Rule 424(b)(5)
Registration No. 33-64081
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 8, 1995
$200,000,000
PPG INDUSTRIES, INC.
[LOGO of
PPG INDUSTRIES, INC.]
$100,000,000 6 1/4% Notes Due February 15, 2002
$100,000,000 6 7/8% Notes Due February 15, 2012
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The $100,000,000 6 1/4% Notes Due February 15, 2002 (the "6 1/4% Notes") and
the $100,000,000 6 7/8% Notes Due February 15, 2012 (the "6 7/8% Notes") are
being offered by PPG Industries, Inc. (the "Company"). The 6 1/4% Notes and
the 6 7/8% Notes are hereinafter collectively referred to as the "Notes."
Interest on the Notes is payable semiannually in arrears on February 15
and August 15 of each year, beginning August 15, 1997. The 6 1/4% Notes
are not redeemable prior to maturity and are not subject to a sinking
fund. The 6 7/8% Notes will be redeemable in whole or in part at any
time, at the option of the Company, at a redemption price equal to
the greater of (i) 100% of their principal amount and (ii) the sum
of the present values of the remaining scheduled payments of
principal and interest thereon discounted, on a semiannual basis,
at the Treasury Yield (as defined herein) plus 12.5 basis
points, together with accrued interest to the date
of redemption. The 6 7/8% Notes will not be subject to a
sinking fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
----------- ------------- -------------
Per 6 1/4% Note............................ 99.522% 0.600% 98.922%
Total...................................... $99,522,000 $600,000 $98,922,000
Per 6 7/8% Note............................ 99.933% 0.750% 99.183%
Total...................................... $99,933,000 $750,000 $99,183,000
(1) Plus accrued interest from February 15, 1997 to date of delivery.
(2) Before deduction of expenses payable by the Company estimated to be
$150,000.
------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Notes will be made on or about February 21, 1997.
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO. J.P. MORGAN & CO.
The date of this Prospectus Supplement is February 18, 1997.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE NOTES
OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds from the offerings will be available for general corporate
purposes, including repayment of commercial paper.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the years indicated.
YEAR ENDED DECEMBER 31,
-------------------------
1992 1993 1994 1995 1996
---- ---- ---- ----- ----
Ratio of earnings to fixed
charges......................... 4.09 5.01 8.43 11.26 9.90
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For the purpose of this ratio, "earnings" consist of consolidated earnings
before income taxes, plus fixed charges exclusive of capitalized interest and
less undistributed income of unconsolidated affiliates carried on the equity
basis. Earnings for the periods indicated were affected by charges from
business divestitures and realignments as follows, in millions: $10.4, $126.4
and $85.0, respectively, for the years ended December 31, 1992, 1993 and 1994.
There were no charges from business divestitures and realignments for the
years ended December 31, 1995 and 1996. "Fixed charges" consist of interest,
whether expensed or capitalized (including amortization of debt discount and
debt expense), and that portion of rentals which is representative of
interest.
DESCRIPTION OF THE NOTES
The following description of the terms of the 6 1/4% Notes and the 6 7/8%
Notes offered hereby supplements and modifies the description of the general
terms and provisions of the Debt Securities set forth in the accompanying
Prospectus, to which reference is hereby made.
GENERAL
The Notes will be unsecured obligations of the Company and will be issued
under an Indenture dated as of August 1, 1982 as supplemented (such Indenture
as so supplemented is hereinafter called the "Indenture"), between the Company
and Harris Trust and Savings Bank, as Trustee (the "Trustee"). The 6 1/4%
Notes will be limited to $100,000,000 aggregate principal amount, will bear
interest at the rate of 6 1/4% per annum and will mature on February 15, 2002.
The 6 7/8% Notes will be limited to $100,000,000 aggregate principal amount,
will bear interest at the rate of 6 7/8% per annum and will mature on February
15, 2012. The Notes will bear interest from February 15, 1997 or from the most
recent interest payment date to which interest has been paid or provided for,
payable semiannually on February 15 and August 15 of each year, commencing on
August 15, 1997, to the persons in whose names the Notes are registered at the
close of business on the February 1 or August 1, as the case may be, next
preceding such interest payment date. The Notes are to be issued only in
registered form without coupons in denominations of $1,000 and integral
multiples thereof.
