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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 28, 1994
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(Date of Earliest Event Reported)
RPM, INC.
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(Exact Name of Registrant as Specified in its Charter)
Ohio 0-5132 34-6550857
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
P.O. Box 777, 2628 Pearl Road, Medina, Ohio 44258
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 273-5090
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Item 2. Acquisition or Disposition of Assets.
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On June 28, 1994, RPM, Inc., an Ohio corporation (the "Company"),
acquired Rust-Oleum Corporation, an Illinois corporation ("Rust-Oleum"),
through the merger (the "Merger") of the Company's wholly owned subsidiary, RPM
of Illinois, Inc., an Illinois corporation ("Subsidiary"), with and into
Rust-Oleum, whereby Rust-Oleum became a wholly owned subsidiary of the Company.
The Merger was accomplished pursuant to an Agreement and Plan of Merger, dated
May 3, 1994, and as amended as of June 24, 1994 (the "Merger Agreement"), by
and among the Company, Subsidiary, Rust-Oleum, and certain principal
stockholders of Rust-Oleum (the "Principal Stockholders"). A copy of the
Merger Agreement is filed as an Exhibit hereto.
Rust-Oleum manufactures, distributes and markets protective coatings and
specialty chemicals, including consumer rust-preventative coatings. RPM
intends to continue to use the assets acquired through the purchase of
Rust-Oleum in the manner in which they were previously used by Rust-Oleum.
As consideration for the acquisition of Rust-Oleum, the Company paid the
stockholders of Rust-Oleum an aggregate of $176,500,000 in cash (the "Cash
Consideration"). The consideration paid by the Company in connection with the
acquisition was determined through arm's length negotiations among the parties.
The Cash Consideration was paid to the Rust-Oleum stockholders at the
closing of the Merger pursuant to an advance under a $300,000,000 three-year
revolving credit facility, dated as of June 23, 1994, with National City Bank
and The First National Bank of Chicago, as Co-Agents, and The Chase Manhattan
Bank (National Association), as Administrative Agent (the "Credit Facility").
In addition, the Company's existing credit facility with a group of banks was
terminated and approximately $47,000,000 outstanding thereunder was repaid
pursuant to an advance under the Credit Facility. The total principal amount
advanced under the Credit Facility currently bears interest at an average rate
of 5.3% per annum. A copy of the Credit Facility is filed as an Exhibit
hereto.
There are no material relationships between Rust-Oleum and the Company or
any of their affiliates, directors or officers.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.*
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(b) Pro Forma Financial Information.*
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(c) Exhibits.
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Exhibit No.
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2.1 Agreement and Plan of Merger, dated May 3, 1994 (without
Exhibits and Schedules), by and among the Company, Subsidiary,
Rust-Oleum and the Principal Stockholders.....................
2.1.1 First Amendment to Agreement and Plan of Merger, dated as of
June 24, 1994 (without Exhibits and Schedules), by and among
the Company, Subsidiary, Rust-Oleum and the Principal
Stockholders..................................................
23.1** Consent of KPMG Peat Marwick..................................
99.1 Credit Agreement, dated as of June 23, 1994, by and among the
Company, National City Bank and The First National Bank of
Chicago, as Co-Agents, and The Chase Manhattan Bank (National
Association), as Administrative Agent.........................
<FN>
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* The financial statements for Rust-Oleum for the periods specified in Rule
3-05(b) of Regulation S-X, and the pro forma financial information required
pursuant to Article 11 of Regulation S-X currently are not available and
will be filed as soon as is practicable, but not later than 60 days after
the date that this Report is due.
** To be filed by amendment.
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SIGNATURES
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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 thereunto duly authorized.
RPM, INC.
Frank C. Sullivan
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Frank C. Sullivan,
Vice President and Chief
Financial Officer
DATE: July 12, 1994