment No. 1 to Form S-8 Registration Statement Number 2-91401, dated April 29, 1988, is incorporated herein by reference. Reference is made to Section 1701.13(E) of the Ohio Revised Code relating to the indemnification of directors and officers of an Ohio corporation and to Sections 1 and 2 of Article IV of the Regulations. The Ohio Revised Code and Section 1 of Article IV of the Regulations provide that the Company will indemnify its directors, officers, employees and agents against amounts which may be incurred in connection with certain actions, suits or proceedings under the circumstances as set out in Sections 1(a) and 1(b) of Article IV of the Regulations. However, the Ohio Revised Code and Section 1 of Article IV of the Regulations limit indemnification in respect of certain claims, issues or matters as to which such party is adjudged to be liable for negligence or misconduct in performance of his duty to the Company and also in actions in which the only liability asserted against a director is for certain statutory violations. The Ohio Revised Code and Section 1 of Article IV of the Regulations also provide that general indemnification provisions as found in Sections 1(a) and 1(b) of Article IV of the Regulations do not limit the remaining provisions of Article IV of the Regulations. In addition, the Ohio Revised Code and Section 1(e) of Article IV of the Regulations provide that the Company may pay certain expenses in advance of the final disposition of an action if the person receiving the advance undertakes to repay the advance if it is ultimately determined that the person receiving the advance is not entitled to indemnification. Also, with certain limited exceptions, expenses incurred by a director in defending an action must be paid by the Company as they are incurred in advance of the final disposition if the director agrees (i) to repay such advances if it is proved by clear and convincing evidence that the director's action or failure to act involved an act or omission undertaken with reckless disregard for the Company's interests and (ii) to reasonably cooperate with the Company concerning the action. The Company may from time to time maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against such director or officer in any such capacity, subject to certain exclusions. The Company also has entered into indemnification agreements with its directors and certain of its officers providing protection as permitted by law. II-2 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. An Exhibit Index appears on page II-7 of this Registration Statement, which information is incorporated herein by reference. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. II-3 5 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES 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 Cleveland, and State of Ohio, on the 23rd day of April, 1997. THE SHERWIN-WILLIAMS COMPANY By: /s/ L.E. Stellato ---------------------------- L.E. Stellato, Secretary 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: Officers and Directors of The Sherwin-Williams Company: *J.G. BREEN Chairman of the Board and Chief - ----------------------- Executive Officer, Director (Principal J.G. BREEN Executive Officer) *T.A. COMMES President and Chief Operating - ----------------------- Officer, Director T.A. COMMES *L.J. PITORAK Senior Vice President-Finance, - ----------------------- Treasurer and Chief Financial L.J. PITORAK Officer (Principal Financial Officer) *J.L. AULT Vice President-Corporate Controller - ----------------------- (Pricipal Accounting Officer) J.L. AULT *J.M. BIGGAR Director - ----------------------- J.M. BIGGAR II-5 7 *D.E. COLLINS Director - ----------------------- D.E. COLLINS *D.E. EVANS Director - ----------------------- D.E. EVANS *R.W. MAHONEY Director - ----------------------- R.W. MAHONEY *W.G. MITCHELL Director - ----------------------- W.G. MITCHELL *A.M. MIXON, III Director - ----------------------- A.M. MIXON, III *C.E. MOLL Director - ----------------------- C.E. MOLL *H.O. PETRAUSKAS Director - ----------------------- H.O. PETRAUSKAS *R.K. SMUCKER Director - ----------------------- R.K. SMUCKER *The undersigned, by signing his name hereto, does sign and execute this Registration Statement on behalf of the designated Officers and Directors of The Sherwin-Williams Company pursuant to Powers of Attorney executed on behalf of each of such Officers and Directors which are filed as an Exhibit hereto. By: /s/ L.E. Stellato April 23, 1997 ---------------------------------------- L.E. STELLATO, Attorney-in-fact II-6 8 EXHIBIT INDEX ------------- EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 4(a) Amended Articles of Incorporation of the Company, as amended April 28, 1993, filed as Exhibit 4(a) to Form S-8 Registration Statement 33-52227, dated February 10, 1994, and incorporated herein by reference. 4(b) Regulations of the Company, as amended, dated April 27, 1988, filed as Exhibit 4(b) to Post-Effective Amendment No. 1 to Form S-8 Registration Statement Number 2-91401, dated April 29, 1988, and incorporated herein by reference. 4(c) Rights Agreement between the Company and Ameritrust Company National Association, dated January 25, 1989, filed as Exhibit 2.1 to Form 8-A, dated January 26, 1989, and incorporated herein by reference. 5 Opinion of Counsel dated April 23, 1997 (filed herewith). 23(a)(i) Consent of Ernst & Young LLP, Independent Auditors (filed herewith). 23(a)(ii) Consent of Deloitte & Touche LLP, Independent Auditors (filed herewith). 23(b) Consent of L.E. Stellato (set forth in his opinion filed herewith as Exhibit 5). 24 Powers of Attorney (filed herewith). II-7 EX-5 2 EXHIBIT 5 1 EXHIBIT 5 April 23, 1997 The Sherwin-Williams Company 101 Prospect Avenue, N.W. Cleveland, Ohio 44115-1075 RE: REGISTRATION STATEMENT ON FORM S-8 OF THE SHERWIN-WILLIAMS COMPANY Ladies and Gentlemen: As General Counsel for The Sherwin-Williams Company, an Ohio corporation (the "Company"), I am delivering this opinion for use as an Exhibit to the Form S-8 Registration Statement (the "Registration Statement") relating to The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors (the "Plan"). With respect thereto, I have examined: A. The Registration Statement, including the Exhibits filed therewith and the Prospectus related thereto; and B. Such other documents and instruments as I have deemed necessary to render the opinion set forth below. Based upon the foregoing, I am of the opinion that shares of Common Stock, when sold pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable. This opinion is limited to original issuance securities, if any, issued pursuant to the terms of the Plan after the date of this opinion. I am a member of the Bar of the State of Pennsylvania and do not purport to be an expert in, nor do I express any opinion with respect to, the laws of any jurisdiction other than the Federal laws of the United States and the laws of the States of Ohio and Pennsylvania. I am delivering this opinion solely in connection with the filing of the Registration Statement. This letter may not be relied upon for any other purpose or by any person other than the directors and officers of the Company. 