-----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, Lk8Oi//f9LJq6P9gf+7zNzqSwcddKD1oPNgQ9D2sTpBmm5or2KMEVaa/+Wk3TELY Mg0TSOt17FFM5G2dZNEihg== 0000950152-06-010103.txt : 20061213 0000950152-06-010103.hdr.sgml : 20061213 20061213171527 ACCESSION NUMBER: 0000950152-06-010103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061213 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPG INDUSTRIES INC CENTRAL INDEX KEY: 0000079879 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 250730780 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01687 FILM NUMBER: 061274883 BUSINESS ADDRESS: STREET 1: ONE PPG PL 40 EAST CITY: PITTSBURGH STATE: PA ZIP: 15272 BUSINESS PHONE: 4124343131 MAIL ADDRESS: STREET 1: ONE PPG PL 40 EAST CITY: PITTSBURGH STATE: PA ZIP: 15272 FORMER COMPANY: FORMER CONFORMED NAME: PITTSBURGH PLATE GLASS CO DATE OF NAME CHANGE: 19681219 8-K 1 l23685ae8vk.htm 8-K PPG INDUSTRIES, INC. 8-K
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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): December 13, 2006 (December 13, 2006)
PPG INDUSTRIES, INC.
 
(Exact name of registrant as specified in its charter)
         
Pennsylvania   001-01687   25-0730780
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
One PPG Place Pittsburgh, Pennsylvania   15272
     
(Address of principal executive offices)   (Zip code)
Registrant’s telephone number, including area code: (412) 434-3131
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 (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EX-99.1


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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
PPG Industries, Inc. (the “Company”) previously sent a notice to participants in the Company’s Employee Savings Plan (the “Savings Plan”) informing them that the Savings Plan would be changing its recordkeeper. The notice stated that while this conversion is being made, participants in the Savings Plan would not be able access their accounts to direct or diversify their investments, obtain a loan from the Savings Plan or obtain a distribution from the Savings Plan. The notice also stated that participants would not be able to make investment changes in the Savings Plan starting on December 28, 2006 and ending on January 5, 2007. This period is referred to as the “Blackout Period.”
On December 13, 2006, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, the Company sent a blackout trading restriction notice (the “BTR Notice”) to its executive officers and directors informing them that, because the restrictions during the Blackout Period include restrictions on investment changes involving the Company’s common stock held in the Savings Plan, they would be prohibited during the Blackout Period from purchasing and selling shares of the Company’s common stock (including derivative securities pertaining to such shares) acquired in connection with their employment as an executive officer or service as a director.
A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
A participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting the Office of the General Counsel, PPG Industries, Inc., One PPG PlacePittsburgh, Pennsylvania 15272, at (412) 434-3131, before and during the Blackout Period and for a period of two years thereafter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
99.1
  Notice to Executive Officers and Directors of PPG Industries, Inc. regarding the Savings Plan Blackout Period and Trading Restrictions.

 


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SIGNATURE
     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.
         
Dated: December 13, 2006  PPG INDUSTRIES, INC.
 
 
  By:   /s/ James C. Diggs    
    James C. Diggs   
    Senior Vice President, General Counsel
and Secretary
 
 
 

 


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Exhibit Index
     
Exhibit No.   Description
99.1
  Notice to Executive Officers and Directors of PPG Industries, Inc. regarding the Savings Plan Blackout Period and Trading Restrictions.

 

EX-99.1 2 l23685aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
     
To:
  Executive Officers and Directors of PPG Industries, Inc. December 13, 2005
Date:
  NOTICE REGARDING 401(K) PLAN BLACKOUT PERIOD AND RESTRICTIONS ON
Re:
  ABILITY TO TRADE SHARES OF THE COMPANY’S SECURITIES
This notice is to inform you of significant restrictions on your ability to trade any equity securities of PPG Industries, Inc. (the “Company”) during an upcoming “blackout period” that will apply to the Company’s Employee Savings Plan (the “Savings Plan”). This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and is in addition to the Company’s blackout periods related to its earnings releases.
The Savings Plan blackout period is being imposed because of the conversion to a new recordkeeper for the Savings Plan. The Savings Plan blackout period will begin on December 28, 2006 and end on January 5, 2007 (the “Savings Plan Blackout Period”). During the Savings Plan Blackout Period, participants in the Savings Plan will not be able to access their accounts to direct or diversify their investments, obtain a loan from the Savings Plan or obtain a distribution from the Savings Plan.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and Exchange Commission Regulation BTR, the Company’s directors and executive officers are prohibited — during the Savings Plan Blackout Period — from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or services as a director with the Company.

 


 

Please note the following:
• “Equity securities” is defined broadly to include the Company’s common stock, options and other derivative securities.
• Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).
• Among other things, these rules prohibit exercising options granted to you in connection with your employment as an executive officer or services as a director, selling shares of Company stock acquired pursuant to such options, selling shares of Company stock originally received as a restricted stock grant or upon the vesting of a restricted stock unit, or selling shares to cover withholding taxes upon the vesting of restricted stock or restricted stock units.
• Exemptions from these rules generally apply for purchases or sales under Rule 10b5-1 plans, dividend reinvestment plans, sales required by law, and certain other “automatic” transactions.
• Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your employment as an executive officer or services as a director, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.
These rules apply in addition to the trading restrictions under the Company’s insider trading policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Because of the complexity of these rules and the severity of the penalties and other remedies, please contact the Office of the General Counsel before engaging in any transaction involving the Company’s equity securities during the Savings Plan Blackout Period or if you have any questions about the Savings Plan Blackout Period and the information contained in this notice.

 

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