<PAGE> 1
Page 1 of 14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended February 28, 1994 or
------------------------------------------------
_____Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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 No.)
incorporation or organization)
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
- -------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
Yes x No
---- ----
As of April 8, 1994, 56,746,573 RPM, Inc. Common Shares were outstanding.
Exhibit Index on Page 13 of 14 pages.
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2
RPM, INC. AND SUBSIDIARIES
--------------------------
INDEX
-----
PART I. FINANCIAL INFORMATION Page No.
------------------------------ --------
Consolidated Balance Sheets
February 28, 1994 and May 31, 1993 3
Consolidated Statements of Income
Nine Months and Three Months Ended February 28, 1994 and 1993 4
Consolidated Statements of Cash Flows
Nine Months Ended February 28, 1994 and 1993 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
Exhibit XI - Consolidated Statements of Computations
of Earnings Per Common Share and Common Share
Equivalents 10
PART II. OTHER INFORMATION 11 - 14
<PAGE> 3
3
<TABLE>
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
ASSETS
------
February 28, 1994 May 31, 1993
----------------- ------------
(Unaudited) (Restated)
<S> <C> <C>
Current Assets
Cash $ 18,392 $ 22,885
Marketable securities, at cost 6,987 4,654
Trade accounts receivable (less allowance for doubt-
ful accounts $8,003 and $7,317) 141,820 159,232
Inventories 132,552 126,948
Prepaid expenses 13,543 17,617
-------- --------
Total current assets 313,294 331,336
-------- --------
Property, Plant and Equipment, At Cost 260,124 242,741
Less: accumulated depreciation and amortization 111,155 99,152
-------- --------
Property, plant and equipment, net 148,969 143,589
-------- --------
Other Assets
Costs of businesses over net assets acquired 108,939 108,386
Intangible Assets 28,566 31,208
Equity in unconsolidated affiliates 12,246 12,103
Other 27,323 21,902
-------- --------
Total other assets 177,074 173,599
-------- --------
Total Assets $639,337 $648,524
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Current portion of long term debt $ 9,367 $ 21,262
Notes and accounts payable 37,194 58,474
Accrued compensation and benefits 23,011 21,538
Accrued warranty and loss reserves 10,173 12,793
Other accrued liabilities 14,991 17,808
Income taxes payable (1,147) 7,065
-------- --------
Total current liabilities 93,589 138,940
-------- --------
Long term and deferred liabilities
Long term debt, less current maturities 233,127 258,712
Deferred income taxes and other 7,127 6,973
-------- --------
Total long term and deferred liabilities 240,254 265,685
-------- --------
Shareholders' Equity
Common shares, stated value $.023 per share;
authorized 100,000,000 shares;
issued and outstanding 56,739,589
and 53,000,065 shares, respectively 1,291 1,206
Paid-in capital 145,085 92,793
Retained earnings 162,561 150,573
Cumulative translation adjustment (3,443) (673)
-------- --------
Total shareholders' equity 305,494 243,899
-------- --------
Total Liabilities And Shareholders' Equity $639,337 $648,524
======== ========
<FN>
Data for May 1993 has been restated to reflect the acquisitions of Dynatron/Bondo Corporation on
June 8, 1993 and of Stonhard, Inc. on October 26, 1993, both accounted for as a pooling of interests.