2 I consent to the filing of this opinion as Exhibit 5 to the above-mentioned Registration Statement and to the reference to me, in my capacity as General Counsel of the Company, under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ L.E. Stellato EX-23.A.I 3 EXHIBIT 23(A)(I) 1 EXHIBIT 23(a)(i) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors of our report dated January 23, 1997 (except for Note 17, as to which the date is January 29, 1997) with respect to the consolidated financial statements and schedule of The Sherwin-Williams Company included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. Cleveland, Ohio ERNST & YOUNG LLP April 21, 1997 EX-23.A.II 4 EXHIBIT 23(A)(II) 1 EXHIBIT 23(a)(ii) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 400,000 shares of Common Stock of The Sherwin-Williams Company pertaining to The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors of our report dated March 26, 1996 (except for Notes 11 and 12, as to which the dates are November 22, 1996 and January 3, 1997, respectively) with regard to the consolidated financial statements of Thompson Minwax Holding Corp. and Subsidiaries for the year ended December 31, 1995 (as restated), included in the Current Report on Form 8-K of The Sherwin-Williams Company dated January 7, 1997. DELOITTE & TOUCHE LLP April 21, 1997 EX-24 5 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer and Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 15, 1997 /s/ J.G. Breen ----------------------------- ------------------------------------- J. G. Breen Chairman and Chief Executive Officer, Director 2 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer and Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 14, 1997 /s/ T.A. Commes ----------------------------- ------------------------------------- T. A. Commes President and Chief Operating Officer, Director 3 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 15, 1997 /s/ L.J. Pitorak ----------------------------- ------------------------------------- L. J. Pitorak Senior Vice President - Finance, Treasurer and Chief Financial Officer 4 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY The undersigned Officer of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 15, 1997 /s/ J.L. Ault ----------------------------- ------------------------------------- J. L. Ault Vice President - Corporate Controller 5 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 18, 1997 /s/ James M. Biggar ----------------------------- ------------------------------------- J. M. Biggar Director 6 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 19, 1997 /s/ D.E. Collins ----------------------------- ------------------------------------- D. E. Collins Director 7 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 16, 1997 /s/ D.E. Evans ----------------------------- ------------------------------------- D. E. Evans Director 8 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 14, 1997 /s/ R.W. Mahoney ----------------------------- ------------------------------------- R. W. Mahoney Director 9 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 17, 1997 /s/ W.G. Mitchell ----------------------------- ------------------------------------- W. G. Mitchell Director 10 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 17, 1997 /s/ A.M. Mixon ----------------------------- ------------------------------------- A. M. Mixon Director 11 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 18, 1997 /s/ Curtis E. Moll ----------------------------- ------------------------------------- C. E. Moll Director 12 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 19, 1997 /s/ H.O. Petrauskas ----------------------------- ------------------------------------- H. O. Petrauskas Director 13 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Registration Statement on Form S-8 for its Common Stock, par value $1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacity indicated below, said Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the Securities and Exchange Commission and any national securities exchange, granting unto said attorneys, and each one of them, full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys, or any of them or any substitutes. Executed the date set opposite my name. Date: February 19, 1997 /s/ R.K. Smucker ----------------------------- ------------------------------------- R. K. Smucker Director 14 CERTIFICATE ----------- I, the undersigned, Secretary of The Sherwin-Williams Company (the "Corporation"), hereby certify that attached hereto is a true and complete copy of a resolution of the Directors of the Corporation, duly adopted at a meeting held on February 19, 1997, and that such resolution is in full force and effect and has not been amended, modified, revoked or rescinded as of the date hereof. IN WITNESS WHEREOF, I have executed this certificate as of this 23rd day of April, 1997. /s/ L.E. Stellato -------------------------------- L.E. Stellato, Secretary 15 FURTHER RESOLVED, that the appropriate officers of the Company are each hereby authorized (i) to execute and deliver a power of attorney appointing J.G. Breen, T.A. Commes, L.J. Pitorak and L.E. Stellato or any of them to act as attorneys-in-fact for the Company and for such officers for the purpose of executing and filing with the SEC, on behalf of the Company, such registration statement or statements and any and all amendments thereto (including, without limitation, post-effective amendments) with all supplements and exhibits thereto and any and all applications or other documents in connection therewith, with the SEC and any national securities exchange; and (ii) to cause such registration statement, amendment, supplement or document to be executed by any proper officer, on behalf of the Company, pursuant to such power of attorney; -----END PRIVACY-ENHANCED MESSAGE-----