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Filed pursuant to Rule 424(b)(4)
Registration No. 333-19305
PROSPECTUS
RPM, INC.
771,632
COMMON SHARES
(WITHOUT PAR VALUE)
This Prospectus relates to the offer and sale of 771,632 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 a certain selling shareholder of the
Company. See "Selling Shareholder" 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 National Market
under the symbol "RPOW." On January 13, 1997 the last reported sale price for
the Common Shares was $17.875 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 JANUARY 14, 1997
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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 (330) 273-5090. As used in this Prospectus, the "Company" shall refer
to RPM, Inc. and its consolidated subsidiaries, unless the context indicates
otherwise.
RECENT DEVELOPMENTS
Acquisition of Marson Automotive Division
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The Company and its wholly owned subsidiary Bondo/Mar-Hyde
Corporation (the successor corporation to Dynatron/Bondo Corporation) entered
into an Asset Purchase Agreement, dated as of December 30, 1996 (the "Purchase
Agreement") with Marson Corporation, a Delaware corporation ("Marson") and
Marson's wholly owned Canadian subsidiary, Marson Canada Inc., a Canadian
corporation ("Marson Canada"). Pursuant to the Purchase Agreement, the Company
agreed to acquire substantially all of the assets and assume certain liabilities
(the "Acquisition") related to the business conducted by Marson and Marson
Canada as the Marson Automotive Division ("Marson Automotive") from Marson and
Marson Canada. Through Marson Automotive, Marson and Marson Canada manufacture,
distribute and market automotive paint, body and equipment products and
accessories to wholesale suppliers to the automotive service and repair industry
and to retail sellers to the do-it-yourself market.
Acquisition of Tremco, Inc.
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Effective October 21, 1996, the Company and The B.F.
Goodrich Company, a New York corporation ("B.F. Goodrich"), entered into a Stock
Purchase Agreement for RPM to acquire substantially all of Tremco Incorporated,
an Ohio corporation and a B.F. Goodrich subsidiary ("Tremco"). Tremco
manufactures and sells roofing systems, sealants and coatings. Tremco is
headquartered in Cleveland and employs about 1,700 employees at office and
manufacturing locations in the United States, Canada, the United Kingdom, The
Netherlands and Australia, with offices in several other countries. The roofing
systems, sealants and coatings manufactured under the Tremco brand name are sold
to customers primarily in building, construction, building maintenance and
retail markets. Tremco had sales in 1995 of approximately $350 million. The
transaction is expected to be completed in the first quarter of 1997.
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, proxy statements 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 information are also available for inspection and copying at the regional
offices of the Commission located at: 500 West Madison Street, Chicago, Illinois
60661; and 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. The Commission also maintains a Web site
(HTTP://WWW.SEC.GOV) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
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INCORPORATION OF CERTAIN DOCUMENTS
AND INFORMATION BY REFERENCE
The Company hereby incorporates by reference into this
Prospectus the following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act: (a) the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1996; (b) the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 31, 1996; and (c) the Company's
Current Report on Form 8-K dated October 21, 1996.
All documents subsequently filed by the Company 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.
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 this 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 (330) 273-5090.
SELLING SHAREHOLDER
The Common Shares covered by this Prospectus are being offered
and sold by the person listed below (the "Selling Shareholder"). The Company
has issued such Common Shares to the Selling Shareholder in connection
with the consummation of the Acquisition.
The following table shows the number of Common Shares owned by
the Selling Shareholder prior to this offering, the number of Common Shares
being registered hereby, and the number of Common Shares to be owned by the
Selling Shareholder after the completion of this offering:
<TABLE>
<CAPTION>
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Common Shares Owned Common Shares
Prior To Offering Common Shares Owned After
Name of Selling Shareholder Registered Offering
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<S> <C> <C> <C>
Marson Corporation, a Delaware corporation
("Marson") 771,632 771,632 0 (1)
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<FN>
(1) Assumes the sale of all Common Shares registered hereunder.
</TABLE>
Purchase Agreement
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Under the terms of the Purchase Agreement, the Company has
agreed to use its best efforts to file a registration statement with respect to
the potential resale of 771,632 Common Shares to be issued to the Selling
Shareholder 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
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be borne by the Selling Shareholder. The Common Shares may be offered and sold
from time to time within such 36-month period as determined by the Selling
Shareholder.
MANNER OF OFFERING
The price and manner of sale of the Common Shares offered
hereunder are in the sole discretion of the Selling Shareholder. Sales of the
Common Shares covered by this Prospectus may be made by the Selling Shareholder,
or, subject to applicable law, by pledgees, donees, transferees or other
successors in interest, in over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then-current market price or
at prices and at terms determined in privately negotiated transactions. The
Common Shares may be sold through any of several methods, including by any one
or more of the following: (a) a block trade in which the broker or dealers 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; (c) ordinary brokerage transactions and
transactions in which the brokers solicits purchasers; and (d) privately
negotiated transactions. In effecting sales, brokers or dealers engaged by the
Selling Shareholder may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholder 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 Common Shares
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 Shareholder of its
obligations under the Exchange Act to avoid market manipulation of the Common
Shares, including without limitation its 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 the
Selling Shareholder, until the offering pursuant to this Prospectus by the
Selling Shareholder has been completed.
The Company has also advised the Selling Shareholder of its
obligations under the Securities Act to deliver copies of this Prospectus to any
purchaser of their Common Shares.
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 200,000,000 Common Shares,
without par value. There were 77,471,058 shares outstanding as of August 23,
1996. All of the Common Shares of the Company to be sold by the Selling
Shareholder 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
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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
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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 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.
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VALIDITY OF SHARES
The validity of the Common Shares offered hereby will be
passed upon by Calfee, Halter & Griswold LLP, 1400 McDonald Investment Center,
800 Superior Avenue, Cleveland, Ohio 44114-2688, outside counsel to the Company.
William A. Papenbrock, a partner of Calfee, Halter & Griswold LLP, is a Director
of the Company, and as of November 30, 1996 beneficially owned 11,647 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, 1996 have
been examined by Ciulla, Smith & Dale LLP, independent public accountants, as
set forth in their report included therein and incorporated herein by reference.
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