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
<PAGE> 4
4
<TABLE>
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATMENTS OF INCOME
--------------------------------
(Unaudited)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Nine Months Ended Three Months Ended
February 28, February 28,
----------------- ------------------
1993 1993
1994 (Restated) 1994 (Restated)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $598,152 $564,692 $186,562 $177,085
Cost of Sales 348,424 331,437 111,125 105,371
-------- -------- -------- --------
Gross Profit 249,728 233,255 75,437 71,714
Selling, General and Administrative Expenses 177,369 176,195 61,231 60,997
Interest Expense, Net 10,062 12,879 2,788 4,679
-------- -------- -------- --------
Income Before Income Taxes 62,297 44,181 11,418 6,038
Provision for Income Taxes 26,536 19,029 4,853 2,999
-------- -------- -------- --------
Net Income $35,761 $25,152 $6,565 $3,039
======= ======= ======= =======
Earnings per common share and common share
equivalent (Exhibit XI) $0.63 $0.47 $0.12 $0.06
======= ======= ======= =======
Earnings per common share assuming full
dilution (Exhibit XI) $0.61 $0.46 $0.12 $0.06
======= ======= ======= =======
Dividends per common share $0.38 $0.353 $0.13 $0.12
======= ======= ======= =======
<FN>
Data for February 1993 has been restated to reflect the acquisitions of Dynatron/Bondo Corporation
on June 8, 1993 and of Stonehard, Inc. on October 26, 1993, both accounted for as a pooling of interests.
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
<PAGE> 5
5
<TABLE>
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Nine Months Ended February 28,
------------------------------
1993
1994 (Restated)
--------- ----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $35,761 $25,152
Items not affecting cash and other 21,301 21,750
Changes in operating working capital (17,048) (3,361)
--------- ---------
40,014 43,541
--------- ---------
Cash Flows From Investing Activities:
Additions to property and equipment (16,883) (17,781)
Acquisition of new businesses (12,472) (9,900)
--------- ---------
(29,355) (27,681)
--------- ---------
Cash Flows From Financing Activities:
Proceeds from stock option exercises 467 352
Increase (decrease) in debt 4,953 (2,144)
Dividends (20,572) (22,129)
--------- ---------
(15,152) (23,921)
--------- ---------
Net Increase (Decrease) in Cash (4,493) (8,061)
Cash at Beginning of Period 22,885 24,348
--------- ---------
Cash at End of Period $18,392 $16,287
========== ==========
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Conversion of Debt to Equity $51,608
Interest Accreted on LYONs 5,816 $3,104
<FN>
Data for February 1993 has been restated to reflect the acquistions of
Dynatron/Bondo Corporation on June 8, 1993 and of Stonhard, Inc. on October
26, 1993, both accounted for as a pooling of interests.
The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
<PAGE> 6
6
RPM, INC. AND SUBSIDIARIES
--------------------------
NOTES TO CONSOLIDATED FINANCIAL SATEMENTS
-----------------------------------------
FEBRUARY 28, 1994
-----------------
(Unaudited)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE A -- BASIS OF PRESENTATION
- -------------------------------
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal, recurring accruals) considered necessary
for a fair presentation have been included for the nine months ended February
28, 1994 and February 28, 1993. For further information, refer to the
consolidated financial statements and notes included in the Company's Annual
Report on Form 10-K for the year ended May 31, 1993.
<TABLE>
NOTE B -- INVENTORIES
- ---------------------
Inventories were composed of the following major classes:
<CAPTION>
February 28, 1994(1) May 31, 1993
----------------- ------------
(Restated)
<S> <C> <C>
Raw materials and supplies $ 49,252 $ 47,170
Finished goods 83,300 79,778
-------- --------
$132,552 $126,948
======== ========
<FN>
(1) Estimated, based on components at May 31, 1993
</TABLE>
NOTE C -- ACQUISITIONS
----------------------
In June 1993, the Company acquired all of the outstanding shares of
Dynatron/Bondo Corporation. In October 1993, the Company acquired all of the
outstanding shares of Stonhard, Inc. Both acquisitions have been accounted
for as poolings of interests. Accordingly, historical financial data
presented in this report has been restated to include the accounts and
transactions of Dynatron/Bondo Corporation and Stonhard, Inc. as though both
were acquired as of June 1, 1992. The following table reconciles combined
net sales, net income and earnings per share of the separate companies for
the nine months ended February 28, 1993.
