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EXHIBIT 21.1
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The following is a list of subsidiaries of RPM, Inc.(1) as of June 27, 2001.
JURISDICTION OF
NAME INCORPORATION
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American Emulsions Co., Inc. Georgia
Select Dye & Chemical, Inc. Georgia
Bondex International, Inc. Ohio
Bondo Corporation Ohio
Carboline Company Delaware
Carboline International Corporation(2) Delaware
Carboline Dubai Corporation Missouri
Chemical Coatings, Inc. North Carolina
Chemical Specialties Manufacturing Corp. Maryland
Consolidated Coatings Corporation Ohio
DAP Products Inc.(3) Delaware
Day-Glo Color Corp. Ohio
Dryvit Holdings, Inc. Delaware
Dryvit Systems, Inc.(4) Rhode Island
Dryvit Systems New Zealand Limited New Zealand
Metro Clean Systems, Inc. Delaware
Tech 21 Panel Systems, Inc. Rhode Island
Ultra-Tex Surfaces, Inc. California
Fibergrate Composite Structures Incorporated Delaware
Chemgrate (Asia), Inc.(5) Washington
Chemgrate Corporation Washington
Chem-Grate Corporation Tennessee
Chemgrate (PRC), Inc.(6) Washington
Fibergrate Corporation(7) Texas
First Colonial Insurance Company, Inc. Vermont
Former DC, Inc. Illinois
Guardian Products, Inc. Delaware
K-C Divestiture Corp. of Delaware Delaware
Kop-Coat, Inc. Ohio
K-C Divestiture Corp. New York
Kop-Coat New Zealand Limited New Zealand
Agpro (N.Z.) Limited New Zealand
Mohawk Finishing Products, Inc. New York
Republic Powdered Metals, Inc. Ohio
RPM Asia Pte. Ltd. Singapore
Alumanation (M) Sdn. Bhd. Malaysia
Espan Corporation Pte. Ltd. Singapore
RPM China Pte. Ltd. Singapore
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Magnagro Industries Pte. Ltd.(8) Singapore
Dryvit Wall Systems (Suzhou)
Co. Ltd. China
RPM Consumer Group, Inc. Ohio
RPM-e/c, Inc. Ohio
RPM Enterprises, Inc. Delaware
RPM of Mass, Inc. Massachusetts
Haartz-Mason, Inc. Massachusetts
Westfield Coatings Corporation Massachusetts
RPM Wood Finishes Group, Inc.(9) Nevada
RPM World Trade, Inc. Delaware
RPM World Trade, Ltd. Virgin Islands
Rust-Oleum Corporation(10) Illinois
ROC Sales, Inc.(11) Illinois
Rust-Oleum Holding, Inc.(12) Delaware
Rust-Oleum International Corporation(13) Delaware
Rust-Oleum Sales Company, Inc. Ohio
StonCor Group, Inc.(14) Delaware
Parklin Management Group, Inc.(15) New Jersey
StonCor Distribution, Inc.(16) Delaware
Stonhard Agencia en Chile Chile
Stonhard South America Ltda. Brazil
TCI, Inc. Georgia
The Euclid Chemical Company(17) Ohio
Euclid Chemical International Sales Corp.(18) Ohio
Grandcourt N.V.(19) Netherlands Antilles
Redwood Transport, Inc.(20) Ohio
The Flecto Company, Inc.(21) California
The Testor Corporation Ohio
Testor Australia Pty. Limited Australia
Tremco Incorporated(22) Ohio
Paramount Technical Products, Inc. South Dakota
Tremco A.B. Sweden
Tremco Asia Pacific Pty. Limited Australia
PABCO Products Pty. Limited Australia
Tremco Pty. Limited Australia
Tremco Asia Pte. Ltd. Singapore
Tremco GmbH Germany
Weatherproofing Technologies, Inc.(23) Delaware
William Zinsser & Co. Incorporated(24) New Jersey
CPC Modern Masters, Inc. California
Mantrose-Haeuser Co., Inc. Massachusetts
Richard E. Thibaut, Inc. New York
Zinsser Distribution, Inc.(25) Delaware
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(1) RPM, Inc. owns 2.4% of the outstanding shares of RPM Holdco Corp., a
Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are
held by Dryvit Systems, Inc., RPM Wood Finishes Group, Inc., StonCor Group, Inc.
and Tremco Incorporated.
