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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, 1995
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, 1995 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 99.5, RPM,
Inc. Retirement Savings Trust and Plan Financial Statements for the fiscal year
ended May 31, 1995, which are attached hereto and incorporated herein by
reference.
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(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
99.4 as indicated:
1. Financial Statements.
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Financial Statements
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Independent Auditors' Report
Consolidated Balance Sheets - May 31, 1995
and 1994
Consolidated Statements of Income - years
ended May 31, 1995, 1994, and 1993
Consolidated Statements of Shareholders'
Equity - years ended May 31, 1995, 1994
and 1993
Consolidated Statements of Cash Flows -
years ended May 31, 1995, 1994 and 1993
Notes to Consolidated Financial
Statements
Quarterly Information
2. Financial Statement Schedules.
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Schedule
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Independent Auditors' Report
Schedule II - Valuation and Qualifying
Accounts and Reserves
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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, 1995.
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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: November 22, 1995 By: /S/ Frank C. Sullivan
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Frank C. Sullivan
Chief Financial Officer
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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (F)
4.4 Specimen Note Certificate for 7.0% Senior Exchange Notes Due 2005 . . . . . . . . . . . . . . . . . . . . . . (G)
4.5 Specimen Note Certificate for 7.0% Senior Notes Due 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . (G)
4.6 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (H)
4.7 Indenture, dated as of June 1, 1995, between RPM, Inc. and The First National Bank of Chicago,
as trustee, with respect to the 7.0% Senior Notes Due 2005 . . . . . . . . . . . . . . . . . . . . . . . . . (G)
4.8 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 . . . . . . . . . . . . . . . . . . . . . . . . (I)
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*10.1.1 Form of Amendment to Employment Agreement, dated as of July 18, 1995, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (I)
*10.2.1 Form of Amendment to Employment Agreement, dated as of July 18, 1995, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . (J)
*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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (K)
*10.4.1 Form of Amendments to Employment Agreements, dated as of July 18, 1995, 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 . **
*10.5 RPM, Inc. 1979 Stock Option Plan and form
of Stock Option Agreements used in connection
therewith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (A)(B)(L)
*10.6 RPM, Inc. 1989 Stock Option Plan and form of Stock Option Agreements to be used in
connection therewith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (E)(M)
*10.7 RPM, Inc. Retirement Savings Trust and
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (K)
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*10.8 RPM, Inc. Benefit Restoration Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (M)
*10.9 RPM, Inc. Board of Directors' Deferred Compensation Agreement, as amended and restated . . . . . . . . . . . (F)
*10.10 RPM, Inc. Deferred Compensation Plan
for Key Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (F)
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (K)
*99.2 Form of Indemnification Agreement entered into by and between the Company and each of its
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (M)
99.3 Management's Discussion and Analysis of Results of Operation and Financial
Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
99.4 Financial Statements and Schedules of RPM, Inc. listed under Items 14(a)(1) and
14(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
99.5 RPM, Inc. Retirement Savings Trust and Plan
Financial Statements for the fiscal year
ended May 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<FN>
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*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 referenced to the appropriate exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1987.
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(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 Annual Report on Form 10-K for the fiscal year ended
May 31, 1994.
(G) Incorporated herein by reference to the appropriate
exhibit to the Company's Registration Statement on Form S-4 (Reg. No.
33-61541).
(H) Incorporated herein by reference to the appropriate
exhibit to the Company's Current Report on Form 8-K dated as of June 28, 1994.
(I) 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.
(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, 1992.
(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, 1989.
(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, 1982.
(M) 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.
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