<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 333-_____________
- --------------------------------------------------------------------------------
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 Tel.: (330) 273-5090
- --------------------------------------------------------------------------------
(Address, including Zip Code, and Telephone Number of Principal
Executive Offices)
<TABLE>
<S> <C>
Thomas C. Sullivan Copy to:
Chairman of the Board and Chief Executive Officer --------
RPM, Inc. William A. Papenbrock, Esq.
2628 Pearl Road Calfee, Halter & Griswold LLP
P.O. Box 777 1400 McDonald Investment Center
Medina, Ohio 44258 800 Superior Avenue
(330) 273-5090 Cleveland, Ohio 44114
(216) 622-8200
</TABLE>
- --------------------------------------------------------------------------------
(Name, Address including Zip Code, and Telephone Number 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 in
compliance with applicable federal and state 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 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, please 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 the 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>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Amount of
Amount to be maximum offering price maximum aggregate registration fee
Title of shares to be registered registered per share (1) offering price (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no par value............. 1,812,500 $16.9375 $30,699,219 $9,057
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the
average of the high and low sales price of the Common Stock of RPM, Inc. reported on the Nasdaq National Market on April 27,
1998.
</FN>
</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 SAID SECTION 8(a),
SHALL 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 APRIL 29, 1998
PROSPECTUS
RPM, INC.
1,812,500
COMMON SHARES
(WITHOUT PAR VALUE)
This Prospectus relates to the offer and sale of 1,812,500 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 April 28, 1998 the last reported sale price for the
Common Shares was $16.8125 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 APRIL 29, 1998
<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 (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 Flecto International Supply, Inc.
- ------------------------------------------------
On March 31, 1998, the Company entered into an Agreement and Plan of
Reorganization with John E. Vetterli, the sole shareholder of Flecto
International Supply, Inc., a Nevada corporation ("Flecto Supply"), with respect
to the purchase by the Company of all of the issued and outstanding shares of
capital stock of Flecto Supply. The closing of the transaction was completed on
March 31, 1998, at which time Flecto Supply became a wholly owned subsidiary of
RPM. Simultaneous with the above-described transaction, the Company acquired all
of the issued and outstanding shares of capital stock of The Flecto Company,
Inc., a California corporation (The Flecto Company, Inc. and Flecto Supply are
referred to herein collectively as "Flecto").
Flecto is a leading manufacturer of wood finishes and wood finishing
equipment for the retail do-it-yourself wood and floor finishing markets. With
annual sales of approximately $50 million, Flecto has the leading market share
position in Canada and a number two market share in the United States. Flecto's
headquarters are located in Oakland, California.
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.
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, 1997; (b) the Company's Quarterly Reports on Form
10-Q for the periods ended August 31, 1997, November 30, 1997 and February 28,
1998; and (c) the Company's Current Report on Form 8-K dated March 31, 1998 for
the acquisition of Flecto.
- 2 -
<PAGE> 4
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: Corporate 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 issued
such Common Shares to the Selling Shareholder on March 31, 1998 in connection
with the merger (the "Merger") of RPM of Nevada, Inc., a Nevada corporation and
a direct, wholly owned subsidiary of the Company with and into Flecto Supply,
whereby Flecto Supply became a wholly owned subsidiary of the Company. In
connection with the Merger, the shareholder of Flecto Supply received 1,812,500
Common Shares of the Company. The 1,812,500 Common Shares owned by the Selling
Shareholder represent all of the Common Shares presently owned by him.
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>
- -------------------------------------------------------------------------------------------------------
Common Shares Common Shares
Owned Prior To Common Shares Owned After
Name of Selling Shareholder Offering Registered Offering
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John E. Vetterli
1,812,500 1,812,500 (1) 0 (2)
- -------------------------------------------------------------------------------------------------------
<FN>
(1) Maximum number of shares to be sold by the Selling Shareholder.
(2) Assumes the sale of all Common Shares registered hereunder.
</FN>
</TABLE>
In connection with the Merger, the Selling Shareholder entered into a
Noncompetition Agreement with Flecto Supply.
