OMB APPROVAL

 

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

Hours per response . . . . 14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.            )    *

 

The Sherwin-Williams Company

(Name of Issuer)

 

Common Stock, par value $1.00 per share

(Title of Class of Securities)

 

824348106

(Cusip Number)

 

Mark C. Wehrly

Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

(415) 421-2132

(Name, Address, and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 25, 2008

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(Continued on following pages)

Page 1 of 41 Pages

Exhibit Index Found on Page 40

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

773,400

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

773,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

773,400

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 2 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

774,100

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

774,100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

774,100

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 3 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

50,600

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

50,600

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

50,600

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 4 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

59,900

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

59,900

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

59,900

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 5 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

33,000

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

33,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

33,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 6 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,371,400

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,371,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,371,400

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 7 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

3,375,100

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

3,375,100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,375,100

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, OO

 

 

Page 8 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

3,062,400

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

3,062,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,062,400

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

Page 9 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Duhamel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 10 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 11 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Monica R. Landry

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 12 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Douglas M. MacMahon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 13 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Mellin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 14 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Stephen L. Millham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 15 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jason E. Moment

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 16 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ashish H. Pant

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 17 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 18 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Derek C. Schrier

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 19 of 41 Pages

 

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

 

Page 20 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas F. Steyer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 21 of 41 Pages

13D

CUSIP No. 824348106

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 6,437,500 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[      ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

6,437,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,437,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,437,500

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 22 of 41 Pages

Item 1. Security And Issuer

 

This statement relates to shares of Common Stock, par value $1.00 per share (the “Shares”), of The Sherwin-Williams Company (the “Company”). The Company’s principal offices are located at 101 Prospect Avenue, N.W., Cleveland, Ohio 44115.

Item 2. Identity And Background

(a)           This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

The Farallon Funds

 

(i)

Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

 

(ii)

Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

 

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

 

(iv)

Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

 

(v)

Tinicum Partners, L.P., a New York limited partnership (“Tinicum”), with respect to the Shares held by it; and

 

 

(vi)

Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it.

 

FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred to herein as the “Farallon Funds.”

 

The Management Company

 

 

(vii)

Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), with respect to the Shares held by an account managed by the Management Company (the “Managed Account”).

 

The Farallon General Partner  

 

 

(viii)

Farallon Partners, L.L.C., a Delaware limited liability company which is the general partner of each of the Farallon Funds (the “Farallon General Partner”), with respect to the Shares held by each of the Farallon Funds.

 

The Farallon Managing Members  

 

 

Page 23 of 41 Pages

 

(ix)

The following persons who are managing members of both the Farallon General Partner and the Management Company, with respect to the Shares held by the Farallon Funds and the Managed Account: William F. Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Monica R. Landry (“Landry”), Douglas M. MacMahon (“MacMahon”), William F. Mellin (“Mellin”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Derek C. Schrier (“Schrier”), Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”) and Mark C. Wehrly (“Wehrly”).

 

Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Spokes, Steyer and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

(b)           The address of the principal business office of (i) the Farallon Funds, the Farallon General Partner and the Management Company is One Maritime Plaza, Suite 2100, San Francisco, California 94111 and (ii) each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(c)           The principal business of each of the Farallon Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of the Farallon Funds. The principal business of the Management Company is that of a registered investment adviser. The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(d)           None of the Farallon Funds, the Management Company, the Farallon General Partner or any of the Farallon Individual Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           None of the Farallon Funds, the Management Company, the Farallon General Partner or any of the Farallon Individual Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)            The citizenship of each of the Farallon Funds, the Farallon General Partner and the Management Company is set forth above.