REDEMPTION
The 6 1/4% Notes are not redeemable prior to maturity and are not subject to
a sinking fund.
The 6 7/8% Notes will be redeemable in whole or in part at any time, at the
option of the Company, at a redemption price equal to the greater of (i) 100%
of their principal amount and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted, on
a semi-annual basis, at the Treasury Yield plus 12.5 basis points, together
with accrued interest to the date of redemption. Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-day months. The 6 7/8%
Notes are not subject to a sinking fund.
Holders of 6 7/8% Notes to be redeemed will receive notice thereof by first-
class mail at least 30 and not more than 60 days prior to the date fixed for
redemption.
S-2
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the 6 7/8% Notes that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of the 6 7/8% Notes. "Independent Investment Banker" means
Credit Suisse First Boston Corporation or, if such firm is unwilling or unable
to select the Comparable Treasury Issue, an independent investment banking
institution of national standing in the United States appointed by the Trustee
after consulting with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, the
average of the Reference Treasury Dealer Quotations for such redemption date.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation and Goldman, Sachs & Co. and their respective successors; provided
however, that if either of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"),
the Company will substitute therefor another Primary Treasury Dealer.
BOOK-ENTRY SYSTEM
The 6 1/4% Notes and 6 7/8% Notes will each be issued in the form of one or
more fully registered securities (each a "Global Note" and collectively, the
"Global Notes") which will be deposited with, or on behalf of, The Depository
Trust Company, New York, New York (the "Depositary") and registered in the
name of the Depositary's nominee. Except as set forth below, the Global Notes
may be transferred, in whole and not in part, only to the Depositary or
another nominee of the Depositary.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary was created to hold
securities of institutions that have accounts with the Depositary or its
nominee ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including
the Underwriters), banks, trust companies, clearing corporations and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others such as banks, brokers, dealers and trust companies that clear through,
or maintain a custodial relationship with, a participant, either directly or
indirectly. The Depositary agrees with and represents to its participants that
it will administer its book-entry system in accordance with its rules and by-
laws and requirements of law.
Upon the issuance of the Global Notes, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts
of the Notes represented by such Global Notes to the accounts of
S-3
participants. The accounts to be credited shall be designated by the
Underwriters. Ownership of beneficial interests in the Global Notes will be
limited to participants or persons that may hold interests through
participants. Ownership of interests in the Global Notes will be shown on, and
the transfer of those ownership interests will be effected only through,
records maintained by the Depositary (with respect to participants' interests)
and such participants (with respect to the owners of beneficial interests in
the Global Notes). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to transfer
beneficial interests in the Global Notes.
So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Notes, the Depositary or such nominee, as the case may be,
will be considered the sole owner and holder of the related Notes for all
purposes of such Notes and for all purposes under the Indenture. Except as set
forth below, owners of beneficial interests in the Global Notes will not be
entitled to have the Notes represented by such Global Notes registered in
their names, will not receive or be entitled to receive physical delivery of
certificated Notes in definitive form and will not be considered to be the
owners or holders of any Notes under the Indenture or the Global Notes.
Accordingly, each person owning a beneficial interest in the Global Notes must
rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interests, to exercise any rights of a holder of Notes under the
Indenture or the Global Notes. The Company understands that under existing
industry practice, in the event the Company requests any action of holders of
the 6 1/4% Notes or the 6 7/8% Notes, or an owner of a beneficial interest in
a Global Note desires to take any action that the Depositary, as the holder of
such Global Note, is entitled to take, the Depositary would authorize the
participants to take such action, and the participants would authorize
beneficial owners owning through such participants to take such action or
would otherwise act upon the instructions of beneficial owners owning through
them.
