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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
RPM, Inc.
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(Name of Issuer)
Common Shares, without Par Value
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(Title of Class of Securities)
749685103
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(Cusip Number)
Check the following if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: ---
(1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
INITIAL FILING
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<TABLE>
<S> <C> <C> <C>
CUSIP NO. 749685103 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
2,768,757
Number of
Shares 6 SHARED VOTING
Beneficially POWER 119,752
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 2,630,865
8 SHARED
DISPOSITIVE POWER
218,350
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,947,721
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.23%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT
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ITEM 1 (A). NAME OF ISSUER:
RPM, Inc.
ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258
ITEM 2 (A)-(C) NAMES, ADDRESSES AND CITIZENSHIP OF PERSON FILING:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
ITEM 2 (D). TITLE OF CLASS OF SECURITIES:
Common Shares, without par value
ITEM 2 (E). CUSIP NUMBER:
749685103
ITEM 3. Fifth Third Bancorp is filing as a parent holding company in
accordance with Section 240.13d - 1(b)(ii)(G) of the Exchange
Act Rules.
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ITEM 4. OWNERSHIP:
This report relates to beneficial holdings by Fifth Third Bancorp, through
several of its banking subsidiaries, of an aggregate of 2,947,721
outstanding shares of the Common Stock of RPM, Inc., no par value. 221,000
shares are reported as Investment Adviser to Fountain Square Funds.
The following tabulations set forth the shares with respect of which voting
rights are held or shared and those shares to which there is the power of
disposal.
(a) Amount of Beneficially Owned:
Fifth Third Bancorp, through fiduciary accounts held in its banking
subsidiaries, has neither voting power nor dispositive power with respect to
2,081,890 shares and are not deemed to be beneficial owned.
The following are held in fiduciary accounts in Bancorp's banking
subsidiaries and are deemed to be beneficially owned:
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<CAPTION>
Powers: No. of Shares
<S> <C>
Full voting; full dispositive 2,567,653
Full voting; shares dispositive 104,400
Full voting; no dispositive 96,704
Shared voting; full dispositive 4,000
Shared voting; shared dispositive 113,950
Shared voting; no dispositive 1,802
No voting; full dispositive 59,212
No voting; shared dispositive -0-
(b) Percent of Class:
Fifth Third Bancorp has aggregate beneficial
ownership of 5.23%.
(c) Number of Shares as to which such Person has:
(i) Sole Power to Vote or to Direct the Vote 2,768,757
(ii) Shared Power to Vote or to Direct the Vote 119,752
(iii) Sole Power to Dispose or to Direct the
disposition of 2,630,865
(iv) Shared Power to Dispose or to Direct the
disposition of 218,350
</TABLE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Fifth Third Bancorp, as parent holding company of the banking subsidiaries
listed below, has filed this schedule. The subsidiaries are filing in
accordance with Section 240.13(d-1)(b)(ii)(G) of the Exchange Act Rules, none
of which hold more than 5% of the outstanding stock of the Issuer
<TABLE>
<CAPTION>
List of Banking Subsidiaries Federal Tax ID Number Item 3 Classification
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Fifth Third Bank 31-0854433 BK
Fifth Third Bank of Columbus 31-1137357 BK
Fifth Third Bank of
Northwestern Ohio 34-4208980 BK
Fifth Third Bank of
Central Kentucky 61-0290030 BK
Fifth Third Trust Co. &
Savings Bank, FSB 59-3085783 BK
Fifth Third Bank of
Northern Kentucky 61-0335110 BK
Fifth Third Bank of Central
Indiana 35-0545660 BK
Fifth Third Bank of
Western Ohio 31-0676865 BK
ITEM 8-9. Not Applicable
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ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 7, 1994
Date:
THE FIFTH THIRD BANCORP
By: MICHAEL K. KEATING
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Name: Michael K. Keating
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Title: Secretary
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