The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

Item 3. Source And Amount Of Funds And Other Consideration

The net investment cost (including commissions) for the Shares held by each of the Farallon Funds and the Managed Account is set forth below:

 

Entity

 

Shares Held

Approximate Net

Investment Cost

FCP

    773,400

 $47,190,204

 

 

Page 24 of 41 Pages

 

FCIP

   774,100

 $46,973,008

FCIP II

     50,600

    $3,155,241

FCIP III

     59,900

   $3,609,798

Tinicum

     33,000

    $2,026,371

FCOI II

1,371,400

  $76,909,796

Managed Account

3,375,100

$189,648,863

 

The consideration for such acquisitions was obtained as follows: (i) with respect to FCIP, FCIP II and FCIP III, from working capital; (ii) with respect to FCP, Tinicum and FCOI II from working capital and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by FCP, Tinicum and FCOI II at Goldman, Sachs & Co.; and (iii) with respect to the Managed Account, from the working capital of the Managed Account and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by the Managed Account at Goldman, Sachs & Co. FCP, Tinicum, and FCOI II and the Managed Account hold certain securities in their respective margin accounts at Goldman, Sachs & Co., and the accounts may from time to time have debit balances. It is not possible to determine the amount of borrowings, if any, used to acquire the Shares.

Item 4. Purpose Of The Transaction

The purpose of the acquisition of the Shares is for investment, and the acquisitions of the Shares by each of the Farallon Funds and the Managed Account were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company.

Although no Reporting Person has any specific plan or proposal to acquire or dispose of Shares, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. No Reporting Person has made a determination regarding a maximum or minimum number of Shares which it may hold at any point in time.

Also, consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest In Securities Of The Issuer

 

 

(a)

The Farallon Funds

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover



 

Page 25 of 41 Pages

 

 

pages filed herewith is calculated based upon the 122,813,541 Shares outstanding as of December 31, 2007 as reported by the Company.

 

 

(c)

The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by the Farallon Funds in the past 60 days are set forth on Schedules A-F hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

 

 

(b)

The Management Company

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.

 

 

(c)

The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by the Management Company on behalf of the Managed Account in the past 60 days are set forth on Schedule G hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(d)

The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Account as reported herein. The Farallon Individual Reporting Persons are managing members of the Management Company.

 

 

(e)

Not applicable.

 

 

(c)

The Farallon General Partner

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

 

 

(c)

None.

 

 

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon

Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

Not applicable.

Page 26 of 41 Pages

 

 

 

 

 

(d)

The Farallon Individual Reporting Persons

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

 

 

(c)

None.

 

 

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all the Shares held by the Managed Account as reported herein. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

Not applicable.

 

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Account are owned directly by the Managed Account. The Management Company, as investment adviser to the Managed Account, may be deemed to be the beneficial owner of all such Shares owned by the Managed Account. The Farallon General Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds and the Managed Account. Each of the Management Company, the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

Item 6. Contracts, Arrangements, Understandings Or  

Relationships With Respect To Securities Of The Issuer

Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7. Materials To Be Filed As Exhibits

 

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Page 27 of 41 Pages

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 4, 2008

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact

for each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly

 

The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on his or her behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference.

 

 

 

Page 28 of 41 Pages

ANNEX 1

 

Set forth below with respect to the Management Company and the Farallon General Partner is the following information: (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons. Set forth below with respect to each Farallon Individual Reporting Person is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

 

1.

The Management Company

 

 

(a)

Farallon Capital Management, L.L.C.

 

(b)

One Maritime Plaza, Suite 2100

San Francisco, California 94111

 

(c)

Serves as investment adviser to various managed accounts

 

(d)

Delaware limited liability company

 

(e)

Managing Members: Thomas F. Steyer, Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Gregory S. Swart and Mark C. Wehrly, Managing Members.

 

2.

The Farallon General Partner

 

 

(a)

Farallon Partners, L.L.C.

 

(b)

c/o Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

 

(c)

Serves as general partner to investment partnerships

 

(d)

Delaware limited liability company

 

(e)

Managing Members: Thomas F. Steyer, Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Gregory S. Swart and Mark C. Wehrly, Managing Members.

 

3.