Payment of principal of and interest on Notes represented by the Global
Notes registered in the name of or held by the Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the
registered owner and holder of the Global Notes.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Notes, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Notes as
shown on the records of the Depositary. The Company also expects that payments
by participants to owners of beneficial interests in the Global Notes held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of such participants. Neither the Company nor the Trustee will
have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests in the
Global Notes for any Notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for any other
aspect of the relationship between the Depositary and its participants or the
relationship between such participants and the owners of beneficial interests
in the Global Notes owning through such participants.
Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Notes may not be transferred except as a
whole by the Depositary to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary.
The 6 1/4% Notes or the 6 7/8% Notes, as the case may be, represented by a
Global Note may be exchanged for certificated notes in definitive form of like
tenor as such Notes in denominations of $1,000 and in any greater amount that
is an integral multiple thereof if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Note
or if at any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (ii) the Company in its
discretion at any time determines not to have all of the 6 1/4% Notes or the 6
7/8% Notes, as the case may be, represented by such Global Note and notifies
the Trustee thereof, or (iii) an Event of Default has occurred and is
continuing with respect to the 6 1/4% Notes or the 6 7/8% Notes, as the case
may be, represented by such Global Note. Any 6 1/4% Note or 6 7/8% Note that
is exchanged pursuant to the preceding sentence will be exchangeable for
certificated 6 1/4% Notes or 6 7/8% Notes, respectively, issuable in
authorized denominations and registered in such names as the Depositary shall
direct.
S-4
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement
and Terms Agreements dated February 18, 1997 (together, the "Underwriting
Agreements"), the Company has agreed to sell to Credit Suisse First Boston
Corporation, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (the
"Underwriters"), and the Underwriters have severally but not jointly agreed to
purchase from the Company, the following respective principal amounts of the
Notes:
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
6 1/4% NOTES 6 7/8% NOTES
NAME ------------ ------------
Credit Suisse First Boston Corporation......... $ 33,400,000 $ 33,400,000
Goldman, Sachs & Co............................ 33,300,000 33,300,000
J.P. Morgan Securities Inc..................... 33,300,000 33,300,000
------------ ------------
Total...................................... $100,000,000 $100,000,000
============ ============
The Underwriting Agreements provide that the obligations of the Underwriters
are subject to certain conditions precedent, and that the Underwriters will be
obligated to purchase all of the 6 1/4% Notes or 6 7/8% Notes if any 6 1/4%
Notes or 6 7/8% Notes, respectively, are purchased.
The Company has been advised by the Underwriters that the Underwriters
propose to offer the Notes to the public initially at the offering prices set
forth on the cover page of this Prospectus Supplement and to certain dealers
at such prices less a concession of 0.35% of the principal amount per 6 1/4%
Note and 0.45% of the principal amount per 6 7/8% Note, and the Underwriters
and such dealers may allow a discount of 0.25% of the principal amount per 6
1/4% Note and 0.25% of the principal amount per 6 7/8% Note on sales to
certain other dealers. After the initial public offering the public offering
prices and concessions and discounts to dealers may be changed by the
Underwriters.
The Notes are new issues of securities with no established trading markets.
The Company has been advised by the Underwriters that one or more of the
Underwriters intend to make markets in the Notes, but are not obligated to do
so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of, or trading markets for, the
Notes.
In the ordinary course of their respective businesses, affiliates of J.P.
Morgan Securities Inc. have engaged, and in the future may engage, in
commercial banking and investment banking transactions with the Company and
affiliates of the Company.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or to contribute to payments which the Underwriters may be required
to make in respect thereof.
VALIDITY OF THE NOTES
The validity of the Notes to which this Prospectus Supplement relates will
be passed upon for the Company by Guy A. Zoghby, Senior Vice President and
General Counsel of the Company, and for the Underwriters by Sullivan &
Cromwell, New York, New York. Mr. Zoghby beneficially owns an aggregate of
36,252 shares of the common stock of the Company directly and indirectly
through the Company's employee savings plan, exclusive of those shares which
have accrued for his account in such plan during the year 1997. In addition,
Mr. Zoghby holds options entitling him to acquire 195,604 shares of such
common stock.