<TABLE>
<CAPTION>
Fully
Primary Diluted
Earnings Earnings
Net Sales Net Income Per Share Per Share
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
RPM as previously reported $458,204 $27,426 $.58 $.55
Effect of Dynatron/Bondo
pooling 34,636 1,250 - -
Effect of Stonhard, Inc.
pooling 71,852 (3,524) (.11) (.09)
--------- ------ ----- -----
Combined $564,692 $25,152 $.47 $.46
======== ======= ==== ====
</TABLE>
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RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED 2/28/94
-------------------------
RESULTS OF OPERATIONS
- ---------------------
The Company acquired Dynatron/Bondo Corporation in June 1993 and Stonhard,
Inc. in October 1993, both on a pooling-of-interests basis. Dynatron/Bondo
is a $45 million supplier of automotive repair products for both the
professional and consumer markets, complementing the Company's Talsol line of
automotive repair products. Stonhard is a $100 million world-wide leader of
industrial and commercial polymer flooring whose products and markets will be
synergistic with many of the Company's existing industrial product lines.
The Company's prior year results have been restated to reflect these poolings
(refer to Note C for additional details). Comparatively, sales increased
$33.5 million, or 5.9%, over the first nine months of last year. The
strengthening of the dollar against European and Canadian currencies over the
past year had approximately a $7.3 million negative impact on this sales
growth that otherwise would have been $40.8 million, or 7.3%. Core
businesses accounted for $33.3 million, or 82%, of this dollar adjusted sales
growth and primarily from higher unit volume as pricing adjustments have been
relatively minor. Other acquisitions contributed the remaining $7.5 million
of sales growth. The sales gains during the most recent quarter
reflect increases in both industrial and consumer business, despite
the unusually harsh winter season.
The gross profit margin improved to 41.7% of nine month sales from 41.3%
during the first nine months a year ago. This reflects planned improvements
in product mix and plant efficiencies, mainly among the industrial
businesses, as well as prior year restructuring at Dynatron/Bondo. These
benefits were partly offset during the past quarter by certain comparatively
higher raw material costs in consumer business.
Selling, general and administrative expenses were reduced to 29.7% of sales
from 31.2% a year ago essentially through the conversion of both
Dynatron/Bondo and Stonhard to public methodology and the incurrence last
year of significant restructuring charges at Stonhard's European operations.
This category further reflects the benefits of higher sales and planned
expense reductions. Acquisition costs and reduced royalty and joint venture
income partly offset these reductions.
The Company's June 1993 call for redemption of its $50 million 6.75%
Convertible Subordinated Eurobond Debentures due 2005 accounted for $2.2
million of the decline in net interest expense from year to year. All
bondholders had exercised their conversion rights by the end of July 1993.
Aside from the Eurobonds, the average debt level was slightly higher during
this past nine months compared to a year ago, related to acquisitions,
resulting in additional interest expense this year. The Company refinanced
debt assumed through the Stonhard acquisition (more fully discussed under
Capital Resources and Liquidity) at a lower interest rate conserving
approximately $.5 million of interest expense. Other interest rates were
generally comparable.
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RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED 2/28/94
-------------------------
The tax attributes of the Dynatron/Bondo and Stonhard acquisitions had
historically passed through to their respective shareholders. Consequently,
on a restatement basis, last year's provision for income taxes shows a higher
percentage of pre-tax income at 43.1% versus this year's 42.6%, when in fact
the new tax laws, continued growth in foreign income at comparatively higher
tax rates and an upward trend in state and local taxes have caused this
year's effective tax rate to actually increase. (For comparative purposes,
last year's originally reported tax rate for the first nine months was
40.3%.)
The higher sales coupled with the cost reductions and eliminations discussed
enabled the net income margin to improve to 6.0% from 4.5% a year ago.
CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------
CASH PROVIDED FROM OPERATIONS
Cash flow from operations continues to be the primary source of financing the
Company's internal growth. The Company generated cash from operations of
$40.0 million for the current nine month period, off $3.5 million from last
year.
The timing of accounts payable, $10 million of additional federal income tax
installments, and certain reserve payments are reflected in the current year
changes in operating working capital. Inventory in the current nine months
increased approximately $4 million over the prior year's first nine months.
INVESTING ACTIVITIES
Capital expenditures amounted to $16.9 million to date, down $.9 million from
the same period last year. The Company's capital expenditures generally do
not exceed depreciation and amortization in a given year.