Securities Agreement
- --------------------
Under the terms of a Securities Agreement dated March 31, 1998 by
and between the Company and the Selling Shareholder (the "Securities
Agreement"), the Company agreed to use its best efforts to file a registration
statement with respect to the 1,812,500 Common Shares and to maintain the
effectiveness of such registration statement for a period of 24 months from the
date of this
- 3 -
<PAGE> 5
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
Shareholder. The 1,812,500 Common Shares may be offered and sold from time to
time within such 24-month period as determined by the Selling Shareholder. The
Securities Agreement grants the Company the right to be notified of the terms,
including price and identity of the purchaser, of any private sale in one or a
series of related transactions of all or substantially all of the Common Shares
owned by the Selling Shareholder. As of the date of this Prospectus, the Company
is unaware of any plans or intentions of the Selling Shareholder with respect to
the amount of Common Shares he desires to sell or when he would desire to sell
his Common Shares except that, depending on market conditions, the Selling
Shareholder may sell an as yet undetermined number of Common Shares for the
purposes of investment diversification.
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 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 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 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 of 1933
(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 his obligations
under the Exchange Act to avoid market manipulation of the Common Shares,
including without limitation his obligation not to purchase or solicit purchases
by others of any of the Common Shares in certain circumstances 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 his
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 100,161,376 shares outstanding as of April 8, 1998. 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,
- 4 -
<PAGE> 6
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
- 5 -
<PAGE> 7
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.
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 May 31, 1997 beneficially owned 11,821 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, 1997 have
been examined by Ciulla, Smith & Dale, LLP, independent public accountants, as
set forth in their report included therein and incorporated herein by reference.
- 6 -
<PAGE> 8
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................................................... $ 9,057
Fees and Expenses of Counsel........................................... 10,000
Miscellaneous.......................................................... 1,943
TOTAL.................................................................. $21,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ---------------------------------------------------
Ohio Revised Code Section 1701.13(E) 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, or is or was serving at the request of the corporation
in a similar capacity with another corporation or other enterprise, 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 provides
for the indemnification of Directors and officers against certain liabilities,
to the maximum amount permitted by Ohio law. A copy of the Registrant's Amended
Code of Regulations is filed as Exhibit 4.2 to the Registration Statement and is
incorporated herein by reference thereto.
The Registrant has purchased a Directors and Officers Liability
Insurance Policy, which insures the Directors and officers of the Company
against certain liabilities incurred in the performance of their duties.
As of July 20, 1990, the Registrant 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 99.1 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 Company's Code of Regulations, the Ohio Revised Code, or by any amendment(s)
thereto.
The Securities Agreement, dated March 31, 1998, by and between the
Registrant and the Selling Shareholder, provides that the Selling Shareholder
will, in connection with any Registration Statement filed by the Registrant on
behalf of such Selling Shareholder, indemnify the Registrant, its Directors,
officers, each person, if any, who controls the Registrant and each agent of the
Registrant (within the meaning of the Securities Act) against certain
liabilities arising out of the Registration Statement and the related
Prospectus. Such Securities Agreement is filed as Exhibit 4.2 to this
Registration Statement and is incorporated herein by reference thereto.
ITEM 16. EXHIBITS.
See the Exhibit Index at page E-1 of this Registration Statement.
II-1
<PAGE> 9
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any 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 events
arising after the effective date of the Registration Statement (or
the most recent post-effective date thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes 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) or 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 in the Registration Statement by reference 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
II-2
<PAGE> 10
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-3
<PAGE> 11
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, State of Ohio, on April 29, 1998.
RPM, INC.
By: /s/ FRANK C. SULLIVAN
-------------------------------------------
Frank C. Sullivan, Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Thomas C. Sullivan, James A.
Karman, Frank C. Sullivan, Paul A. Granzier, William A. Papenbrock, and Edward
W. Moore, or any one of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution for him or her
in 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 exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, or any of them, full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitute or substitutes may 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 BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 29TH DAY OF APRIL, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ THOMAS C. SULLIVAN Chairman of the Board of Directors and Chief Executive
- ----------------------------- Officer (Principal Executive Officer)
Thomas C. Sullivan
/s/ JAMES A. KARMAN President and Chief Operating Officer and a Director
- -----------------------------
James A. Karman
/s/ FRANK C. SULLIVAN Executive Vice President and Chief Financial
- ----------------------------- Officer (Principal Financial Officer) and a Director
Frank C. Sullivan
/s/ GLENN R. HASMAN Vice President--Administration (Principal Accounting
- ----------------------------- Officer)
Glenn R. Hasman
</TABLE>
II-4
<PAGE> 12
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ MAX D. AMSTUTZ Director
- -----------------------------
Max D. Amstutz
/s/ EDWARD B. BRANDON Director
- -----------------------------
Edward B. Brandon
/s/ LORRIE GUSTIN Director
- -----------------------------
Lorrie Gustin
/s/ E. BRADLEY JONES Director
- -----------------------------
E. Bradley Jones
/s/ DONALD K. MILLER Director
- -----------------------------
Donald K. Miller
/s/ JOHN H. MORRIS, JR. Executive Vice President and a Director
- -----------------------------
John H. Morris, Jr.
