<PAGE> 1
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
- - ------------------------------- ----------------------------
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) No.)
P.O. Box 777, 2628 Pearl Road, Medina, Ohio 44258
- - --------------------------------------------------------------------
(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
--------------------------------
(Title of Class)
Liquid Yield Option(TM) Notes Due 2012
--------------------------------------
(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.
<PAGE> 2
"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.
--------------------
Financial Statements
--------------------
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.
-----------------------------
Schedule
--------
Independent Auditors' Report
Schedule VIII - Valuation and Qualifying
Accounts and Reserves
Schedule IX - Short-term Borrowings
Schedule X - Supplementary Income Statement
Information
<PAGE> 3
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.
--------
See the Index to Exhibits at page E-1 of this Form 10-K.
(b) Reports on Form 8-K.
-------------------
There were no Current Reports on Form 8-K filed during the
fourth fiscal quarter ended May 31, 1994.
-3-
<PAGE> 4
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
-4-
<PAGE> 5
<TABLE>
RPM, INC.
EXHIBIT INDEX
<CAPTION>
Sequential
----------
Exhibit No. Description Page
- - ----------- ----------- ----
<S> <C> <C>
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)
</TABLE>
E-1
<PAGE> 6
<TABLE>
<S> <C> <C>
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 . . . . . . . . . . . . . . . . . . . . **
</TABLE>
E-2
<PAGE> 7
<TABLE>
<S> <C> <C>
*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)
</TABLE>
E-3
<PAGE> 8
<TABLE>
<S> <C> <C>
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- - ------------------------------
<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.
</TABLE>
E-4
<PAGE> 9
(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
E-5
<PAGE> 1
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated September 23, 1994, with regard
to the RPM, Inc. Retirement Savings Trust and Plan Financial Statements for the
fiscal year ended May 31, 1994 in RPM, Inc.'s Registration Statement on Form
S-8 (Reg. No. 33-54720, Retirement Savings Trust and Plan).
/s/ Ciulla Stephens & Co.
CIULLA STEPHENS & CO.
Cleveland, Ohio
September 25, 1994
<PAGE> 1
EXHIBIT 99.6
------------
RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN
-------------------------------------------
FINANCIAL STATEMENTS
--------------------
MAY 31, 1994
------------
<PAGE> 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
<PAGE> 3
<TABLE>
RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN
-------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
MAY 31, 1994
------------
(With comparative totals For 1993)
<CAPTION>
401 (K) Options
--------------------------------------------------------------------
Balanced Equity GNMA Reserve
ASSETS Fund Fund Fund Fund
------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
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
========== ========== ========== ==========
<CAPTION>
----------------------------
Employer
Stock Loan 1994 1993
ASSETS Fund Fund Total Total
------ ------- ------ ------ ------
<S> <C> <C> <C> <C>
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.
</TABLE>
<PAGE> 4
<TABLE>
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)
<CAPTION>
401 (K) Options
-------------------------------------------------------------------------
Balanced Equity GNMA Reserve
Fund Fund Fund Fund
---------- ---------- ---------- -------
<S> <C> <C> <C> <C>
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
========== ========== ========== ==========
<CAPTION>
401 (K) Options
-----------------------
Employer
Stock Loan 1994 1993
Fund Fund Total Total
---------- -------- ----------- ----------
<S> <C> <C> <C> <C>
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.
</TABLE>
<PAGE> 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.
<PAGE> 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.
<PAGE> 7
<TABLE>
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
-------------------------------
<CAPTION>
(a) (b) & (c) (d) (e)
--- --------- --- ---
Current
Identity of Issue & Description Cost Value
------------------------------- --------- --------
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
