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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended May 31, 1994
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from __________ to ___________
Commission File No. 0-5132
RPM, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-6550857
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(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, Without Par Value
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(Title of Class)
Liquid Yield Option(TM) Notes Due 2012
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(Title of Class)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended May 31, 1994 as set forth in the pages attached hereto.
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"Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K"
is hereby amended and restated to include Exhibit 23.2, Consent of Independent
Certified Public Accountants, and Exhibit 99.6, RPM, Inc. Retirement Savings
Trust and Plan Financial Statements for the fiscal year ended May 31, 1994,
which are attached hereto and incorporated herein by reference.
_________________
(TM)Merrill Lynch & Co., Inc.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following financial statements and schedules and supplementary
quarterly information are filed as part of this Report on Exhibit 99.5 as
indicated:
1. Financial Statements.
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Financial Statements
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Independent Auditors' Report
Consolidated Balance Sheets - May 31, 1994
and 1993
Consolidated Statements of Income - years
ended May 31, 1994, 1993, and 1992
Consolidated Statements of Shareholders'
Equity - years ended May 31, 1994, 1993
and 1992
Consolidated Statements of Cash Flows -
years ended May 31, 1994, 1993 and 1992
Notes to Consolidated Financial
Statements
Quarterly Information
2. Financial Statement Schedules.
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Schedule
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Independent Auditors' Report
Schedule VIII - Valuation and Qualifying
Accounts and Reserves
Schedule IX - Short-term Borrowings
Schedule X - Supplementary Income Statement
Information
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All other schedules have been omitted because they are not
applicable or not required, or because the required information is included in
the consolidated financial statements or notes thereto.
3. Exhibits.
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See the Index to Exhibits at page E-1 of this Form 10-K.
(b) Reports on Form 8-K.
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There were no Current Reports on Form 8-K filed during the
fourth fiscal quarter ended May 31, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
RPM, INC.
Date: September 27, 1994 By:
______________________________
Frank C. Sullivan
Chief Financial Officer
373/06821TIB.458
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RPM, INC.
EXHIBIT INDEX
Sequential
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Exhibit No. Description Page
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3.1 Amended Articles of Incorporation, as
amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A)(B)(C)
3.2 Amended Code of Regulations . . . . . . . . . . . . . . . . . . . . . . . . . (D)
4.1 Specimen Certificate of Common Shares, without
par value, of RPM, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . (E)
4.2 Specimen LYONs Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . (C)
4.3 Credit Agreement, dated as of December 14, 1993,
by and between RPM, Inc., RPOW (France) S.A., RPM
Europe B.V., Radiant Color, N.V., Credit Lyonnais
Chicago Branch, Credit Lyonnais Cayman Island
Branch and Credit Lyonnais Belgium . . . . . . . . . . . . . . . . . . . . . **
4.4 Installment Sale Agreement, dated as of
October 15, 1979, by and between Department
of Community Affairs and Economic
Development and Gates Engineering
Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (F)
4.4.1 Indenture of Trust and Mortgage, dated as
of October 15, 1979, from Department of
Community Affairs and Economic Development
to the Bank of Delaware, as
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (F)
4.5 Credit Facility, dated as of June 23, 1994,
by and among RPM, Inc., National City Bank
and The First National Bank of Chicago, as
Co-Agents, and The Chase Manhattan Bank
(National Association), as Administrative
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (G)
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4.6 Indenture, dated as of September 15, 1992,
between RPM, Inc. and The First National
Bank of Chicago, as trustee, with respect
to the LYONs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (C)
*10.1 Employment Agreement, dated as of July 22,
1981, by and between RPM, Inc. and
Thomas C. Sullivan, Chairman of the Board
and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . (H)
*10.1.1 Form of Amendment to Employment Agreement,
dated as of July 20, 1994, by and between
RPM, Inc. and Thomas C. Sullivan, Chairman
of the Board and Chief Executive Officer . . . . . . . . . . . . . . . . . .