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company.
RPM Canada Company owns 100% of the outstanding shares of RPM Canada Investment
Company, a Canadian unlimited liability company.
RPM Canada Company is a 99% partner in RPM Canada, a General Partnership, an
Ontario partnership. RPM Canada Investment Company is a 1% partner in RPM
Canada, a General Partnership.
RPM Canada Company owns 21% of the outstanding shares of Harry A. Crossland
Investments, Ltd., a Nevada corporation. The remaining 79% of the outstanding
shares of Harry A. Crossland Investments, Ltd. are held by The Flecto Company,
Inc.
Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of
Crossland Distributors Ltd., a Canadian corporation.
RPM Canada, a General Partnership owns 100% of the outstanding shares of Tremco
Limited, a United Kingdom corporation.
Tremco Limited owns 100% of the outstanding shares of OY Tremco Ltd., a Finnish
corporation and 100% of the outstanding shares of each of Tretolbond Limited.,
Tretol Group Limited and Tretol Limited, all United Kingdom corporations.
RPM Canada Company owns 10% of the outstanding shares of DAP Chile S.A., a
Chilean corporation. The remaining 90% of the outstanding shares of DAP Chile
S.A. are held by DAP Products Inc.
RPM Canada Company owns 100% of the outstanding shares of RPM/Europe B.V., a
Netherlands corporation.
RPM/Europe B.V. owns 100% of the outstanding shares of Rust-Oleum Netherlands
B.V., StonCor Benelux B.V., and Tremco B.V., all Netherlands corporations, and
RPOW U.K. Limited, a United Kingdom corporation.
RPM/Europe B.V. owns 96.04% of the outstanding shares of RPM/Belgium N.V., a
Belgian corporation. The remaining 3.96% of the outstanding shares of
RPM/Belgium N.V. are held by Tremco Incorporated.
RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France S.A.R.L.,
a French corporation. The remaining .2% of the outstanding shares of Monile
France S.A.R.L. are held by RPM/Lux Consult S.A.
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RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical S.A., a
Portuguese corporation. Of the remaining outstanding shares of Alteco Chemical
S.A., 1% is held by Alteco Technik GmbH and 3% are held by three directors of
Alteco Chemical S.A.
RPM/Europe B.V. owns 99.99% of the outstanding shares of RPOW France S.A., a
French corporation. The remaining outstanding .01% of the outstanding shares of
RPOW France S.A. are held by the directors of RPOW France S.A.
RPOW France S.A. owns 99.40% of the outstanding shares of Corroline France S.A.,
a French corporation. The remaining .60% of the outstanding shares of Corroline
France S.A. are held by the directors of Corroline France S.A.
RPOW France S.A. owns 95% of the outstanding shares of RPM Italy S.R.L, an
Italian corporation. The remaining 5% of the outstanding shares of RPM Italy
S.R.L. are held by RPM/Europe B.V.
RPM Italy S.R.L. owns 100% of the outstanding shares of APSA S.p.A., an Italian
corporation.
RPOW France S.A. owns 99.90% of the outstanding shares of Rust-Oleum France
S.A., a French corporation. The remaining .10% of the outstanding shares of
Rust-Oleum France S.A. are held by the directors of Rust-Oleum France S.A.
RPOW France S.A. owns 99.90% of the outstanding shares of Stonhard France
S.A.S., a French corporation. The remaining .10% of the outstanding shares are
held by the directors of Stonhard France S.A.S.
RPOW U.K. Limited owns 100% of the outstanding shares of each of Bondo U.K.
Limited, Carboline U.K. Limited, Chemspec Europe Limited, Dryvit U.K. Limited,
Fibergrate Composite Structures Limited, Mantrose U.K. Limited, RPM Holdings UK
Limited, Rust-Oleum U.K. Limited and Stonhard U.K. Limited, all United Kingdom
corporations, and Stonhard (Ireland) Limited, an Irish corporation.
Mantrose U.K. Limited owns 100% of the outstanding shares of each of Agricoat
Industries Limited and Wm. Zinsser Limited, both United Kingdom corporations.
