<PAGE> 1
As filed with the Securities and Exchange Commission on August 2, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
RPM, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
34-6550857
- -------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258 (216) 273-5090
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Copy to:
Thomas C. Sullivan William A. Papenbrock, Esq.
RPM, INC. Calfee, Halter & Griswold
P. O. Box 777 1400 McDonald Investment Center
Medina, Ohio 44258 800 Superior Avenue
(216) 273-5090 Cleveland, Ohio 44114
(216) 622-8200
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of the Registration Statement and after
compliance with applicable state and federal laws.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / / __________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for he same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Title of Proposed Proposed
each class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 3,200,000 shares $20.4375 $65,400,000 $22,552
=============================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE> 2
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. *
* A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY *
* NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
Subject to Completion, Dated August 2, 1995
PROSPECTUS
- ----------
RPM, INC.
3,200,000
COMMON SHARES
(without par value)
This Prospectus relates to the offer and sale of 3,200,000
Common Shares, without par value (the "Common Shares"), of RPM, Inc., an Ohio
corporation (the "Company"). All of the Common Shares being registered may be
offered and sold from time to time by certain selling shareholders of the
Company. See "Selling Shareholders" and "Manner of Offering." The Company
will not receive any proceeds from the sale of the Common Shares.
The Company's Common Shares are traded on the NASDAQ Stock
Market under the symbol "RPOW." On July 31, 1995 the last reported sale price
for the Common Shares was $20.625 per share.
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-----------------------------------
No person has been authorized to give any information or to
make any representations other than those contained in this Prospectus
(including the material incorporated herein by reference) and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company or by any other person deemed to be an
underwriter. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares covered by this Prospectus by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so to
anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the
affairs of the Company since the date hereof.
-----------------------------------
The date of this Prospectus is _________ __, 1995
<PAGE> 3
THE COMPANY
RPM, Inc., an Ohio corporation, has its principal executive
offices at 2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258, and its
telephone number is (216) 273-5090. As used in this Prospectus, the "Company"
shall refer to RPM, Inc. and its consolidated subsidiaries, unless the context
indicates otherwise.
CURRENT DEVELOPMENTS
--------------------
7% Senior Notes Due 2005. On June 20, 1995 the Company sold $150
million aggregate principal amount of 7.0% Senior Notes Due 2005 (the "Notes")
pursuant to a Purchase Agreement, dated as of June 15, 1995 (the "Purchase
Agreement"), by and among the Company, and Chase Securities, Inc. and Bear,
Stearns & Co., Inc. (the "Initial Purchasers"). The Initial Purchasers resold
the Notes in transactions not requiring registration under the Securities Act
of 1933, as amended (the "Securities Act"). Pursuant to the terms of the
Purchase Agreement the Company is obligated to undertake a registered exchange
offer for of the Notes under the Securities Act and complete such offer by
November 1995.
Acquisition of Narragansett/DSI Acquisition Co., Inc. On July 24,
1995, the Company entered into a Plan and Agreement of Merger (the "Merger
Agreement") with Narragansett/DSI Acquisition Co., Inc., a Delaware corporation
("NDSI"), and NDSI's securityholders. 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. The completion of the Merger is subject to
customary conditions, including applicable governmental approvals, and the
concurrent effectiveness of this Registration Statement under the Securities
Act.
NDSI is a non-operating holding company with one direct wholly owned
operating 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. For
further information regarding NDSI and certain of its securityholders, see
"Selling Shareholders."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission") which may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and
other information filed by the Company are also available for inspection and
copying at the regional offices of the Commission located at: 500 West Madison
Street, Chicago, Illinois 60661; and at Seven World Trade Center, 13th Floor,
New York, New York 10007. Copies of such material may also be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 upon payment of prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company will provide, without charge, to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates). Such request
should be directed to Paul A. Granzier, Esq., Secretary, RPM, Inc., 2628 Pearl
Road, P.O. Box 777, Medina, Ohio 44258, telephone (216) 273-5090.
