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): May 7, 2003
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RPM INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-14187 02-0642224
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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
On May 7, 2003, RPM International Inc. (the "Company") announced it was
seeking to raise, subject to certain conditions, approximately $125 million
through a private offering of senior convertible notes. The Company also
announced that it may raise up to an additional $25 million if the initial
purchasers of the notes exercise their right to acquire additional notes in
connection with the offering. The press release announcing the private offering
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On May 8, 2003, the Company announced that it had priced the private
offering of $248 million in aggregate principal amount at maturity of 2.75
percent senior convertible notes due 2033, resulting in $125 million gross
proceeds to RPM. Each note will be issued at a price of $505.19 and is
convertible into the Company's common stock at a conversion ratio of 27.0517
shares per $1,000 principal amount at maturity of the notes. The press release
announcing the pricing of the private offering is filed as Exhibit 99.2 to this
Current Report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits.
Number Description
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99.1 News Release, dated May 7, 2003
99.2 New Release, dated May 8, 2003
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SIGNATURE
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 INTERNATIONAL INC.
Date: May 9, 2003 By: /s/ P. Kelly Tompkins
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P. Kelly Tompkins
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 News Release, dated May 7, 2003
99.2 New Release, dated May 8, 2003
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