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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: October 21, 1996
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(Date of earliest event reported)
RPM, Inc.
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(Exact Name of Registrant as Specified in 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 (330) 273-5090
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Page 1 of 4 Pages
Exhibit Index on Page 2
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Item 5. Other Events.
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On October 21, 1996, RPM, Inc. and The BFGoodrich Company signed a
definitive agreement for RPM to acquire the stock of Tremco Inc., a BFGoodrich
subsidiary. RPM issued the press release filed as Exhibit 99.1 to this Form 8-K
Current Report to announce the signing of the definitive agreement.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(c) Exhibits.
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Sequential
Exhibit No. Page Number
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99.1 Press Release of the Company dated
October 22, 1996.................................................................4
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SIGNATURE
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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 hereunto duly authorized.
RPM, INC.
By: /s/ Thomas C. Sullivan
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Thomas C. Sullivan,
Chairman and Chief Executive Officer
Date: November 4, 1996
Page 3 of 4 Pages
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Exhibit 99.1
NEWS RELEASE
[RPM LETTERHEAD]
RPM, INC. TO ACQUIRE BFGOODRICH TREMCO SUBSIDIARY
AKRON, OHIO--October 22, 1996--The BFGoodrich Company and RPM, Inc.
have signed a definitive agreement for RPM to acquire substantially all of
Tremco Inc., a BFGoodrich subsidiary that manufactures and sells sealants and
coatings. The purchase price was not disclosed, but BFGoodrich expects to
realize a gain on the sale. The sale is subject to certain regulatory filings
and completion of normal closing matters. It is expected to be completed early
in the first quarter of 1997.
Tremco is headquartered in Cleveland and employs about 1,700 at office
and manufacturing locations in the United States and 16 other countries. The
sealants and coatings manufactured under the Tremco brand name are sold to
customers primarily in building, construction, building maintenance and retail
markets. The business had sales in 1995 of about $350 million. Tremco's
financial results are reported by BFGoodrich as part of its Specialty Chemicals
segment.
BFGoodrich Chairman, John Ong said: "As we continue to implement our
strategy as an earnings growth company, the sale of these Tremco businesses will
allow us to accelerate the expansion of our core specialty chemicals and
aerospace businesses."
Thomas C. Sullivan, RPM chairman, stated "There are strong synergies
between Tremco and many RPM operating companies, and Tremco is a company we have
admired and followed for the past 25 years. The Tremco brand names will add to
an already impressive array of RPM brand names in the industrial maintenance
markets, which include Rust-Oleum, Stonhard, Carboline, Mameco and Alumanation."
RPM, Inc., headquartered in Medina, Ohio, is a manufacturer of
industrial coatings and sealants for waterproofing and general maintenance,
corrosion control and other specialty chemical applications. RPM also
manufactures do-it-yourself products for home maintenance, automotive repair,
customer hobby, leisure and marine markets. The company had sales of $ 1.1
billion for its fiscal year ended May 31, 1996, and reported an increase in
sales of 16 percent and earnings per share of 15 percent for the first quarter
of the current fiscal year, which is expected to be RPM's 50th consecutive
record year for the period ending May 31, 1997.
BFGoodrich, headquartered in Akron, Ohio, manufactures a wide range of
specialty chemicals and provides aircraft systems and services. Sales in 1995
were $2.4 billion.
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