The Company hereby incorporates the following documents in
this Prospectus by reference: (a) the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1994; (b) the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended August 31, 1994, November 30, 1994 and
February 28, 1995; (c) the Company's Current Report on Form 8-K dated June 28,
1994 (as amended by the Company's Current Report on Form 8-K/A dated September
9, 1994); and (d) the Company's Current Report on Form 8-K dated July 24, 1995.
All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
SELLING SHAREHOLDERS
The Common Shares covered by this Prospectus are being offered
and sold by the persons listed below (the "Selling Shareholders"). The Company
intends to issue such Common Shares to the Selling Shareholders in connection
with the consummation of the Merger. In connection therewith, the Selling
Shareholders will be receiving an aggregate of 3,200,000 Common Shares. The
3,200,000 Common Shares owned by the Selling Shareholders represent all of the
Common Shares presently owned by them.
-2-
<PAGE> 4
The following table shows as to each Selling Shareholder the
number of Common Shares owned by each Selling Shareholder prior to this
offering and the number of Common Shares being registered hereby:
<TABLE>
<CAPTION>
Shares Number
owned of Number of
prior to Shares Shares owned
Name offering registered after offering
- ---- -------- ---------- --------------
<S> <C> <C> <C>
Narragansett Capital Partners-A, L.P. . . . . . . . . . . 1,161,971 1,161,971 0
Narragansett Capital Partners-B, L.P. . . . . . . . . . . 497,987 497,987 0
Richard J. Ramsden . . . . . . . . . . . . . . . . . . . 41,499 41,499 0
Dennis M. Dallman . . . . . . . . . . . . . . . . . . . . 172,912 172,912 0
Vincent Tamburrini . . . . . . . . . . . . . . . . . . . 172,912 172,912 0
Paul H. Hill . . . . . . . . . . . . . . . . . . . . . . 172,912 172,912 0
General Electric Capital Corporation . . . . . . . . . . 606,316 606,316 0
Wesley M. Dixon, Jr. . . . . . . . . . . . . . . . . . . 124,497 124,497 0
William L. Searle . . . . . . . . . . . . . . . . . . . . 124,497 124,497 0
Daniel C. Searle . . . . . . . . . . . . . . . . . . . . 124,497 124,497 0
------- ------- -------
Total . . . . . . . . . 3,200,000 3,200,000 0
========= ========= =======
</TABLE>
Merger Agreement
- ----------------
Under the terms of the Merger Agreement, the Company has
agreed to use its best efforts to file a registration statement with respect to
the potential resale of the 3,200,000 Common Shares and to maintain the
effectiveness of such registration statement for a period of 36 months from the
date of this Prospectus. All of the registration and qualification fees,
printing and accounting fees, and fees and disbursements of the Company's legal
counsel incurred in connection with the registration of the Common Shares will
be paid by the Company; provided, however, that any underwriters' discounts and
commissions and brokerage or dealer commissions will be borne by the Selling
Shareholders. The 3,200,000 Common Shares may be offered and sold from time to
time within such 36-month period as determined by the Selling Shareholders.
MANNER OF OFFERING
Sales may be made by the Selling Shareholders, or, subject to
applicable law, by pledgees, donees, transferees or other successors in
interest, in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Shareholders in amounts to be negotiated immediately
prior to sale. Such brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Company has advised the Selling Shareholders of their
obligations under the Exchange Act to avoid market manipulation of the Common
Shares (including, without limitation, their obligation not to purchase or
solicit purchases by others of any of the Common Shares during the two business
days preceding the commencement of any offers or sales of the Common Shares by
any of the Selling Shareholders) until the offering pursuant to this Prospectus
by all Selling Shareholders has been completed.
The Company also has advised the Selling Shareholders of their
obligations under the Securities Act to deliver copies of this Prospectus to
any purchaser of their Common Shares.
-3-
<PAGE> 5
DESCRIPTION OF COMMON SHARES
The following summary contains certain information regarding
the Company's Common Shares. This information is qualified in its entirety by
reference to the Company's Amended Articles of Incorporation, as amended (the
"Amended Articles"), and Chapter 1701 of the Ohio Revised Code.