/s/ KEVIN O'DONNELL Director
- -----------------------------
Kevin O'Donnell
/s/ WILLIAM A. PAPENBROCK Director
- -----------------------------
William A. Papenbrock
/s/ ALBERT B. RATNER Director
- -----------------------------
Albert B. Ratner
</TABLE>
II-5
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF DOCUMENT NUMBER
------ ----------------------- ------
<S> <C> <C>
3.1 Amended Articles of Incorporation of the Company, as amended, which is
incorporated herein by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 1996.
3.2 Amended Code of Regulations of the Company which is incorporated herein by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended May 31, 1996.
4.1 Specimen certificate of Common Shares, without par value, of the Company
which is incorporated herein by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3 (Reg. No. 33-39849).
4.2 Securities Agreement dated March 31, 1998 by and between the Company and
John E. Vetterli.
5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity of the Common
Shares being offered.
23.1 Consent of Ciulla, Smith & Dale, LLP, independent Auditors of the Company.
23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).
99.1 Form of Indemnification Agreement between the Company and each of its
Directors and executive officers which is incorporated herein by reference
to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the period
ended May 31, 1996.
</TABLE>
E-1
<PAGE> 1
EXHIBIT 4.2
SECURITIES AGREEMENT
--------------------
THIS AGREEMENT is made as of the 31st day of March, 1998 by
and between RPM, INC., an Ohio corporation ("RPM") and JOHN E. VETTERLI, the
shareholder ("Shareholder") of Flecto International Supply, Inc., a Nevada
corporation ("Flecto Supply").
WITNESSETH:
WHEREAS, RPM and Shareholder have entered into an Agreement
and Plan of Reorganization of even date herewith ("Reorganization Agreement")
pursuant to which Shareholder is receiving RPM Common Shares, without par value
("RPM Shares"), in exchange for his shares of Common Stock, no par value, of
Flecto Supply (the "Reorganization"); and
WHEREAS, RPM and Shareholder have agreed that the issuance of
the RPM Shares in the Reorganization shall be pursuant to the "private offering"
exemption from registration with the Securities and Exchange Commission ("SEC")
provided by Section 4(2) of the Securities Act of 1933, as amended (the "Act"),
and Rule 506 promulgated pursuant to the Act; and
WHEREAS, RPM and Shareholder have agreed further that RPM
shall, subject to the terms and conditions herein set forth, register all of the
RPM shares received by Shareholder (the "Registrable RPM Shares") with the SEC;
and
WHEREAS, Shareholder also desires that the Reorganization be
treated as a tax-free reorganization within the meaning of Section 368(a)(1)(A)
and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein and in the Reorganization
Agreement, RPM and Shareholder hereby agree as follows:
<PAGE> 2
1. EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) AND RULE 506.
In connection with Shareholder's investment in the Registrable
RPM Shares, Shareholder hereby represents, warrants, covenants and agrees as
follows:
1.1 ACCREDITED INVESTOR. Shareholder is an "Accredited
Investor" as defined in Rule 501 promulgated pursuant to the Act.
1.2 INFORMATION RECEIVED. Shareholder has received a copy of
(i) RPM's Annual Report to Shareholders for the fiscal year ended May 31, 1997,
(ii) Proxy Statement for the October 17, 1997 annual meeting of RPM
shareholders, (iii) Annual Report on Form 10-K for the fiscal year ended May 31,
1997, (iv) Quarterly Reports on Form 10-Q for the fiscal quarters ended August
31, 1997 and November 30, 1997, (v) a brief description of the RPM Shares being
offered, and any material changes in RPM's affairs that are not disclosed in the
documents furnished pursuant to this Section 1.2, which description, if any, is
included in the copy of the letter attached hereto as Exhibit A. Shareholder has
made a written request to RPM that they make available to him any exhibits to
any of the documents listed in clauses (i) - (v) above. Shareholder has had at a
reasonable time prior to the date of this Agreement the opportunity to ask
questions of and receive answers from RPM concerning the terms and conditions of
the Reorganization, the Registrable RPM Shares and the business of RPM and to
obtain any additional information which RPM possesses or can acquire without
unreasonable effort or expense that Shareholder has deemed necessary or
desirable to verify the accuracy of the information furnished pursuant to this
Section 1.2.
