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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 (Date of earliest event reported): April 28, 1999
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RPM, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-5132 34-6550857
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2628 Pearl Road, P.O. Box 777, 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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ITEM 5. OTHER EVENTS.
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On April 28, 1999, RPM, Inc. (the "Company") issued a news release, a
copy of which is filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Not applicable
(b) Not applicable
(c) Exhibits.
Number Description
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99 Press release, dated April 28, 1999
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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.
Date: May 10, 1999 By:/s/ Frank C. Sullivan
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Frank C. Sullivan
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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Number Description
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99 Press release, dated April 28, 1999
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Exhibit 99
News Release
[logo]RPM RPM, INC.- P.O. Box 777 - Medina, Ohio 44258 - 330-273-5090 - Fax
330-225-8743 - http://www.rpminc.com
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RPM, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
MEDINA,OH - April 28, 1999 - RPM, Inc. (NYSE:RPM) announced today that
its Board of Directors has adopted a Shareholder Rights Plan. Under the Plan,
the RPM Board declared a dividend distribution of one right for each outstanding
RPM Common Share, payable May 11, 1999. Each right entitles the registered
holder to purchase from RPM one-tenth of a Common Share at a price of $7.00 or
$70.00 per whole share, subject to adjustment.
"RPM's Board adopted the Shareholder Rights Plan to ensure the
protection of shareholders against a partial tender offer or share accumulation
that might allow a third party to take control of RPM without paying all
shareholders a fair price for their shares," said Thomas C. Sullivan, chairman
and chief executive officer of the specialty coatings company. He added that the
Plan does not contain the so-called "dead hand" provision which some
institutional shareholders have found to be objectionable.
The rights will initially trade together with RPM's Common Shares and
will not be exercisable. In the absence of further RPM Board action, the rights
generally will become exercisable and allow the holder to acquire RPM Common
Shares at a discounted price if a person or group acquires 15% or more of RPM's
outstanding Common Shares. Rights held by persons who exceed the applicable
threshold will be void. Under certain circumstances, the rights will entitle the
holder to buy shares in an acquiring entity at a discounted price
The company's Board of Directors may, at its option, redeem all rights
for $.001 per right, generally at any time prior to the rights becoming
exercisable. The rights will expire May 11, 2009, unless earlier redeemed,
exchanged or amended by the Board of Directors, and the Plan specifically
provides that the Board will review the status of the Plan at the end of five
years to determine if any such action should be taken.
"The adoption of shareholder rights plans has become common practice in
major American companies and a well-accepted approach to ensuring that all
shareholders receive a fair price and are treated equally in the event of a
takeover," said Sullivan. "With our industry sector and the company trading at
historically low multiples, the rights plan helps assure our investors that a
corporate raider would negotiate with the Board and pay a fair price for RPM
stock."
Mr. Sullivan said the adoption of the Plan was not taken in response to
or in anticipation of any specific or proposed change in control of RPM.
The issuance of the rights is not a taxable event, will not affect
RPM's reported financial condition or results of operations (including earnings
per share) and will not change the way in which RPM's Common Shares are
currently traded.
RPM, Inc. is a world leader in specially coatings, serving both the
industrial and consumer markets. Its industrial products include roofing
systems, sealants, corrosion control coatings, floor coatings and specialty
coatings and chemicals. RPM's consumer do-it-yourself products are used for home
maintenance and automotive and boat repair. Traded on the New York Stock
Exchange under the symbol RPM, the company has announced that it expects its
fiscal year ending May 31, 1999 to be RPM's 52nd consecutive year of record
sales and record earnings.