Managing Members of the Management Company and the Farallon General Partner

 

Each of the managing members of the Management Company and the Farallon General Partner other than Gregory S. Swart, Ashish H. Pant and Andrew J. M. Spokes is a citizen of the United States. Gregory S. Swart is a citizen of New Zealand. Ashish H. Pant is a citizen of India. Andrew J. M. Spokes is a citizen of the United Kingdom. The business address of each of the managing members of the Management Company and the Farallon General Partner is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The principal occupation of Thomas F. Steyer is serving as senior managing member of both the Management Company and the Farallon General Partner. The principal occupation of each other managing member of the Management Company and the Farallon General Partner is serving as a managing member of both the Management Company and the Farallon General Partner. None of the managing members of the Management Company and the Farallon General Partner

 

Page 29 of 41 Pages

has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.

 

Page 30 of 41 Pages

SCHEDULE A

 

FARALLON CAPITAL PARTNERS, L.P.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

    500

61.02

  12/6/2007

  5,700

61.71

  12/6/2007

  1,700

62.24

  12/7/2007

  6,000

62.21

12/11/2007

  2,600

60.10

12/13/2007

  6,400

60.20

12/13/2007

    900

60.78

12/14/2007

  4,600

60.32

12/14/2007

  3,900

60.00

12/17/2007

12,600

59.52

12/17/2007

  2,600

59.52

12/18/2007

10,700

59.41

12/18/2007

  2,700

59.41

12/19/2007

  6,800

58.14

12/20/2007

  6,500

58.45

12/21/2007

    700

58.97

12/21/2007

  2,900

58.68

12/24/2007

  2,300

59.01

12/26/2007

  7,700

58.74

12/27/2007

  9,200

58.15

12/28/2007

23,400

57.98

12/31/2007

    800

57.57

    1/2/2008

35,100

56.57

    1/3/2008

  6,800

56.64

    1/4/2008

42,000

54.67

    1/9/2008

  1,100

54.87

  1/10/2008

  1,100

56.15

  1/11/2008

  1,600

56.06

  1/16/2008

    800

53.87

  1/17/2008

  2,400

52.08

  1/18/2008

  2,300

52.29

  1/22/2008

  2,500

53.71

  1/23/2008

  3,300

55.68

  1/25/2008

28,200

56.00

  1/29/2008

15,500

55.83

 

 

 

Page 31 of 41 Pages

 

SCHEDULE B

 

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

    700

61.02

  12/6/2007

  7,900

61.71

  12/6/2007

  2,400

62.24

  12/7/2007

  8,800

62.21

12/11/2007

  3,800

60.10

12/13/2007

  8,600

60.20

12/13/2007

  1,200

60.78

12/14/2007

  5,700

60.32

12/14/2007

  4,700

60.00

12/17/2007

14,600

59.52

12/17/2007

  3,000

59.52

12/18/2007

13,400

59.41

12/18/2007

  3,400

59.41

12/19/2007

  8,500

58.14

12/20/2007

  8,000

58.45

12/21/2007

    900

58.97

12/21/2007

  3,700

58.68

12/24/2007

  3,000

59.01

12/26/2007

10,200

58.74

12/27/2007

11,600

58.15

12/28/2007

23,400

57.98

12/31/2007

    800

57.57

    1/2/2008

20,700

56.57

    1/3/2008

  4,200

56.64

    1/4/2008

26,200

54.67

    1/9/2008

  1,500

54.87

  1/10/2008

  1,500

56.15

  1/11/2008

  2,300

56.06

  1/16/2008

  1,100

53.87

  1/17/2008

  3,400

52.08

  1/18/2008

  3,300

52.29

  1/22/2008

  3,600

53.71

  1/23/2008

  4,700

55.68

  1/25/2008

28,900

56.00

  1/29/2008

16,400

55.83

 

 

Page 32 of 41 Pages

 

SCHEDULE C

 