RPM Holdings UK Limited owns 100% of the outstanding shares of Dore Holdings
Limited, a United Kingdom corporation.
Dore Holdings Limited owns 100% of the outstanding shares of each of Amtred
Limited and Nullifire Limited, both United Kingdom corporations.
Nullifire Limited owns 100% of the outstanding shares of Intumescent
Technologies Limited, a Cyprus Corporation.
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RPM Canada Company owns 94% of the outstanding shares of Stonhard (Deutschland)
GmbH, a German corporation. The remaining 6% of the outstanding shares of
Stonhard (Deutschland) GmbH are held by Parklin Management Group, Inc.
Stonhard (Deutschland) GmbH owns 100% of the outstanding shares of Alteco
Technik GmbH, a German corporation.
Alteco Technik GmbH owns 1% of the outstanding shares of Alteco Chemical S.A., a
Portuguese company. Of the remaining outstanding shares of Alteco Chemical S.A.,
96% is held by RPM/Belgium N.V. and 3% are held by three directors of Alteco
Chemical S.A.
RPM, Inc. owns .32% of the outstanding shares of Radiant Color N.V., a Belgian
corporation. The remaining 99.68% of the outstanding shares of Radiant Color
N.V. are held by RPM/Europe B.V.
Radiant Color N.V. owns 99.99% of the outstanding shares of Martin Mathys N.V.,
a Belgian corporation. The remaining .01% of the outstanding shares of Martin
Mathys N.V. are held by RPM/Belgium N.V.
RPM, Inc. owns 88% of the outstanding shares of RPM/Lux Consult S.A., a
Luxembourg corporation. The remaining 12% of the outstanding shares of RPM/Lux
Consult S.A. are held by Tremco Incorporated.
RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares of
Monile France S.A.R.L. are held by RPM/Belgium N.V.
(2) Carboline International Corporation owns 89.2683% of StonCor Africa (Pty.)
Ltd., a South African corporation; 49% of Carboline Korea Ltd.; 45% of Carboline
Norge AS; 49% of Carboline Middle East LLC; 33.33% of Japan Carboline Company
Ltd.; and 40% of CDC Carboline (India) Ltd.
StonCor Africa (Pty.) Ltd. owns 100% of Chemrite Equipment Systems (Pty.) Ltd.
and StonCor Namibia (Pty.) Ltd., both South African corporations.
(3) DAP Products Inc. owns 90% of the outstanding shares of DAP Chile S.A., a
Chilean corporation. The remaining 10% of the outstanding shares of DAP Chile
S.A. are held by RPM Canada Company.
DAP Products Inc. owns 99% of the outstanding shares of Portazul, S.A., a
Dominican Republic corporation. The remaining 1% of the outstanding shares of
Portazul, S.A. are held by the directors of Portazul, S.A.
(4) Dryvit Systems, Inc. owns 12.6% of the outstanding shares of RPM Holdco
Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco
Corp. are held by RPM, Inc., RPM Wood Finishes Group, Inc., StonCor Group, Inc.
and Tremco Incorporated.
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Dryvit Systems, Inc. is a 51% joint venture partner in Beijing Dryvit Chemical
Building Materials Co., Ltd., a Peoples Republic of China company and a 72.96%
joint venture partner in Dryvit Systems USA (Europe) sp z.oo., a Polish company.
(5) Chemgrate (Asia), Inc. owns 50% of the outstanding shares of Chemgrate
Shanghai FRP Co., Ltd., a Chinese corporation. The remaining 50% of the
outstanding shares of Chemgrate Shanghai FRP Co., Ltd. are held by Chemgrate
(PRC), Inc.
(6) Chemgrate (PRC), Inc. owns 50% of the outstanding shares of Chemgrate
Shanghai FRP Co., Ltd., a Chinese corporation. The remaining 50% of the
outstanding shares of Chemgrate Shanghai FRP Co., Ltd. are held by Chemgrate
(Asia), Inc.
(7) Fibergrate Corporation owns 50% of Fibergrate B.V., a Netherlands
corporation.
