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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 24, 1995
(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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The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8- K dated
July 24, 1995, as amended September 18, 1995, as set forth in the pages
attached hereto:
"Item 2. Acquisition or Disposition of Assets" is hereby added to report the
consummation of the acquisition of Narragansett/DSI Acquisition Co., Inc. by
the Registrant.
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Item 2. Acquisition or Disposition of Assets.
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On September 21, 1995, RPM, Inc., an Ohio corporation (the "Company"),
acquired Narragansett/DSI Acquisition Co., Inc., a Delaware corporation
("NDSI"), through the merger (the "Merger") of the Company's wholly owned
subsidiary, RPM of Delaware, Inc., a Delaware corporation ("Subsidiary"), with
and into NDSI, whereby NDSI became a wholly owned subsidiary of the Company.
The Merger was accomplished pursuant to a Plan and Agreement of Merger, dated
July 24, 1995 (the "Merger Agreement"), by and among the Company, Subsidiary,
NDSI and the securityholders of NDSI (the "Securityholders"). A copy of the
Merger Agreement was previously filed as an Exhibit hereto.
NDSI is a non-operating holding company with one direct wholly owned
subsidiary, Dryvit Systems, Inc., a Rhode Island corporation ("Dryvit").
Dryvit manufactures, distributes and markets insulated exterior wall materials
which are used in both new and retrofit construction.
As consideration for the acquisition of NDSI, the Company (i) paid
$47,000,000 in cash to the Securityholders of NDSI, of which approximately
$14,500,000 was used to repay indebtedness of NDSI, and (ii) issued 3,200,000
Common Shares to certain of the Securityholders. The value of the Common
Shares which were issued in connection with the Merger was 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 paid 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.*
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Narragansett/DSI Acquisition Co., Inc. and Subsidiaries Consolidated
Financial Statements as of May 31, 1995 (Unaudited)
Consolidated Balance Sheet (Unaudited)
Consolidated Statements of Income (Unaudited)
Consolidated Statements of Cash Flows (Unaudited)
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(b) Pro Forma Financial Information.*
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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 May 31,
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, 1995 (Unaudited)
(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 . . . . . . .
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* Previously filed
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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: October 4, 1995
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion of our report dated February 28, 1995 with respect
to the consolidated balance sheets of Narragansett/DSI Acquisition Co., Inc.
("NDSI") and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, stockholder's equity and cash flows for each
of the years in the two-year period ended December 31, 1994, which report
appears in the Current Report on Form 8-K of RPM, Inc. dated July 24, 1995, as
amended by Form 8-K/A-1 dated September 18, 1995, and as amended by Form
8-K/A-2 dated October 6, 1995. We also consent to the incorporation by
reference of such report in RPM, Inc.'s Registration Statements on Form S-3
(Reg. No. 33-50868, Liquid Yield Option No. 33-68222, Dynatron/Bondo
Corporation acquisition, and 33-52235, Stonhard, Inc. acquisition) and
Registration Statements on Form S-8 (Reg. No. 2-65508, 1979 Stock Option Plan,
33-32794, 1989 Stock Option Plan, and 33-54720, Retirement Savings Plan).
Our report dated February 28, 1995 contains an explanatory paragraph that
states NDSI's wholly owned subsidiary, Dryvit Systems, Inc., has experienced
rust related warranty expense arising from prior years sales. Dryvit Systems,
Inc. has made provision for reported claims; however, no provision has been
made for unreported claims as they cannot be reasonably estimated.
Accordingly, no additional provision for any liability that may result has been
recognized in the financial statements.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Providence, Rhode Island
October 5, 1995
