Current Report Filing (8-k)
March 21 2017 - 9:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 20, 2017
The Sherwin-Williams Company
(Exact Name of Registrant as Specified in Charter)
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Ohio
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1-04851
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34-0526850
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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101 West Prospect Avenue
Cleveland, Ohio
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44115
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(Address of Principal Executive Offices)
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(Zip Code)
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(216)
566-2000
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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As previously disclosed, on March 19, 2016, The Sherwin-Williams
Company (Sherwin-Williams) entered into an Agreement and Plan of Merger (the Merger Agreement) among Sherwin-Williams, Viking Merger Sub, Inc., a wholly owned subsidiary of Sherwin-Williams (Merger Sub), and The
Valspar Corporation (Valspar), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Valspar (the Merger).
Under Section 7.1(b) of the Merger Agreement, the Merger Agreement would have otherwise expired if the Merger had not occurred on or prior to
5:00 p.m. Eastern Time on March 21, 2017 (the Original End Date). On March 20, 2017, pursuant to Section 7.1(b) of the Merger Agreement, Sherwin-Williams and Valspar extended the Original End Date for a period of three months
to June 21, 2017 (the First Extended End Date).
The completion of the Merger remains subject to customary conditions,
including, without limitation, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of other required antitrust approvals. Subject to the
satisfaction of these conditions, Sherwin-Williams expects to complete the Merger by the First Extended End Date.
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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.
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THE SHERWIN-WILLIAMS COMPANY
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March 21, 2017
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By:
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/s/ Catherine M. Kilbane
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Catherine M. Kilbane
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Senior Vice President, General Counsel and
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Secretary
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