(8) Magnagro Industries Pte. Ltd. owns 90% of the outstanding shares of Shanghai
Ban Lee Heng Construction Co., Ltd., a Chinese corporation.
(9) RPM Wood Finishes Group, Inc. owns 8.5% of the outstanding shares of RPM
Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM
Holdco Corp. are held by RPM, Inc., Dryvit Systems, Inc., StonCor Group, Inc.
and Tremco Incorporated.
(10) Rust-Oleum Corporation owns 99% of Rust-Oleum (Chile) Ltda, a Chilean
limited liability company. The remaining 1% of the outstanding shares of
Rust-Oleum (Chile) Ltda. are held by ROC Sales, Inc.
Rust-Oleum Corporation owns 99.992% of the outstanding shares of Rust-Oleum
Argentina S.A., an Argentine corporation. The remaining .008% of the outstanding
shares of Rust-Oleum Argentina S.A. are owned by a resident director of
Rust-Oleum Argentina S.A.
(11) ROC Sales, Inc. owns 1% of the outstanding shares of Rust-Oleum (Chile)
Ltda., a Chilean limited liability company. The remaining 99% of the outstanding
shares of Rust-Oleum (Chile) Ltda. are held by Rust-Oleum Corporation.
(12) Rust-Oleum Holding, Inc. is the 1% general partner of ROC, Limited
Partnership, a Delaware limited partnership. Rust-Oleum International
Corporation is the 99% limited partner of ROC, Limited Partnership.
(13) Rust-Oleum International Corporation is the 99% limited partner of ROC,
Limited Partnership, a Delaware limited partnership. Rust-Oleum Holding, Inc. is
the 1% general partner of ROC, Limited Partnership.
(14) StonCor Group, Inc. owns 9.5% of the outstanding shares of RPM Holdco
Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco
Corp. are held by RPM, Inc., Dryvit Systems, Inc., RPM Wood Finishes Group, Inc.
and Tremco Incorporated.
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StonCor Group, Inc. owns 99% of the outstanding shares of Stonhard S.A., a
Luxembourg corporation. The remaining 1% of the outstanding shares of Stonhard
S.A. are held by Parklin Management Group, Inc.
StonCor Group, Inc. owns 99.25% of the outstanding shares of Stonhard S.A. de
C.V. Mexico, a Mexican corporation, and 99.99% of the outstanding shares of
Stonhard de Mexico S.A. de C.V., a Mexican corporation.
Stonhard S.A. de C.V. Mexico owns 100% of the outstanding shares of Plasite S.A.
de C.V. Mexico, a Mexican corporation, and 100% of the outstanding shares of
Stonhard S.A. de C.V., a Columbian corporation.
Stonhard de Mexico S.A. de C.V. owns 100% of the outstanding shares of Juarez
Immobiliaria S.A. de C.V., a Mexican corporation.
StonCor Group, Inc. owns 80% of the outstanding shares of Multicolor S.A.
Argentina I.yC., an Argentine corporation.
StonCor Group, Inc. is a 50% joint venture partner in Stonhard Distribuidora de
Suelos Industriales S.A., a Spanish corporation.
StonCor Group, Inc. is the 1% general partner of Stonhard, L.P., a Delaware
limited partnership. StonCor Distribution, Inc. is the 99% limited partner of
Stonhard, L.P.
(15) Parklin Management Group, Inc. owns 6% of the outstanding shares of
Stonhard (Deutschland) GmbH, a German corporation. The remaining 94% of the
outstanding shares of Stonhard (Deutshland) GmbH are held by RPM Canada Company.
Parklin Mangement Group, Inc. owns 1% of the outstanding shares of Stonhard
S.A., a Luxembourg corporation. The remaining 99% of the outstanding shares of
Stonhard S.A. are held by StonCor Group, Inc.
(16) StonCor Distribution, Inc. is the 99% limited partner of Stonhard, L.P., a
Delaware limited partnership. StonCor Group, Inc. is the 1% general partner of
Stonhard, L.P.
(17) The Euclid Chemical Company is a 51% joint venture partner in Euclid
Admixture Canada, Inc., a Canadian corporation and a 51% joint venture partner
in Euclid Admixture Missippi, LLC, a Mississippi limited liability company.