-2-
<PAGE> 3
1.3 LIMITATIONS ON RESALE. Shareholder is aware that the
Registrable RPM Shares have not been registered under the Act and that he must
hold such shares indefinitely unless they are subsequently registered under the
Act or an exemption from such registration is available. Shareholder is also
aware that any sales of the Registrable RPM Shares pursuant to SEC Rule 144 may
be made only after the applicable holding period and subject to the limitations
on volume and manner of sale set forth therein and only if RPM satisfies the
requirements therefor. Shareholder is acquiring the Registrable RPM Shares for
his own account, for investment and not with a view to the distribution thereof
and will not sell, transfer or otherwise dispose of such Registrable RPM Shares
unless a registration statement filed with the SEC pursuant to the Act with
respect thereto is in effect or RPM shall have received an opinion of counsel
reasonably satisfactory to it to the effect that such registration is not
required. Shareholder acknowledges and agrees that the certificates representing
the Registrable RPM Shares to be received by him shall bear a legend in the form
set forth on Exhibit B hereto stating the substance of such restrictions, and
that RPM may issue stop transfer instructions to the transfer agent of RPM
Shares to preclude any transfer in violation of such restrictions. Shareholder
further acknowledges that prior to execution and delivery of this Agreement he
received a written disclosure of the foregoing limitations on resale of the
Registrable RPM Shares and of the fact that the certificates representing such
shares will bear the above-referenced legend and that the above-referenced stop
transfer instructions will be issued as necessary. RPM agrees to cause the
restrictive legend referred to above to be removed from RPM Share Certificates
when Shareholder so qualifies under Rule 144(k).
1.4 INVESTMENT DECISION. Based upon the information delivered
to Shareholder pursuant to this Section 1, a thorough review of this Agreement,
the Reorganization Agreement, and the other agreements and documents delivered
in connection therewith (including the Exhibits
-3-
<PAGE> 4
and Disclosure Schedules thereto), Shareholder understands the terms and
conditions of the Reorganization and of the Registrable RPM Shares to the extent
necessary to make the investment decision required by this Agreement and the
Reorganization Agreement.
2. REGISTRATION RIGHTS.
2.1 REGISTRATION RIGHTS. RPM shall, within thirty (30) days
after the date hereof (i) prepare and file with the SEC a registration statement
under the Act intended to permit the offering of the Registrable RPM Shares
continuously from time to time (the "Shelf Registration Statement") with respect
to such Registrable RPM Shares and use its best efforts to cause such
registration statement to become and remain effective for a period of
twenty-four (24) months; provided, however, RPM shall in no event be obligated
either to file more than one (1) such registration statement in any given six
(6)-month period or to cause any such registration to remain effective for more
than twenty-four (24) months (ii) prepare and file with the SEC such amendments
and supplements to such registration statement and the Prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Act with respect to the disposition of all securities
covered by such registration statement, (iii) furnish to Shareholder such
numbers of copies of a Prospectus in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable RPM Shares owned by him, and (iv)
use its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of the
securities covered by the registration statement, provided that RPM shall not be
required in connection therewith or as a condition thereto to qualify to do
business where it is not so qualified or to file a general consent to service of
process in any such states or jurisdictions. RPM shall be obligated to effect
only one (1)
-4-
<PAGE> 5
Shelf Registration Statement pursuant to this Section 2.1.
2.2 SHAREHOLDER'S OBLIGATION TO FURNISH INFORMATION. It shall
be a condition precedent to the obligations of RPM to take any action pursuant
to Section 2 hereof that Shareholder shall furnish to RPM such information
regarding himself, the Registrable RPM Shares held by him, and the intended
method of disposition of such securities as RPM shall reasonably request and as
shall be required in connection with the action to be taken by RPM.
2.3 EXPENSES OF REGISTRATION. All expenses incurred in
connection with a registration pursuant to Section 2.1 (excluding fees and
disbursements of Shareholder's counsel, if any, and underwriters' discounts and
commissions and brokerage or dealer commissions), including without limitation
all registration, qualification and filing fees, printers' and accounting fees,
and fees and disbursements of counsel for RPM, shall be borne by RPM.
2.4 DELAY OF REGISTRATION. Shareholder shall not have any
right to take any action to restrain, enjoin or otherwise delay any registration
statement under this Section 2 as the result of any controversy that might arise
with respect to the interpretation or implementation of this Section 2.