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

200

61.71

  12/7/2007

200

62.21

12/11/2007

100

60.10

12/13/2007

200

60.20

12/14/2007

200

60.32

12/14/2007

100

60.00

12/17/2007

400

59.52

12/17/2007

100

59.52

12/18/2007

300

59.41

12/18/2007

100

59.41

12/19/2007

200

58.14

12/20/2007

200

58.45

12/21/2007

100

58.68

12/24/2007

100

59.01

12/26/2007

200

58.74

12/27/2007

300

58.15

12/28/2007

400

57.98

    1/2/2008

400

56.57

    1/3/2008

100

56.64

    1/4/2008

500

54.67

  1/17/2008

100

52.08

  1/18/2008

100

52.29

  1/22/2008

100

53.71

  1/23/2008

100

55.68

  1/25/2008

400

56.00

  1/29/2008

200

55.83

 

 

 

Page 33 of 41 Pages

SCHEDULE D

 

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

    100

61.02

  12/6/2007

    800

61.71

  12/6/2007

    200

62.24

  12/7/2007

    800

62.21

12/11/2007

    300

60.10

12/13/2007

    700

60.20

12/13/2007

    100

60.78

12/14/2007

    400

60.32

12/14/2007

    400

60.00

12/17/2007

1,200

59.52

12/17/2007

    200

59.52

12/18/2007

1,000

59.41

12/18/2007

    300

59.41

12/19/2007

    600

58.14

12/20/2007

    800

58.45

12/21/2007

    100

58.97

12/21/2007

    300

58.68

12/24/2007

    300

59.01

12/26/2007

    900

58.74

12/27/2007

1,000

58.15

12/28/2007

1,300

57.98

12/31/2007

    100

57.57

    1/2/2008

2,100

56.57

    1/3/2008

    500

56.64

    1/4/2008

3,100

54.67

    1/9/2008

    100

54.87

  1/10/2008

    100

56.15

  1/11/2008

    100

56.06

  1/16/2008

    100

53.87

  1/17/2008

    200

52.08

  1/18/2008

    100

52.29

  1/22/2008

    200

53.71

  1/23/2008

    200

55.68

  1/25/2008

2,700

56.00

  1/29/2008

1,300

55.83

 

 

 

Page 34 of 41 Pages

 

SCHEDULE E

 

TINICUM PARTNERS, L.P.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

    400

61.71

  12/6/2007

    100

62.24

  12/7/2007

    400

62.21

12/11/2007

    200

60.10

12/13/2007

    400

60.20

12/13/2007

    100

60.78

12/14/2007

    300

60.32

12/14/2007

    200

60.00

12/17/2007

    800

59.52

12/17/2007

    200

59.52

12/18/2007

    700

59.41

12/18/2007

    200

59.41

12/19/2007

    400

58.14

12/20/2007

    400

58.45

12/21/2007

    200

58.68

12/24/2007

    100

59.01

12/26/2007

    400

58.74

12/27/2007

    500

58.15

12/28/2007

    900

57.98

    1/2/2008

    400

56.57

    1/3/2008

    100

56.64

    1/4/2008

    500

54.67

  1/10/2008

    100

56.15

  1/11/2008

    100

56.06

  1/17/2008

    100

52.08

  1/18/2008

    100

52.29

  1/22/2008

    100

53.71

  1/23/2008

    200

55.68

  1/25/2008

1,000

56.00

  1/29/2008

    400

55.83

 

 

 

 

Page 35 of 41 Pages

SCHEDULE F

 