The Euclid Chemical Company owns 99.997% of the outstanding shares of Eucomex
S.A. de C.V., a Mexican corporation. The remaining .003% of the outstanding
shares of Eucomex S.A. de C.V. are held by Redwood Transport, Inc.
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The Euclid Chemical Company owns 49% of the outstanding shares of Toxement S.A.,
a Columbian corporation. Redwood Transport, Inc. and Euclid Chemical
International Sales Corp. each own .0025% of the outstanding shares of Toxement
S.A. Grandcourt N.V. owns 50.99% of the outstanding shares of Toxement S.A.
(18) Euclid Chemical International Sales Corp. owns .0025% of the outstanding
shares of Toxement S.A., a Columbian corporation.
(19) Grandcourt N.V. owns 50.99% of the outstanding shares of Toxement S.A., a
Columbian corporation.
(20) Redwood Transport, Inc. owns .003% of the outstanding shares of Eucomex
S.A. de C.V., a Mexican corporation. The remaining 99.997% of the outstanding
shares of Eucomex S.A. de C.V. are held by The Euclid Chemical Company.
Redwood Transport, Inc. owns .0025% of the outstanding shares of Toxement S.A.,
a Columbian corporation.
(21) The Flecto Company, Inc. owns 79% of the outstanding shares of Harry A.
Crossland Investments, Ltd., a Nevada corporation. The remaining 21% of the
outstanding shares of Harry A. Crossland Investments, Ltd. are owned by RPM
Canada Company.
Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of
Crossland Distributors Ltd., a Canadian corporation.
(22) Tremco Incorporated owns 67% of the outstanding shares of RPM Holdco Corp.,
a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are
held by RPM, Inc., Dryvit Systems, Inc., RPM Wood Finishes Group, Inc. and
StonCor Group, Inc.
Tremco Incorporated owns 3.96% of the outstanding shares of RPM/Belgium N.V., a
Belgian corporation. The remaining 96.04% of the outstanding shares of
RPM/Belgium N.V. are held by RPM/Europe B.V.
RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France S.A.R.L.,
a French corporation. The remaining .2% of the outstanding shares of Monile
France S.A.R.L. are held by RPM/Lux Consult S.A.
RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical S.A., a
Portuguese corporation. Of the remaining outstanding shares of Alteco Chemical
S.A., 1% is held by Alteco Technik GmbH and 3% are held by three directors of
Alteco Chemical S.A.
Tremco Incorporated and Weatherproofing Technologies, Inc. each own .0025% of
the outstanding shares of Toxement S.A., a Columbian corporation.
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Tremco Incorporated owns 50% of the outstanding shares of Sime Tremco Sdn. Bhd.,
a Malaysian corporation.
Sime Tremco Sdn. Bhd. Owns 100% of the outstanding shares of each of Sime Tremco
(Malaysia) Sdn. Bhd. and Sime Tremco Specialty Chemicals Sdn, Bhd., both
Malaysian corporations.
Tremco Incorporated owns 99.999% of the outstanding shares of Tremco Far East
Limited, a Hong Kong corporation. The remaining .001% of the outstanding shares
of Tremco Far East Limited is owned by a director of Tremco Far East Limited.
Tremco Far East Limited owns 100% of the outstanding shares of Tremco (Malaysia)
Sdn. Bhd., a Malaysian corporation.
Tremco Incorporated owns 12% of the outstanding shares of RPM/Lux Consult S.A.,
a Luxembourg corporation. The remaining 88% of the outstanding shares of RPM/Lux
Consult S.A. are held by RPM, Inc.
RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares of
Monile France S.A.R.L. are held by RPM/Belgium N.V.
(23) Weatherproofing Technologies, Inc. owns .0025% of the outstanding shares of
Toxement S.A., a Columbian corporation.
(24) William Zinsser & Co. Incorporated is the 1% general partner of Zinsser,
L.P., a Delaware limited partnership. Zinsser Distribution, Inc. is the 99%
limited partner of Zinsser, L.P.
(25) Zinsser Distribution, Inc. is the 99% limited partner of Zinsser, L.P., a
Delaware limited partnership. William Zinsser & Co. Incorporated is the 1%
general partner of Zinsser, L.P.