The Company is incorporated under the laws of the State of
Ohio and its authorized capital stock consists of 100,000,000 Common Shares,
without par value. There were 56,957,000 shares outstanding as of May 31,
1995. All of the Common Shares of the Company to be sold by the Selling
Shareholders have been duly authorized and validly issued, and are fully paid
and nonassessable. Dividends, which may be declared at the discretion of the
Board of Directors of the Company, must be paid equally on all issued and
outstanding Common Shares out of funds legally available therefor. Upon
liquidation, any excess net assets after all payments of debts and costs must
be paid to shareholders in proportion to the number of Common Shares held. The
Common Shares are not subject to preemptive rights, conversion rights,
redemption provisions or sinking fund provisions.
The holder of each Common Share is entitled to one vote on all
matters submitted to shareholders generally, except that shareholders have the
right to cumulate their votes for the election of Directors as permitted by
Ohio law. The Board of Directors is divided into three Classes with the term
of office of one of such Classes expiring in each year. At each Annual Meeting
of Shareholders the successors to the Directors of the Class whose term is
expiring at that time are elected to hold office for a term of three years.
Classification of the Board of Directors increases the number of Common Shares
necessary under cumulative voting to elect a Director in any given year.
Subject to the provisions of Articles Seventh and Eighth of the Company's
Amended Articles, as hereinafter summarized, all matters submitted to a vote of
shareholders are determined by a vote of the holders of a majority of the
outstanding shares entitled to vote thereon present in person or by proxy at a
meeting at which the vote was taken.
Article Seventh of the Company's Amended Articles provides, in
essence, that proposals (i) with respect to a merger, consolidation or
acquisition wherein the existing shareholders of the Company would hold less
than two-thirds of the voting power of the Company, or of the surviving or new
corporation, immediately after consummation of the transaction, and (ii) with
respect to a sale of substantially all of the assets of the Company, both
require adoption or approval by holders of shares representing two-thirds of
the voting power of the Company.
Article Eighth of the Company's Amended Articles provides, in
essence, that the affirmative vote of the holders of shares representing at
least 80% of the voting power of the Company is required to effect a merger,
consolidation, sale, lease or exchange of substantially all of the assets of
the Company where the other party to the transaction, including its
"affiliates" and "associated persons," as defined, is a holder, directly or
indirectly, of 5% or more of the outstanding shares of any class of the Company
entitled to vote at a meeting called to consider such a proposed transaction,
as of the record date used to determine the shareholders entitled to vote upon
such transaction. The Board of Directors, acting in good faith, shall make a
conclusive determination as to whether the proposed transaction requires an 80%
vote of shareholders. The requirement for approval by an 80% vote shall not be
applicable to proposals which received the formal approval of the Board of
Directors of the Company prior to the acquisition of the 5% share interest by
the other party, provided that with respect to any proposed transaction as to
which the 80% voting requirement would otherwise be applicable there also has
been a disclosure to all shareholders of any inducements in connection with the
proposed transaction offered to officers and Directors of the Company which are
not extended to all shareholders.
Ohio Law
- --------
As an Ohio corporation, the Company is subject to certain
provisions of Ohio law which may discourage or render more difficult an
unsolicited takeover of the Company. Among these are provisions that (i)
prohibit certain mergers, sales of assets, issuances or purchases of
securities, liquidation or dissolution, or reclassifications of the then
outstanding shares of an Ohio corporation involving certain holders of stock
representing 10% or more of the voting power, unless such transactions are
either approved by the Directors in office prior to the 10% shareholder
becoming such or involve a 10% shareholder which has been such for at least
three years and certain requirements related to the price and form of
consideration to be received by shareholders are met; and (ii) provide Ohio
corporations with the right to recover profits realized under certain
circumstances by persons engaged in "greenmailing" or who otherwise sell
securities of a corporation within 18 months of proposing to acquire such
corporation.