2.5 INDEMNIFICATION. In the event any Registrable RPM Shares
are included in a registration statement under this Section 2:
2.5.1 INDEMNIFICATION OF SHAREHOLDER. To the extent
permitted by law, RPM will indemnify and hold harmless Shareholder, and each
person, if any, who controls Shareholder within the meaning of the Act or the
Securities Exchange Act of 1934 (the "Exchange Act"), against any losses,
claims, damages, expenses (including reasonable costs of investigation) or
liabilities, joint or several, to which they may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based on
-5-
<PAGE> 6
any untrue or alleged untrue statement of any material fact contained in such
registration statement, including any Prospectus contained therein or any
amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
arise out of any violation by RPM of any rule or regulation promulgated under
the Act applicable to RPM and relating to action or inaction required by RPM in
connection with any such registration; and will reimburse Shareholder or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 2.5.1 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of RPM (which consent shall not be unreasonably withheld) nor shall
RPM be liable in any such case for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in connection
with such registration statement, any Prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by Shareholder or
controlling person. It is expressly understood among the parties to this
Securities Agreement that in no event shall RPM be obligated to agree to
indemnify or indemnify, in any respect, any underwriter, broker, dealer or other
entity or person effecting the sale, purchasing or otherwise distributing any of
the Registrable RPM Shares.
2.5.2 INDEMNIFICATION OF RPM. To the extent permitted by
law, Shareholder will indemnify and hold harmless RPM, each of its directors,
each of its officers who have signed the registration statement, each person, if
any, who controls RPM within the meaning of the Act or
-6-
<PAGE> 7
the Exchange Act, and each agent for RPM (within the meaning of the Act) against
any losses, claims, damages, expenses (including reasonable costs of
investigation) or liabilities to which RPM or any such director, officer,
controlling person or agent may become subject, under the Act or otherwise,
insofar as such losses, claims, damages, expenses (including reasonable costs of
investigation) or liabilities (or actions in respect thereto) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in such registration statement, including any Prospectus
contained therein or any amendments or supplements thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in such registration statement, any Prospectus, or amendments or supplements
thereof, in reliance upon and in conformity with written information furnished
by Shareholder expressly for use in connection with such registration; and
Shareholder will reimburse any legal or other expenses reasonably incurred by
RPM or any such director, officer, controlling person or agent in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
Section 2.5.2 shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of Shareholder (which consent shall not be unreasonably withheld).
2.5.3 NOTIFICATION OF AND PARTICIPATION IN CLAIMS.
Promptly after receipt by an indemnified party under this Section 2 of notice of
the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
2, notify the indemnifying party in writing of the commencement thereof and the
-7-
<PAGE> 8
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his, her or
its ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 2, but the omission so to
notify the indemnifying party will not relieve him, her or it of any liability
that he, she or it may have to any indemnified party otherwise than under this
Section.
2.6 REPORTS UNDER EXCHANGE ACT. With a view to making
available to Shareholder the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit Shareholder
to sell securities of RPM to the public without registration, RPM agrees to use
its best efforts to (i) make and keep public information available, as those
terms are understood and defined in Rule 144, (ii) file with the SEC in a timely
manner all reports and other documents required of the Company under the Act and
the Exchange Act, and (iii) furnish to Shareholder so long as Shareholder owns
any of the Registrable RPM Shares forthwith upon request a written statement by
RPM that it has complied with the reporting requirements of Rule 144 and of the
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of RPM, and such other reports and documents so filed by RPM as may be
reasonably requested in availing Shareholder of any rule or regulation of the
SEC permitting the selling of any such securities without registration.
2.7 TRANSFER OF REGISTRATION RIGHTS. The registration rights
of Shareholder under this Section 2 may not be transferred to any third party,
however, they will inure to the benefit of Shareholder's heirs and personal
representatives.
-8-
<PAGE> 9
3. CONTINUITY OF INTEREST; CONTINUITY OF BUSINESS ENTERPRISE.
After having discussed with each other their intentions
regarding the sale of the Registrable RPM Shares, Shareholder represents and
warrants to RPM that he has no present intention to sell such number of the
Registrable RPM Shares received by him in the Reorganization as would result in
his retaining, in the aggregate, such number of Registrable RPM Shares as would
have a value as of the time of the Reorganization of less than 50% of the value
of all of the issued and outstanding shares of Flecto Supply immediately prior
to the Reorganization. RPM represents and warrants to Shareholder that it has no
present plan or intention to discontinue the business of Flecto Supply or to
cause Flecto Supply to sell or distribute such of its assets or properties as
would result in a failure of Flecto Supply to hold substantially all of its
assets or properties immediately following the Reorganization.