EXPERTS
The consolidated financial statements and related financial statement
schedule as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995 incorporated in the accompanying Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are also incorporated in the
accompanying Prospectus by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
S-5
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P R O S P E C T U S
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PPG Industries, Inc.
Debt Securities
------------
PPG Industries, Inc. (the "Company") may, from time to time, offer up to
$600,000,000 aggregate principal amount of its debt securities (the "Debt
Securities") on terms to be determined at the time of sale. The terms of the
Debt Securities in respect of which this Prospectus is being delivered (the
"Offered Debt Securities"), including, where applicable, the aggregate
principal amount, denominations, currency of payment, maturity, premium, if
any, rate of interest (which may be fixed or variable), if any, time of
payment of any interest, purchase price, provisions for redemption or sinking
fund, if any, and other provisions, are set forth in the accompanying
Prospectus Supplement ("Prospectus Supplement"), together with the terms of
offering of the Offered Debt Securities. The Debt Securities may be sold by
the Company directly, through agents designated from time to time or to one or
more underwriters or dealers for public offering pursuant to terms of offering
fixed at the time of sale.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
November 8, 1995
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER, OR DEALER. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at its
Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and its Northeast Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information can be inspected also at the offices of the
New York Stock Exchange, the Pacific Stock Exchange and the Philadelphia Stock
Exchange, the national securities exchanges on which the Company's securities
are listed. This Prospectus does not contain all of the information set forth
in the Registration Statement and exhibits thereto filed by the Company with
the Commission under the Securities Act of 1933, and to which reference is
hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, which has been filed by the Company with the Securities and Exchange
Commission, is incorporated herein by reference and made a part hereof.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, June 30, 1995, and September 30, 1995 are incorporated by reference
herein and made part hereof.
The Company's Current Reports on Form 8-K dated April 4, 1995, April 20,
1995, July 31, 1995, October 19, 1995, and November 8, 1995 are incorporated
by reference herein and made part hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated by reference herein or
deemed to be incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or in the Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents which have been or may be incorporated
herein by reference (other than exhibits to such documents not specifically
incorporated therein). Such requests should be directed to PPG Industries,
Inc., One PPG Place, Pittsburgh, Pennsylvania 15272, Attention: Director,
Investor Relations, (412) 434-2120.
2
THE COMPANY
The business of the Company, a Pennsylvania corporation, is concentrated in
three basic segments: glass, coatings and resins, and chemicals. The Company's
principal executive offices are located at One PPG Place, Pittsburgh,
Pennsylvania 15272 and its telephone number is (412) 434-3131.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
to the Company from the sale of the Debt Securities will be added to the
Company's general funds and will be used for general corporate purposes. The
Company expects that it may from time to time engage in additional public or
private financings of a character and in an amount to be determined as the
occasion arises.
DESCRIPTION OF THE DEBT SECURITIES
The Offered Debt Securities are to be issued under an indenture, dated as of
August 1, 1982 (the "Original Indenture") as amended and supplemented (such
Original Indenture, as so amended and supplemented, the "Indenture"), between
the Company and Harris Trust and Savings Bank, as Trustee (the "Trustee").
Copies of the Original Indenture and the amendments and supplements thereto
are Exhibits to this Registration Statement. The following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture. Capitalized terms are defined in the Indenture
unless otherwise defined herein. Wherever particular provisions or defined
terms of the Indenture are referred to, such provisions or defined terms are
incorporated herein by reference.
GENERAL
The Indenture provides for the issuance, from time to time in one or more
series, of unsecured obligations of the Company which may be debentures, notes
or other evidences of indebtedness ("Debt Securities"). The Indenture does not
limit the amount of Debt Securities which may be authenticated and delivered
thereunder. Each series of Debt Securities may be established in or pursuant
to a resolution of the Company's Board of Directors or in one or more
indentures supplemental to the Indenture.