Certain cash requirements in the acquisitions of Dynatron/Bondo and Stonhard
amounted to approximately $8.6 million. The Company also made several
smaller product line acquisitions amounting to $3.9 million.
FINANCING ACTIVITIES
As a result of the Eurobond conversion in July 1993, the Company's February
28, 1994 balance sheet reflects reductions of $1.2 million of other assets,
$3.1 million of other accrued liabilities and $50 million of long-term debt,
with a corresponding increase to shareholders' equity resulting in an
improved debt capital ratio of 43.3% from 51.5% at May 31, 1993.
Other significant financing activities in the past nine months include a $10
million increase in the multi-currency revolving credit agreement to
facilitate the payment due former shareholders of a subsidiary included in
the current portion of long-term debt at May 31, 1993. In addition, the
Company assumed long-term debt of approximately $39 million in connection
with the Stonhard and Dynatron/Bondo acquisitions. The
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RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED 2/28/94
-------------------------
subsequent retirement of this comparatively higher interest debt was financed
by increasing the $10 million revolving credit agreement to $55 million. The
revolving credit agreement had a balance of $53.8 million at
February 28, 1994.
Working capital increased to $219.7 million from $192.4 million at May 31,
1993, with the current ratio increasing to 3.3:1 from 2.4:1. These
improvements were due primarily to the cited reduction in the current portion
of long term debt. The higher dividend payments reflected in the restated
first nine months of last year include $5.4 million that had been paid by
Dynatron/Bondo Corporation and Stonhard, Inc. in total to their shareholders
at that time.
The Company maintains excellent relations with its banks and other financial
institutions to further enable the financing of future growth opportunities.
<PAGE> 10
11
RPM, INC. AND SUBSIDIARIES
--------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 1 -- LEGAL PROCEEDINGS
- ---------------------------
Bondex International, Inc., a wholly-owned subsidiary of the Company
("Bondex") was dismissed with prejudice from a pending asbestos-related bodily
injury lawsuit as a result of the inability of the plaintiff in that case to
produce evidence of exposure to any Bondex asbestos-containing product. With
the addition of fifteen newly filed cases, there are currently pending against
Bondex a total of 298 asbestos-related bodily injury lawsuits filed on behalf
of various individuals in various jurisdictions of the United States. All of
these lawsuits name numerous other corporate defendants and all allege bodily
injury as a result of the exposure to or use of asbestos-containing products.
In February, 1994, Bondex entered into a cost sharing agreement with five of
its primary insurers for the defense of all asbestos bodily injury claims
asserted against Bondex. Under the agreement, the insurers are obligated to
pay a substantial portion of defense costs and indemnity payments, if any,
related to Bondex, with Bondex responsible for the remaining portion. Bondex
has denied liability in all pending lawsuits and continues to vigorously defend
them.
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1993, Carboline Company, a wholly-owned subsidiary of
the Company ("Carboline"), has been named as one of 21 corporate defendants in
RUFINO O. CAVAZOS, ET AL. V. CEILCOTE COMPANY, ET AL., District Court, 73rd
Judicial District, Bexar County, Texas, Cause No. 89-CI-12651, filed in March,
1990, and in similar suits subsequently filed on behalf of individuals (and,
where applicable, their spouses and children) employed at the Comanche Peak
Nuclear Plant and the South Texas Nuclear Plant. Several supplemental
petitions have been filed in Bexar County for the purpose of adding other
spouses and children of the worker plaintiffs, bringing the total number of
Bexar County plaintiffs to 8,732. Recently another suit with virtually
identical allegations was filed in Rusk County, Texas: MARY GUNN, ET AL. V.