*10.2 Employment Agreement, dated as of July 22,
1981, by and between RPM, Inc. and
James A. Karman, President and Chief
Operating Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (H)
*10.2.1 Form of Amendment to Employment Agreement,
dated as of July 20, 1994, by and between
RPM, Inc. and James A. Karman, President
and Chief Operating Officer . . . . . . . . . . . . . . . . . . . . . . . . .
*10.3 Employment Agreement, dated as of July 15,
1992, by and between RPM, Inc. and Frank
C. Sullivan, Vice President and
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . (I)
*10.4 Form of Employment Agreement entered into
by and between RPM, Inc. and each of John H.
Morris, Jr., Executive Vice President,
Richard E. Klar, Vice President and Treasurer,
Paul A. Granzier, Vice President, General
Counsel and Secretary, and Glenn R. Hasman,
Vice President - Administration . . . . . . . . . . . . . . . . . . . . . . (J)
*10.4.1 Form of Amendments to Employment Agreements,
dated as of July 20, 1994, by and between
RPM, Inc. and each of John H. Morris, Jr.,
Executive Vice President, Richard E. Klar,
Vice President and Treasurer, Paul A.
Granzier, Vice President, General Counsel
and Secretary, Glenn R. Hasman, Vice
President-Administration, and Frank C. Sullivan, Vice
President and Chief Financial Officer . . . . . . . . . . . . . . . . . . . . **
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*10.5 RPM, Inc. 1979 Stock Option Plan and form
of Stock Option Agreements used in connection
therewith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A)(B)(K)
*10.6 RPM, Inc. 1989 Stock Option Plan and form of
Stock Option Agreements to be used in
connection therewith . . . . . . . . . . . . . . . . . . . . . . . . . . . . (E)(L)
*10.7 RPM, Inc. Retirement Savings Trust and
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (J)
*10.8 RPM, Inc. Benefit Restoration Plan . . . . . . . . . . . . . . . . . . . . . (L)
*10.9 RPM, Inc. Board of Directors' Deferred
Compensation Agreement, as amended and
restated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
*10.10 RPM, Inc. Deferred Compensation Plan
for Key Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
11.1 Computation of Net Income per Common Share . . . . . . . . . . . . . . . . . **
21.1 Subsidiaries of the Company . . . . . . . . . . . . . . . . . . . . . . . . . **
23.1 Consent of Independent Certified Public
Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
23.2 Consent of Independent Certified Public
Accountants Covering RPM, Inc. Retirement
Savings Trust and Plan Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*99.1 Executive Risk Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . (J)
*99.2 Form of Indemnification Agreement entered
into by and between the Company and each of
its Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . (L)
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99.3 Part II, Legal Proceedings, of the Company's
Quarterly Reports on Form 10-Q for the quarters
ended August 31, 1993, November 30, 1993 and February 28,
1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
99.4 Management's Discussion and Analysis of Results of
Operation and Financial
Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
99.5 Financial Statements and Schedules of RPM, Inc.
listed under Items 14(a)(1) and
14(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
99.6 RPM, Inc. Retirement Savings Trust and Plan
Financial Statements for the fiscal year
ended May 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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<FN>
*Management contract or compensatory plan or arrangement
identified pursuant to Item 14(c) of this Form 10-K.
**Previously filed.
(A) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1984.
(B) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1987.
(C) Incorporated herein by reference to the appropriate
exhibit to the Company's Form S-3 Registration Statement (Reg. No. 33-50868).
(D) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1988.
(E) Incorporated herein by reference to the appropriate
exhibit to the Company's Registration Statement on Form S-3 (Reg. No.
33-39849).
(F) Incorporated herein by reference to the appropriate
exhibit to the Company's Quarterly Report on Form 10-Q for the three months
ended November 30, 1979.
(G) Incorporated herein by reference to the appropriate
exhibit to the Company's Current Report on Form 8-K dated as of June 28, 1994.
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(H) Incorporated herein by reference to the appropriate
exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1981.
(I) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1992.
(J) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1989.
(K) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1982.
(L) Incorporated herein by reference to the appropriate
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1991.
373/06821TIB.458
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