In addition, pursuant to Section 1701.831 of the Ohio Revised
Code, the purchase of certain levels of voting power of the Company (one-fifth
or more, one-third or more, or a majority) can be made only with the prior
authorization of the holders of shares representing at least a majority of the
total voting power of the Company and the separate prior authorization of the
holders
-4-
<PAGE> 6
of shares representing at least a majority of the voting power held by
shareholders other than the proposed purchaser, officers of the Company and
Directors of the Company who are also employees.
VALIDITY OF SHARES
The validity of the Common Shares offered hereby will be
passed upon by Calfee, Halter & Griswold, 1400 McDonald Investment Center, 800
Superior Avenue, Cleveland, Ohio 44114-2688. William A. Papenbrock, Esq., a
partner of Calfee, Halter & Griswold, is a Director of the Company and as of
May 31, 1995 beneficially owned 8,907 Common Shares of the Company.
EXPERTS
The consolidated financial statements of the Company included
in its Annual Report on Form 10-K for the fiscal year ended May 31, 1994 have
been examined by Ciulla Stephens & Co., independent public accountants, as set
forth in their report included therein and incorporated herein by reference.
The consolidated financial statements of Rust-Oleum Corporation for the fiscal
year ended October 31, 1993 included in the Company's Current Report on Form
8-K dated June 28, 1994 (as amended September 9, 1994) have been examined by
KPMG Peat Marwick LLP, independent public accountants, as set forth in their
report included therein and incorporated herein by reference. The consolidated
financial statements of NDSI for the fiscal year ended December 31, 1994
included in the Company's Current Report Form 8-K dated July 24, 1995 have been
examined by KPMG Peat Marwick LLP, independent public accountants, as set forth
in their report therein and incorporated herein by reference. The report of
KPMG Peat Marwick LLP covering the December 31, 1994 financial statements of
NDSI contains an explanatory paragraph that states that NDSI's wholly owned
subsidiary, Dryvit Systems, Inc., has experienced rust related warranty expense
arising from prior years sales. No reasonable estimate of unreported claims
could be made at December 31, 1994 and accordingly, the financial statements do
not include any adjustments relating to the outcome of this uncertainty. The
consolidated financial statements referred to above are incorporated herein by
reference in reliance upon such reports and upon the authority of such firms as
experts in accounting and auditing.
-5-
<PAGE> 7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
The following table sets forth the estimated expenses payable
by the Registrant in connection with the sale and distribution of the Common
Shares registered hereby:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . $ 22,552
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . 7,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 9,948
------
Total . . . . . . . . . . . . . . . . . . . . . . . $ 40,000
======
</TABLE>
Item 15. Indemnification of Directors and Officers.
------------------------------------------
Ohio Revised Code Section 1701.13(E) (incorporated herein by
reference as Exhibit 99.1) provides that a corporation may indemnify or agree
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, by reason of the fact
that he or she is or was a Director, officer, employee or agent of the
corporation, against expenses actually incurred by such person in connection
with an action if he or she acted in good faith and in a manner not opposed to
the best interests of the corporation.
Article VI of the Registrant's Amended Code of Regulations
(incorporated herein by reference as Exhibit 99.2) provides for the
indemnification of Directors and officers against certain liabilities.
The Registrant has purchased a Directors and Officers
Liability Insurance Policy, which is filed as Exhibit 99.3 to the Registration
Statement and is incorporated herein by reference thereto.
The Registrant has entered into Indemnification Agreements
with each of its Directors and executive officers providing for additional
indemnification protection beyond that provided by the Directors and Officers
Liability Insurance Policy. A copy of the form of Indemnification Agreement is
filed as Exhibit 99.4 to the Registration Statement and is incorporated herein
by reference thereto. In the Indemnification Agreements, the Registrant has
agreed, subject to certain exceptions, to indemnify and hold harmless the
Director or executive officer to the maximum extent then authorized or
permitted by the provisions of the Registrant's Amended Code of Regulations,
the Ohio Revised Code, or by any amendment(s) thereto.
Item 16. Exhibits.
---------
See the Exhibit Index at page E-1 of this Registration
Statement.
Item 17. Undertakings.