FARALLON CAPITAL OFFSHORE INVESTORS II, L.L.C.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

    1,400

61.02

  12/6/2007

  16,400

61.71

  12/6/2007

    5,000

62.24

  12/7/2007

  17,700

62.21

12/11/2007

   8,300

60.10

12/13/2007

  20,000

60.20

12/13/2007

   2,900

60.78

12/14/2007

  13,600

60.32

12/14/2007

  11,400

60.00

12/17/2007

  36,200

59.52

12/17/2007

    7,500

59.52

12/18/2007

  32,000

59.41

12/18/2007

    8,100

59.41

12/19/2007

  19,300

58.14

12/20/2007

  17,100

58.45

12/21/2007

   1,800

58.97

12/21/2007

   7,200

58.68

12/24/2007

    5,900

59.01

12/26/2007

  19,400

58.74

12/27/2007

  20,700

58.15

12/28/2007

  36,200

57.98

12/31/2007

       900

57.57

    1/2/2008

  28,300

56.57

    1/3/2008

    5,500

56.64

    1/4/2008

  35,000

54.67

    1/9/2008

  43,200

54.87

    1/9/2008

  15,600

54.87

  1/10/2008

  43,200

56.15

  1/10/2008

  15,600

56.15

  1/11/2008

  64,900

56.06

  1/11/2008

  23,300

56.06

  1/16/2008

  32,400

53.87

  1/16/2008

  11,700

53.87

  1/17/2008

  97,300

52.08

  1/17/2008

  35,100

52.08

  1/18/2008

  92,700

52.29

 

 

Page 36 of 41 Pages

 

  1/18/2008

  33,300

52.29

  1/22/2008

102,700

53.71

  1/22/2008

  37,000

53.71

  1/23/2008

135,200

55.68

  1/23/2008

  48,700

55.68

  1/25/2008

  28,500

56.00

  1/29/2008

  14,400

55.83

 

 

 

Page 37 of 41 Pages

SCHEDULE G

 

FARALLON CAPITAL MANAGEMENT, L.L.C.

 

 

 

 

TRADE DATE

 

NO. OF SHARES

PURCHASED (P)

 

PRICE

PER SHARE ($)

  12/6/2007

    3,800

61.02

  12/6/2007

  42,100

61.71

  12/6/2007

  13,100

62.24

  12/7/2007

  46,400

62.21

12/11/2007

  21,700

60.10

12/13/2007

  51,700

60.20

12/13/2007

    7,500

60.78

12/14/2007

  35,000

60.32

12/14/2007

  29,300

60.00

12/17/2007

  91,700

59.52

12/17/2007

  18,900

59.52

12/18/2007

  79,400

59.41

12/18/2007

  20,200

59.41

12/19/2007

  49,200

58.14

12/20/2007

  43,800

58.45

12/21/2007

    4,700

58.97

12/21/2007

  18,100

58.68

12/24/2007

  15,100

59.01

12/26/2007

  49,400

58.74

12/27/2007

  53,100

58.15

12/28/2007

  90,900

57.98

12/31/2007

    2,500

57.57

    1/2/2008

  82,000

56.57

    1/3/2008

  15,300

56.64

    1/4/2008

  97,700

54.67

    1/9/2008

100,500

54.87

    1/9/2008

  38,000

54.87

  1/10/2008

100,300

56.15

  1/10/2008

  38,100

56.15

  1/11/2008

150,600

56.06

  1/11/2008

  57,100

56.06

  1/16/2008

  75,400

53.87

  1/16/2008

  28,500

53.87

  1/17/2008

225,700

52.08

  1/17/2008

  85,700

52.08

  1/18/2008

214,900

52.29

 

 

Page 38 of 41 Pages

 

  1/18/2008

  81,500

52.29

  1/22/2008

238,400

53.71

  1/22/2008

  90,400

53.71

  1/23/2008

313,600

55.68

  1/23/2008

119,000

55.68

  1/25/2008

  80,300

56.00

  1/29/2008

  39,300

55.83

 

 

 

Page 39 of 41 Pages

EXHIBIT INDEX

 

 

EXHIBIT 1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 40 of 41 Pages

 

EXHIBIT 1

to

SCHEDULE 13D

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: February 4, 2008

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact

for each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly

 

 

Page 41 of 41 Pages