4. NOTICE OF SALE OF RPM SHARES.
For a period of one (1) year from the date hereof, in the
event a bona fide offer to purchase is made to or solicited by or on behalf of
Shareholder relative to the private sale in one or a series of related
transaction(s) of all or substantially all of his Registrable RPM Shares
(hereinafter "Offer to Purchase"), Shareholder shall notify RPM in writing of
the price per share and other terms of the Offer to Purchase and the identity of
the prospective purchaser or group of purchasers within five (5) days of
Shareholder's receipt of the Offer to Purchase.
5. MISCELLANEOUS.
5.1 NOTICES AND COMMUNICATIONS. Unless otherwise provided
herein, any notice or other communication under this Agreement shall be deemed
to have been duly given or made on the earlier of (i) the date of receipt or
(ii) the date when the same shall have been posted by certified or registered
mail, return receipt requested, in any post office in the United States of
America,
-9-
<PAGE> 10
postage prepaid and addressed to the party to whom such notice or other
communication is to be given or made at such party's address set forth below, or
to such other address as such party shall designate by written notice to the
other parties, as follows:
If intended for RPM:
RPM, Inc.
P. O. Box 777
2628 Pearl Road
Medina, Ohio 44258
Attention: Thomas C. Sullivan
with a copy to:
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
Attention: William A. Papenbrock, Esq.
If intended for Shareholder:
John E. Vetterli
1170 Sacramento Street
San Francisco, CA 94108
with a copy to:
Robert Foley, Esq.
4018 Tilden Lane
Lafayette, CA 94549
5.2 GOVERNING LAW. The validity, enforceability and
construction of this Agreement shall be governed by the laws of the State of
Ohio.
5.3 PRONOUNS. The use of the feminine, masculine or neuter
pronoun shall not be restrictive as to gender and shall be interpreted in all
cases as the context may require.
5.4 AMENDMENTS; SUCCESSORS. This Agreement may be amended only
by an agreement signed by all of the parties hereto and shall be binding upon
and shall inure to the benefit
-10-
<PAGE> 11
of the parties hereto and their respective successors and permitted assigns.
5.5 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document. This Agreement shall be
effective upon execution and delivery of either manually signed or facsimile
signed signature pages.
5.6 ENTIRE AGREEMENT. This Agreement, except insofar as it
refers to the Reorganization Agreement or any of the other agreements or
documents referred to therein, contains the entire agreement and understanding
of the parties with respect to the subject matter hereof. No prior agreement,
either written or oral, shall be construed to change, amend, alter, repeal or
invalidate this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date and year first above mentioned.
RPM, INC.
/s/ John E. Vetterli By /s/ Frank C. Sullivan
- ----------------------------- -----------------------------------
JOHN E. VETTERLI FRANK C. SULLIVAN
Its: Executive Vice President and
Chief Financial Officer
<PAGE> 1
EXHIBIT 5.1
April 29, 1998
RPM, Inc.
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258
We are familiar with the proceedings taken by RPM, Inc., an Ohio
corporation (the "Company"), with respect to 1,812,500 Common Shares (the
"Shares"), to be sold by a certain selling shareholder (the "Selling
Shareholder"). As counsel for the Company, we have assisted in the preparation
of a Registration Statement on Form S-3 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission to effect the
registration of the Shares under the Securities Act of 1933, as amended. In this
connection, we have examined the Amended Articles of Incorporation and the Code
of Regulations of the Company, each as currently in effect, records of
proceedings of the Board of Directors of the Company, and such other records and
documents as we have deemed necessary or advisable to render the opinion
contained herein.
Based upon our examination and inquiries, we are of the opinion that
the Shares are duly authorized, validly issued, fully paid 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 opinion stated herein may not be relied upon for any other purpose or by
any persons other than the Directors and executive officers of the Company.
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."
Very truly yours,
/s/ CALFEE, HALTER & GRISWOLD LLP
---------------------------------
Calfee, Halter & Griswold LLP
<PAGE> 1
EXHIBIT 23.1
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
July 10, 1997 which appears in the Annual Report on Form 10-K for the fiscal
year ended May 31, 1997 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, SMITH & DALE, LLP
-----------------------------
Ciulla, Smith & Dale, LLP
Cleveland, Ohio
April 29, 1998