The Prospectus Supplement relating to the Offered Debt Securities will
describe the following terms of the Offered Debt Securities: (1) the title of
the Offered Debt Securities; (2) any limit on the aggregate principal amount
of the Offered Debt Securities; (3) the date or dates on which the Offered
Debt Securities will mature; (4) the rate or rates (which may be fixed or
variable) at which the Offered Debt Securities will bear interest, if any, and
the date from which such interest will accrue; (5) the dates on which such
interest will be payable and the Regular Record Dates for such Interest
Payment Dates; (6) any mandatory or optional sinking fund or analogous
provisions; (7) the date, if any, after which, and the price or prices at
which, the Offered Debt Securities may be redeemed at the option of the
Company; (8) if applicable, the terms and conditions upon which the Offered
Debt Securities may be repayable prior to final maturity at the option of the
holder thereof or otherwise; (9) any additional restrictive covenants included
for the benefit of Holders of the Offered Debt Securities; (10) any additional
Events of Default provided with respect to the Offered Debt Securities; (11)
the currency of payment of principal of and premium, if any, and interest, if
any, on the Offered Debt Securities; (12) any index used to determine the
amount of payments of principal of and premium, if any, and interest, if any,
on the Offered Debt Securities; (13) whether such Offered Debt Securities are
to be issued in whole or in part in the form of one or more Global Securities
and, if so, the identity of the depositary for such Global Security or
Securities (the "Depositary") and the circumstances under which any such
Global Security may be exchanged for Securities registered in the name of, and
any transfer of such Global Security may be registered to, a Person other than
such Depositary or its nominee; and (14) any other terms of the Offered Debt
Securities. Unless otherwise indicated in the Prospectus Supplement, principal
of (and premium, if any) and interest (if any) on the Offered Debt Securities
will be payable, and transfers of the Offered Debt Securities will be
registrable, at the office of the Trustee or its designee, provided that at
the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as it appears in the Security
Register. ((S)(S) 201, 301, 305 and 1002)
3
The Offered Debt Securities will be issued only in fully registered form
without coupons and, unless otherwise indicated in the Prospectus Supplement,
in denominations of $1,000 or any integral multiple thereof. ((S)302) No
service charge will be made for any registration of transfer or exchange of
Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. ((S) 305)
Debt Securities may be issued under the Indenture as Original Issue Discount
Debt Securities to be sold at a substantial discount below their principal
amount. Special federal income tax and other considerations applicable thereto
will be described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on
behalf of, a Depositary identified in the applicable Prospectus Supplement or
Prospectus Supplements. A Global Security will be issued in a denomination
equal to the aggregate principal amount of outstanding Debt Securities of the
series represented by such Global Security. Global Securities will be issued
in registered form and in either temporary or permanent global form. Unless
and until it is exchanged for Debt Securities in definitive form, a temporary
Global Security may not be transferred except as a whole by the Depositary for
such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee
of such successor. The specific terms of the depositary arrangement with
respect to a series of Debt Securities will be described in the applicable
Prospectus Supplement or Prospectus Supplements.
RESTRICTIVE COVENANTS
The following restrictive covenants are applicable so long as the Debt
Securities of any series are Outstanding except that one or more of such
covenants may be made inapplicable to Debt Securities of a particular series
at the time of establishment of such series. The Prospectus Supplement
relating to such series will state which covenants are inapplicable to such
series.
