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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: July 24, 1995
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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 5. Other Events.
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On July 24, 1995, RPM, Inc., an Ohio corporation (the
"Company") entered into a Plan and Agreement of Merger (the "Merger Agreement")
with Narragansett/DSI Acquisition Co., Inc., a Delaware corporation ("NDSI"),
and its Securityholders (as defined in the Merger Agreement). Pursuant to the
Merger Agreement the Company agreed to acquire NDSI through the merger (the
"Merger") of the Company's wholly owned subsidiary, RPM of Delaware, Inc., a
Delaware corporation, with and into NDSI, whereby NDSI would become a wholly
owned subsidiary of the Company. NDSI is a non-operating holding company with
one direct wholly owned operating subsidiary, Dryvit Systems, Inc., a Rhode
Island corporation ("Dryvit").
The completion of the Merger is subject to customary
conditions, including governmental approvals, and concurrent Securities and
Exchange Commission registration for resale of the 3,200,000 Common Shares of
the Company to be issued to certain of the Securityholders of NDSI in the
Merger. A copy of the Merger Agreement is filed as an Exhibit hereto.
Dryvit manufactures, distributes and markets insulated,
exterior wall materials, which are used in both new and retrofit construction.
Dryvit's products have been used in the construction and renovation of
buildings ranging from shopping malls and office buildings to residential
housing.
As consideration for the acquisition of NDSI, the Company (i)
will pay $47,000,000 in cash to the Securityholders of NDSI, of which
approximately $14,500,000 will be used to repay indebtedness of NDSI, and (ii)
issue 3,200,000 Common Shares to certain of the Securityholders. The value of
the Common Shares to be issued in connection with the Merger will be determined
using the average of the market price of the Common Shares over a 10-day
trading period ending two days prior to the consummation of the Merger.
The Company intends to pay the cash portion of the purchase
price pursuant to an advance under its current revolving credit facility with
National City Bank and The First National Bank of Chicago, as co-agents, and
The Chase Manhattan Bank (National Association), as administrative agent.
There are no material relationships between NDSI 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.
(a) Financial Statements of Businesses Acquired.
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Not Applicable.
(b) Pro Forma Financial Information.
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Not Applicable.
(c) Exhibits.
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Exhibit No.
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2.1 Plan and Agreement of Merger, dated July 24, 1995
(without Exhibits and Schedules), by and among the
Company, Subsidiary, NDSI and the Securityholders of
NDSI . . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of KPMG Peat Marwick LLP . . . . . . . . . .
99.1 Narragansett/DSI Acquisition Co., Inc. and
Subsidiaries Consolidated Financial Statements as of
December 31, 1994. . . . . . . . . . . . . . . . . .
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Changes in
Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
99.2 RPM, Inc. and Subsidiaries and Narragansett/DSI
Acquisition Co., Inc. -- Pro Forma Condensed Combined
Financial Statements (Unaudited) . . . . . . . . . .
Pro Forma Condensed Combined Balance Sheet of
RPM, Inc. and Subsidiaries and
Narragansett/DSI Acquisition Co., Inc. as of
February 28, 1995 (Unaudited)
Pro Forma Condensed Combined Statement of
Income of RPM, Inc. and Subsidiaries and
Narragansett/DSI Acquisition Co., Inc. for the
Fiscal Year ended May 31, 1994 (Unaudited)
Pro Forma Condensed Combined Statement of
Income of RPM, Inc. and Subsidiaries and
Narragansett/DSI Acquisition Co., Inc. for the
nine months ended February 28, 1995 (Unaudited)
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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.
/s/ Frank C. Sullivan
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Frank C. Sullivan,
Vice President and Chief
Financial Officer
DATE: July 31, 1995
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EXHIBIT INDEX
PAGINATION
BY
SEQUENTIAL
EXHIBIT EXHIBIT NUMBERING
NUMBER DESCRIPTION SYSTEM
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2.1 Plan and Agreement of Merger, dated
July 24, 1995 (without Exhibits and
Schedules), by and among the Company,
Subsidiary, NDSI and the
Securityholders of NDSI . . . . . . . . .
23.1 Consent of KPMG Peat Marwick LLP . . . .
99.1 NDSI and Subsidiaries Consolidated
Financial Statements . . . . . . . . . .
99.2 RPM, Inc. and Subsidiaries and NDSI Pro
Forma Condensed Combined Financial
Statements . . . . . . . . . . . . . . .