1 EXHIBIT 99.6 ------------ RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN ------------------------------------------- FINANCIAL STATEMENTS -------------------- MAY 31, 1994 ------------ 2 [logo] CIULLA 6364 PEARL ROAD STEPHENS & CO. CLEVELAND, OHIO 44130 --------------------------------------------------------------------- CERTIFIED PUBLIC ACCOUNTANTS (216) 884-2036 Independent Auditor's Report ---------------------------- To the Administrator of the RPM, Inc. Retirement Savings Trust and Plan We have audited the accompanying statement of net assets available for benefits (modified cash basis) of the RPM, Inc. Retirement Savings Trust and Plan, as of May 31, 1994 and May 31, 1993, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended May 31, 1994 and 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 1, these financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the RPM, Inc. Retirement Savings Trust and Plan as of May 31, 1994, and the changes in net assets available for benefits for the year ended on the basis of accounting described in Note A. /s/ Ciulla Stephens & Co. September 23, 1994 3 RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN ------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS ---------------------------------------------- MAY 31, 1994 ------------ (With comparative totals For 1993) 401 (K) Options -------------------------------------------------------------------- Balanced Equity GNMA Reserve ASSETS Fund Fund Fund Fund ------ -------- -------- -------- -------- Investments at Fair Value $7,957,668 $5,617,758 $6,776,819 $7,610,906 Contribution Receivable 77,713 67,477 58,269 44,050 ---------- ---------- ---------- ---------- Total Assets $8,035,381 $5,685,235 $6,835,088 $7,654,956 ========== ========== ========== ========== LIABILITIES ----------- Excess contributions Due to Participants ---------- ---------- ---------- ---------- Net Assets Available for Benefits $8,035,381 $5,685,235 $6,835,088 $7,654,956 ========== ========== ========== ========== ---------------------------- Employer Stock Loan 1994 1993 ASSETS Fund Fund Total Total ------ ------- ------ ------ ------ Investments at Fair Value $3,092,885 $791,675 $31,847,711 $3,198,627 Contribution Receivable 28,332 275,841 251,614 ---------- -------- ----------- ---------- Total Assets $3,121,217 $791,675 $32,123,552 $3,450,241 ========== ======== =========== ========== LIABILITIES ----------- Excess contributions Due to Participants $ 232,278 ---------- ------- ----------- ---------- Net Assets Available for Benefits $3,121,217 $791,675 $32,123,552 $3,217,963 ========== ======== =========== ========== <FN> See Notes to Financial Statements. 4 RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN ------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------- FOR THE YEAR ENDED MAY 31, 1994 ------------------------------- (With Comparative Totals for 1993) 401 (K) Options ------------------------------------------------------------------------- Balanced Equity GNMA Reserve Fund Fund Fund Fund ---------- ---------- ---------- ------- ADDITIONS Investment Income Interest $ 156,795 $ 41,933 $ 216,943 $ 2,128 Contributions Employees 1,033,560 801,653 649,110 601,649 Unrealized appreciation (de- preciation) in aggregate fair value of investments (286,412) (60,881) (376,736) 160,954 Gain (loss) on sale of assets 216,734 217,646 99,769 44,722 Other 9,922 841 4,882 16,183 ---------- ---------- ---------- ---------- Total Additions 1,130,599 1,001,192 593,968 825,636 ---------- ---------- ---------- ---------- DEDUCTIONS Benefits paid to partici- pants 615,806 398,446 432,472 941,303 Administrative expenses 57,451 19,857 34,987 51,165 ---------- ---------- ---------- ---------- Total Deductions 673,257 418,303 467,459 992,468 ---------- ---------- ---------- ---------- Net Additions 457,342 582,889 126,509 (166,832) Net Assets Available for Bene- fits at Beginning of Period 954,994 729,519 631,818 624,008 Assets Transferred From Trustees of Predecessor Plans 6,681,865 3,950,227 6,375,544 7,845,948 Transfers Among 401(K) Funds (58,820) 422,600 (298,783) (648,168) ---------- ---------- ---------- ---------- Net Assets Available for Bene- fits at End of Period $8,035,381 $5,685,235 $6,835,088 $7,654,956 ========== ========== ========== ========== 401 (K) Options ----------------------- Employer Stock Loan 1994 1993 Fund Fund Total Total ---------- -------- ----------- ---------- ADDITIONS Investment Income Interest $ 67,986 $ 30,425 $ 516,210 $ 3,347 Contributions Employees 328,681 3,414,653 2,999,428 Unrealized appreciation (de- preciation) in aggregate fair value of investments (60,020) (623,095) 124,516 Gain (loss) on sale of assets (17,690) 561,181 3,063 Other 469 32,297 ---------- -------- ----------- ---------- Total Additions 319,426 30,425 3,901,246 3,130,354 ---------- -------- ----------- ---------- DEDUCTIONS Benefits paid to partici- pants 160,865 145,077 2,693,969 42,606 Administrative expenses 3,184 166,644 17,122 ---------- -------- ----------- ---------- Total Deductions 164,049 145,077 2,860,613 59,728 ---------- -------- ----------- ---------- Net Additions 155,377 (114,652) 1,040,633 3,070,626 Net Assets Available for Bene- fits at Beginning of Period 275,050 2,574 3,217,963 Assets Transferred From Trustees of Predecessor Plans 2,592,308 419,064 27,864,956 147,337 Transfers Among 401(K) Funds 98,482 484,689 ---------- -------- ----------- ---------- Net Assets Available for Bene- fits at End of Period $3,121,217 $791,675 $32,123,552 $3,217,963 ========== ======== =========== ========== <FN> See Notes to Financial Statements. 