SOUTHERN IMPERIAL COATINGS CORP., 4th District Court, Rusk County, Texas; Cause
No. 93-470, involving 197 worker plaintiffs and 125 spouses. All of the suits
allege bodily injury as a result of exposure to defendants' products. As the
result of the institution of receivership proceedings against Employers
Casualty Insurance Company (the carrier previously defending three unrelated
defendants), a six month stay has been entered in all the cases, which is due
to expire on July 6, 1994. Prior to the stay, the litigation had been
continuing in the discovery stage. Carboline has denied all liability and is
conducting a vigorous defense. Several of Carboline's insurance carriers, and
Carboline, are defending the lawsuit under a cost sharing agreement. The
carriers are participating under reservation of rights.
As previously reported in the Company's Quarterly Report on Form 10-Q for
the quarter ended August 31, 1993, and as updated in the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 1993, Carboline was, in
May, 1993, named by the U.S. Environmental Protection Agency ("EPA") together
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RPM, INC. AND SUBSIDIARIES
--------------------------
PART II - OTHER INFORMATION
---------------------------
with 36 other entities as a potentially responsible party ("PRP") under the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended ("CERCLA") in connection with the Powell Road Landfill Site, Huber
Heights, Ohio (the "Site"). Carboline is alleged to be associated with the
Site as a consequence of disposal of waste originating at its Xenia, Ohio
plant. Carboline has joined with other PRPs (now totalling 45) in a "PRP
Organization Agreement" for the purpose of conducting a common response to any
claim for removal or response action asserted by the EPA or the State of Ohio
or conducting a common defense to any such claim. Between 1987 and 1991, the
owner of the Site, Waste Management, Inc., conducted a remedial investigation
("RI") and feasibility study ("FS") and, in 1991, submitted the RI/FS to EPA.
EPA approved the RI in March, 1992 and approved the FS in March, 1993. Based
on the RI/FS, EPA issued its Record of Decision in September, 1993, in which it
selected the remedy for the cleanup of the Site. The remedy is estimated to
cost $20.5 million and take six years to implement. Some of the PRPs,
including Carboline, have entered into negotiations with EPA concerning the
terms of an Administrative Order on Consent under which the PRPs would prepare
the Remedial Design for the selected remedy at the Site. These negotiations
are proceeding. Based upon Carboline's estimated allocated share of total
waste volume at the Site (approximately 0.50 percent) the Company believes that
ultimate resolution of this matter will not have a material adverse effect on
the Company's financial position or results of operations.
In September, 1991, a Petition captioned OUR LADY OF THE LAKE HOSPITAL, INC.
VS. CARBOLINE COMPANY, ET AL.; No. 373,498, Division "J", Nineteenth Judicial
District Court, Parish of East Baton Rouge, Louisiana, was filed by plaintiff
Our Lady of the Lake Hospital, Inc. ("0LOL") against Carboline alleging damages
to the structural steel of the hospital it owns and operates in Baton Rouge,
Louisiana. The Petition alleged that the damages result from its use of a
fireproofing product known as Pyrocrete manufactured and supplied by Carboline
and that Pyrocrete is extremely corrosive when applied to structural steel,
contains a latent defect, and is defective. The Petition further alleged that
Carboline knew of the defects in Pyrocrete and intentionally withheld,
concealed, and suppressed this information from OLOL. In October, 1991, OLOL
filed a First Amending and Supplemental Petition joining as party defendants
Henningson, Durham & Richardson, Inc. ("HDR") (the original architects),
Southern Builders, Inc. ("SBI") (the original general contractor) and The
Bolton Company ("Bolton") (the original fireproofing subcontractor). In July,
1992, OLOL dismissed without prejudice HDR and Bolton, and SBI is out of
business. Carboline contested liability in the case vigorously, and on July
21, 1992, the trial court signed Judgment sustaining an Exception of
Prescription filed on Carboline's behalf and dismissed the suit with prejudice.
OLOL appealed the dismissal and also filed in the appellate court a Motion to
Remand seeking to have the matter remanded to the trial court on the basis that
the July 21, 1992 judgment was allegedly obtained through fraud and
concealment. On December 29, 1993, the appellate court vacated the July
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RPM, INC. AND SUBSIDIARIES
--------------------------
PART II - OTHER INFORMATION
---------------------------
21, 1992 judgment and remanded to the trial court for the introduction of
further evidence and further proceedings. Carboline's Application for Writs to
the Louisiana Supreme Court was denied. OLOL's Application to the Louisiana
Supreme Court is presently being briefed. The Petition does not set forth the
amount of damages being claimed, and there has been no discovery of the issue
of damages. However, in a brief filed in the appellate court, OLOL claimed in
it would cost in excess of $20,000,000 to repair the damages.