The Company will not, and will not permit any Restricted Subsidiary to,
incur or guarantee any debt secured by a mortgage or lien on any of the
principal manufacturing or research properties, plants or facilities of the
Company or any Restricted Subsidiary, or on any shares of stock or
indebtedness of any Restricted Subsidiary, without making effective provision
for securing the Debt Securities of any series to which this covenant applies
(and, if the Company so elects, any indebtedness ranking equally with such
Debt Securities) equally and ratably with or prior to such secured debt. These
covenants will not apply to debt secured by (a) mortgages or liens on property
existing at the time acquired or on property of any corporation existing at
the time it becomes a subsidiary, (b) purchase money mortgages, (c) mortgages
or liens on property to finance the cost of exploration, development or
improvement of such property, (d) mortgages or liens on property in favor of
the United States or any state thereof, or any other country, or any political
subdivision of any of the foregoing, to secure payments pursuant to any
contract or statute or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such mortgages or liens, (e) mortgages or liens
securing indebtedness owing to the Company or a wholly-owned Restricted
Subsidiary by a Subsidiary, or (f) extensions, renewals or replacements of any
of the foregoing. Notwithstanding these covenants, the Company and its
Restricted Subsidiaries may incur or guarantee any secured debt which would
otherwise be subject to the foregoing restrictions, provided that after giving
effect thereto the sum of the aggregate amount of such debt then outstanding
(not including secured debt permitted under the foregoing exceptions) and the
aggregate "value" of sale and leaseback transactions (as defined) at such time
does not exceed 5% of the "shareholders' interest" (defined to include the
aggregate of capital and surplus, less treasury stock at cost, of the Company
and its Restricted Subsidiaries consolidated as of the end of the latest
fiscal year). ((S) 1004)
Sales and leasebacks of real property by the Company or a Restricted
Subsidiary (except those for a temporary period of not more than three years)
will be prohibited unless (a) the property involved could be mortgaged to the
extent of the "value" of the sale and leaseback transaction without equally
and ratably
4
securing the Debt Securities of any series to which this covenant applies or
(b) an amount equal to the proceeds of sale or the fair value of the property
sold (whichever is higher) is applied to the retirement of Funded Debt of the
Company (with provision for a credit in certain cases for Debt Securities
otherwise acquired or retired). ((S) 1005)
Neither the Company nor any Restricted Subsidiary may transfer to an
Unrestricted Subsidiary any assets which in the opinion of the Board of
Directors constitute a major manufacturing or research property, plant or
facility of the Company and its Restricted Subsidiaries taken as a whole. ((S)
1005)
The term "Restricted Subsidiary" means any subsidiary other than foreign
subsidiaries or subsidiaries in territories or possessions of the United
States or leasing, real estate investment, or financing subsidiaries unless
such a subsidiary is designated as a Restricted Subsidiary by the Board of
Directors. Restricted Subsidiaries may become Unrestricted Subsidiaries by
designation of the Board of Directors but only if in the opinion of the Board
they do not own a major manufacturing or research property, plant or facility
of the Company and its Restricted Subsidiaries taken as a whole. Any newly
acquired or formed Subsidiary may be designated an Unrestricted Subsidiary by
action of the Board of Directors within 90 days of such acquisition or
formation. ((S) 101)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any,
on any Debt Security of that series when due; (b) failure to pay any interest
on any Debt Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) failure to perform, or breach of, any other
covenant or warranty of the Company in the Indenture (other than a covenant or
warranty included in the Indenture solely for the benefit of series of Debt
Securities other than that series), continued for 60 days after written notice
as provided in the Indenture; (e) acceleration of the maturity of more than
$10,000,000 principal amount of any indebtedness for money borrowed by the
Company under the terms of the instrument under which such indebtedness is
issued or secured, if such acceleration is not annulled within 10 days after
written notice as provided in the Indenture; (f) certain events in bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided with
respect to Debt Securities of that series. ((S) 501) If an Event of Default
with respect to Debt Securities of any series at the time Outstanding occurs
and is continuing, either the Trustee or the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that series may declare
the principal amount (or, if the Debt Securities of that series are Original
Issue Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that
series to be due and payable immediately. At any time after such a declaration
of acceleration with respect to Debt Securities of any series has been made,
but before a judgment or decree for payment of the money due has been
obtained, the Holders of a majority in principal amount of the Outstanding
Debt Securities of that series may, under certain circumstances, rescind and
annul such declaration and its consequences. ((S) 502)
The Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable security or indemnity. ((S) 603) Subject to
such provisions for indemnification of the Trustee, the Holders of a majority
in principal amount of the Outstanding Debt Securities of any series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Debt Securities of that series.