5 RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- MAY 31, 1994 AND 1993 --------------------- NOTE A - SIGNIFICANT ACCOUNTING POLICIES - - ---------------------------------------- The basic accounting records of the RPM, Inc. Retirement Savings Trust and Plan (the Plan) are maintained on the modified cash basis. The modified cash basis of accounting represents a departure from generally accepted accounting principles and is an appropriate method of accounting for Retirement Plans under the reporting requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Under the modified cash basis investments are stated at aggregate fair value. Securities which are traded on a national securities exchange are valued at the last reported sales price on the last business day of the period; securities traded in the over-the-counter market and listed securities from which no sales were reported on that date are valued at the average of the last reported bid and ask prices. Cost of assets is determined by the average cost method. The change in the difference between fair value and the cost of investments is reflected in the statement of changes in net assets available for benefits as unrealized appreciation or depreciation in aggregate fair value of investments. Realized gains or losses on investments are based on the average cost of the investments. NOTE B - DESCRIPTION OF THE PLAN - - -------------------------------- The plan is a defined contribution savings plan covering substantially all non-union employees of participating subsidiaries of RPM, Inc. (the Parent). The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Participating employees may make voluntary contributions which are generally limited to 15% of the participant's salary up to a maximum amount ($8,994 in calendar year 1993). The contributions may be invested by the employee in any of five funds: Balanced Fund, Equity Fund, GNMA Fund, Reserve Fund or Employer Stock Fund. Elections may be changed monthly. Vesting is immediate for contributions and earnings. Further information may be obtained from the Plan Administrator. 6 RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- MAY 31, 1994 AND 1993 Continued --------------------- NOTE C - INVESTMENTS - - -------------------- The Plan's investments are held by a bank-administered trust fund. Financial information regarding the assets and related income, contributions and distributions of assets held by the bank-administered trust fund is included in the financial statements. NOTE D - ASSETS TRANSFERRED FROM OTHER PLANS - - -------------------------------------------- During the year the Plan received transfers of approximately $27,000,000 of assets from the RPM, Inc. Retirement Plan. NOTE E - INCOME TAX STATUS - - -------------------------- The Plan has applied for but not yet received a determination letter from the Internal Revenue Service as to the tax qualified status of the Plan. However, the form of the prototype plan document has been approved by the Internal Revenue Service pursuant to a favorable determination letter. Management believes that the Plan is in compliance with the Tax Reform Act of 1986 and will remain qualified and exempt from tax under Sections 401(a) and 401(k) of the Internal Revenue Code. Participating employees are not subject to federal income taxes as a result of their participation in the Plan until such time as the assets in their accounts are distributed from the Plan either partially or wholly. 7 RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN ------------------------------------------- ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------- DECEMBER 31, 1993 ----------------- FEDERAL ID #34-6550857 PLAN 011 Schedule 1 ------------------------------- (a) (b) & (c) (d) (e) --- --------- --- --- Current Identity of Issue & Description Cost Value ------------------------------- --------- -------- 1) Balanced Fund $ 8,244,077 $ 7,957,668 2) Equity Fund 5,678,638 5,617,758 3) GNMA Fund 7,153,553 6,776,819 4) Reserve Fund 6,784,790 7,610,906 5) Employer Stock Fund 2,484,500 3,092,885 6) Loan Fund 791,675 791,675 ----------- ----------- $31,137,233 $31,847,711 =========== ===========