-------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during the period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any
facts or event arising after the
effective date of the registration
statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the registration statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in the registration
statement;
II-1
<PAGE> 8
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that for
the purpose of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted for Directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 9
SIGNATURES
----------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED IN THE CITY OF CLEVELAND AND STATE OF OHIO, ON THE 31ST DAY OF
JULY, 1995.
RPM, Inc.
By /s/ Thomas C. Sullivan
-------------------------------
Thomas C. Sullivan, Chairman of
the Board of Directors and Chief
Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Thomas C. Sullivan, James A.
Karman, Paul A. Granzier and William A. Papenbrock, or any one of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution for him or her and his or her name, place and stead, in any and
all capacities, to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with all Exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, or any one of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or any one
of them, or their or his substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON THE 31ST DAY OF JULY, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/Thomas C. Sullivan Chairman of the Board of
- ---------------------------- Directors and Chief Executive
Thomas C. Sullivan Officer (principal executive
officer)
/s/James A. Karman President, Chief Operating
- ---------------------------- Officer and a Director
James A. Karman
/s/Frank C. Sullivan Vice President and Chief Financial Officer
- ---------------------------- (principal financial officer)
Frank C. Sullivan
/s/Glenn R. Hasman Vice President, Administration
- ---------------------------- (principal accounting officer)
Glenn R. Hasman
</TABLE>
II-3
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/Max D. Amstutz Director
- ----------------------------
/s/Edward B. Brandon Director
- ----------------------------
Edward B. Brandon
/s/Lorrie Gustin Director
- ----------------------------
Lorrie Gustin
/s/Roy H. Holdt Director
- ----------------------------
Roy H. Holdt
/s/E. Bradley Jones Director
- ----------------------------
E. Bradley Jones
/s/Donald K. Miller Director
- ----------------------------
Donald K. Miller
/s/John H. Morris, Jr. Director
- ----------------------------
John H. Morris, Jr.
/s/Kevin O'Donnell Director
- ----------------------------
Kevin O'Donnell
/s/William A. Papenbrock Director
- ----------------------------
William A. Papenbrock
/s/Stephen Stranahan Director
- ----------------------------
Stephen Stranahan
</TABLE>
II-4
<PAGE> 11
RPM, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NUMBER
- ------- ----------------------- -----------
<S> <C> <C>
4.1 Amended Articles of Incorporation, as amended, of the Registrant (A)
4.1.1 Amendment to Articles of Incorporation, as filed with the Ohio (B)
Secretary of State on October 9, 1992
4.2 Amended Code of Regulations of the Registrant (C)
4.3 Specimen Certificate of Common Shares, without par value, of the Registrant (D)
4.4 Plan and Agreement of Merger, dated July 24, 1995 by and among the
Registrant, Narragansett/DSI Acquisition Co., Inc., ("NDSI") and the
securityholders of NDSI (without exhibits) (E)
4.5 Specimen LYONs Certificate (B)
5.1 Opinion of Calfee, Halter & Griswold as to the validity of the shares
being offered
23.1 Consent of Calfee, Halter & Griswold (included in Exhibit 5.1)
23.2 Consent of Ciulla Stephens & Co.
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (F)
99.1 Ohio Revised Code Section 1701.13(E), pertaining to indemnification of Directors (G)
and officers
99.2 Article VI of the Registrant's Amended Code of Regulations (G)
99.3 Directors and Officers Liability Insurance Policy (G)
99.4 Form of Indemnification Agreement between the Registrant and each (G)
of its Directors and executive officers
<FN>
- ------------------------
(A) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Annual Report on Form 10-K for the fiscal year ending May
31, 1984 and the appropriate exhibit to the Registrant's Annual Report
on Form 10-K for the fiscal year ending May 31, 1987.
(B) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-50868).
</TABLE>
E-1
<PAGE> 12
(C) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Annual Report on Form 10-K for the fiscal year ending May
31, 1988.
(D) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-39849).
(E) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Current Report on Form 8-K dated July 24, 1995.
(F) Set forth on the signature pages to this Registration Statement.
(G) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-36396).