In August, 1992, OLOL filed suit against Sun Company, Inc. ("Sun") in OUR
LADY OF THE LAKE HOSPITAL, INC. VS. SUN COMPANY, INC.; No. 384,867, Division
"I", Nineteenth Judicial District Court, Parish of East Baton Rouge, Louisiana,
asserting allegations similar to the allegations in No. 373,498, described
above, and seeking to recover alleged damages to the structural steel of the
OLOL hospital. The suit alleges that the former Carboline Company, a Missouri
corporation, ("Carboline Missouri") manufactured and supplied the Pyrocrete to
OLOL and thereafter merged with Sun in 1980, with Sun remaining as the
surviving corporation responsible for the obligations of Carboline Missouri.
On June 29, 1993 OLOL filed a First Supplemental and Amending Petition
("Amended Petition") which added Carboline Missouri and Carboline as additional
defendants. The Amended Petition generally alleges that Carboline damaged OLOL
through fraud and also breached a contractual obligation of service after the
sale. The Amended Petition alleges that OLOL will incur expenses and costs in
excess of $20,000,000 to repair the damages.
Carboline has denied the allegations of both lawsuits and is vigorously
contesting them. Carboline's defense has been assumed by First Colonial
Insurance Company ("First Colonial"), a wholly-owned insurance subsidiary of
the Company. First Colonial is in the process of negotiating a cost-sharing
agreement with a group of Carboline's insurers to cover both defense and
indemnity relating to the OLOL lawsuits.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits
--------
Official Exhibit Sequential
Number Description Page Number
---------------- ----------- -----------
XI Statement regarding 10
computation of per
share earnings
(b) Reports on Form 8-K
-------------------
None
<PAGE> 13
Page 14 of 14
SIGNATURES
----------
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.
By FRANK C. SULLIVAN
---------------------------
Frank C. Sullivan,
Chief Financial Officer
(duly authorized officer)
By GLENN R. HASMAN
---------------------------
Glenn R. Hasman,
Vice President - Administration
(chief accounting officer)
Date: April 14, 1994
<PAGE> 1
10
<TABLE>
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF COMPUTATIONS OF EARNINGS
---------------------------------------------------
PER COMMON SHARE AND COMMON SHARE EQUIVALENTS
---------------------------------------------
(Unaudited)
Exhibit XI
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ----------
<CAPTION>
Nine Months Ended February 28,
------------------------------
1993
1994 (Restated)
---------- ----------
<S> <C> <C>
SHARES OUTSTANDING
For computation of primary earnings per
common share
Weighted average shares 56,255 52,902
Net issuable common share equivalents 341 344
---------- ----------
Total shares for primary earnings
per share 56,596 53,246
For computation of fully-diluted earnings
per common share
Additional shares issuable assuming
conversion of convertible securities 8,262 8,017
Additional common shares equivalents;
ending market value higher than
average market value 67 69
---------- ----------
Total shares for fully-diluted
earnings per share 64,925 61,332
========== ==========
NET INCOME
Net income applicable to common shares for
primary earnings per share $35,761 $25,152
Add back interest net of tax on convertible
securities assumed to be converted 3,520 3,339
---------- ----------
Net income applicable to common shares for
fully-diluted earnings $39,281 $28,491
========== ==========
Earnings Per Common Share and Common Share
Equivalents $.63 $.47
---- ----
Earnings Per Common Share Assuming Full
Dilution $.61 $.46
==== ====
<FN>
Data for February 1993 has been restated to reflect the acquisitions of Dynatron/Bondo Corporation
on June 8, 1993 and of Stonhard, Inc. on October 26, 1993, both accounted for as a pooling of interests.
</TABLE>