((S) 512)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. ((S) 1009)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of 66 2/3% in principal amount of
the Outstanding Debt Securities of each series
5
affected by such modification or amendment provided that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the stated maturity date of the
principal of, or any installment of principal of or interest (if any) on, any
Debt Security, (b) reduce the principal amount of, or the premium (if any) or
rate of interest (if any) on, any Debt Security, (c) reduce the amount of
principal of an Original Issue Discount Debt Security payable upon
acceleration of the Maturity thereof, (d) change the place or currency of
payment of principal of, or premium (if any) or interest (if any) on, any Debt
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security or (f) reduce the percentage
in principal amount of Outstanding Debt Securities of any series, the consent
of whose Holders is required for modification or amendment of the Indenture or
for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults. ((S) 902)
The Holders of 66 2/3% in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities
of that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. ((S) 1010) The
Holders of a majority in principal amount of the Outstanding Debt Securities
of any series may on behalf of the Holders of all Debt Securities of that
series waive any past default under the Indenture with respect to that series
and its consequences, except a default in the payment of the principal of (or
premium, if any) or interest (if any) on any Debt Security of that series or
in respect of a provision which under the Indenture cannot be modified or
amended without the consent of the Holder of each Outstanding Debt Security of
that series affected. ((S) 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate or merge with or into, or transfer or lease its
assets substantially as an entirety to, any corporation or may acquire or
lease the assets of any Person, provided that the corporation formed by such
consolidation or into which the Company is merged or which acquires or leases
the assets of the Company substantially as an entirety is organized under the
laws of any United States jurisdiction and assumes the Company's obligations
on the Debt Securities and under the Indenture, that after giving effect to
the transaction no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be
continuing, and that certain other conditions are met. (Article Eight)
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities directly, through agents designated
from time to time or to one or more underwriters or dealers for public
offering pursuant to terms of offering fixed at the time of sale. The
Prospectus Supplement describes the method of distribution of the Offered Debt
Securities. Unless otherwise indicated in the Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Debt Securities will
be subject to certain conditions precedent and the underwriters will be
obligated to purchase all of the Offered Debt Securities if any are purchased.
The Offered Debt Securities may be distributed from time to time in one or
more transactions at a fixed price or prices (which may be changed) or at
prices determined as specified in the Prospectus Supplement. In connection
with the sale of the Offered Debt Securities, underwriters or dealers may be
deemed to have received compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Offered Debt Securities for whom they may act as agent.
Underwriters may sell the Offered Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Certain of the underwriters, dealers or agents who
participate in the distribution of the Offered Debt Securities may engage in
other transactions with, and perform other services for, the Company in the
ordinary course of business.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Offered Debt Securities, and any
discounts, concessions or commissions allowed by underwriters to dealers, are
set forth in the Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Offered Debt Securities may be deemed
to be underwriters, and any discounts and
6
commissions received by them and any profit realized by them on the resale of
the Offered Debt Securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Underwriters and their
controlling persons, dealers and agents may be entitled, under agreements
entered into with the Company, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the Securities
Act of 1933.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agent to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date.
EXPERTS
The consolidated financial statements and related financial statement
schedule as of December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994 incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are also incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
7
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Use of Proceeds............................................................. S-2
Ratio of Earnings to Fixed Charges.......................................... S-2
Description of the Notes.................................................... S-2
Underwriting................................................................ S-5
Validity of the Notes....................................................... S-5
Experts..................................................................... S-5
PROSPECTUS
Available Information....................................................... 2
Incorporation of Certain Documents
by Reference............................................................... 2
The Company................................................................. 3
Use of Proceeds............................................................. 3
Description of the Debt Securities.......................................... 3
Plan of Distribution........................................................ 6
Experts..................................................................... 7
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$200,000,000
[LOGO of PPG INDUSTRIES, INC.]
PPG INDUSTRIES, INC.
$100,000,000
6 1/4% Notes Due February 15, 2002
$100,000,000
6 7/8% Notes Due February 15, 2012
PROSPECTUS SUPPLEMENT
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
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