E-2
<PAGE> 1
Exhibit 5.1
-----------
[CALFEE, HALTER & GRISWOLD LETTERHEAD]
August 1, 1995
RPM, Inc.
2628 Pearl Road
Medina, Ohio 44258
In connection with the filing by RPM, Inc., an Ohio corporation (the
"Company"), with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended, of a resale Registration Statement on
Form S-3 (the "Registration Statement") with respect to 3,200,000 Common
Shares, without par value, of the Company (the "Shares"), we have examined the
following: (i) the Amended Articles of Incorporation and Code of Regulations of
the Company, as the same are currently in effect; (ii) the form of Registration
Statement on Form S-3 (including Exhibits thereto) to be filed with the
Securities and Exchange Commission; and (iii) such other documents as we deemed
it necessary to examine as a basis for the opinions hereinafter expressed. The
Shares are to be issued to the selling shareholders named in the Registration
Statement (the "Selling Shareholders") pursuant to that certain Plan and
Agreement of Merger dated July 24, 1995 entered into by and among the Company,
Narragansett/DSI Acquisition Co., Inc. ("NDSI"), and the securityholders of
NDSI, including the Selling Shareholder (the "Merger Agreement"). It is
contemplated by the Merger Agreement that the Registration Statement will be
declared effective for resales of the Shares concurrently with the issuance of
the Shares to the Selling Shareholders.
Based upon the foregoing, we are of the opinion that:
(i) The Company is incorporated and validly existing under the laws of the
State of Ohio.
(ii) The Shares to be sold by the Selling Shareholders in the manner
contemplated by the Registration Statement have been duly authorized and when
issued to the Selling Shareholders in accordance with the terms of the Merger
Agreement will be legally issued, fully paid for and nonassessable.
We are attorneys licensed to practice law in the State of Ohio. The opinions
expressed herein are limited solely to the laws of the State of Ohio and we
express no opinion under the laws of any other jurisdiction.
This opinion is delivered to you solely in connection with the filing of the
Registration Statement with respect to the Shares, and this letter and the
opinions stated herein may not be relied upon for any other purpose or by any
person other than the Directors and officers of the Company.
<PAGE> 2
RPM, Inc.
August 1, 1995
Page Two
We consent to the filing of this opinion with the Registration Statement and
to the use of our name therein under the caption "Validity of Shares."
Respectfully submitted,
/s/ CALFEE, HALTER & GRISWOLD
CALFEE, HALTER & GRISWOLD
<PAGE> 1
Exhibit 23.2
CONSENT OF
INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
July 8, 1994 which appears in the Annual Report on Form 10-K for the fiscal
year ended May 31, 1994 of RPM, Inc. and of our report on the Financial
Statement Schedules which appears in such Annual Report on Form 10-K. We also
consent to the reference to our firm made under the heading "EXPERTS" in the
Prospectus.
/S/ CIULLA STEPHENS & CO.
--------------------------
CIULLA STEPHENS & CO.
Cleveland, Ohio
July 28, 1995
<PAGE> 1
Exhibit 23.3
CONSENT OF
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our report dated February
28, 1995 which appears in the Current Report on Form 8-K, dated July 24, 1995,
of RPM, Inc. and to the reference to our firm made under the heading "EXPERTS"
in the Prospectus.
Our report dated February 28, 1995 contains an explanatory paragraph that
states that Narragansett/DSI Acquisition Co., Inc.'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
July 28, 1995
<PAGE> 1
[KPMG LOGO] Exhibit 23.4
Peat Marwick Plaza Telephone 312 938 1000 Telefax 312 938 0449
303 East Wacker Drive 312 938 3959
Chicago, Il 60601-9973
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated December 10, 1993 with respect to the consolidated financial statements
of Rust-Olcum Corporation for the two years ended October 31, 1993 filed with
RPM, Inc.'s Current Report on Form 8-K, dated June 28, 1994. We also consent to
the reference to our firm made under the heading "EXPERTS" in the Prospectus
constituting part of this Registration Statement on Form S-3.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
July 28, 1995
