FILED PURSUANT TO RULE 424(b)(3) AND (c)
REGISTRATION NUMBER 333-108647
PROSPECTUS SUPPLEMENT
(to prospectus dated November 24, 2003)
$297,000,000
[RPM LOGO]
SENIOR CONVERTIBLE NOTES DUE 2033
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This prospectus supplement (this "Supplement") supplements the
prospectus dated November 24, 2003 (the "Prospectus") of RPM International Inc.
(the "Company") relating to the resale by certain holders of up to $297,000,000
aggregate principal amount of senior convertible notes due 2033 of the Company
and shares of the Company's common stock into which the notes are convertible.
You should read this Supplement in conjunction with the Prospectus. This
Supplement is qualified by reference to the Prospectus, except to the extent the
information in this Supplement supersedes the information contained in the
Prospectus.
INVESTING IN THE NOTES INVOLVES RISKS, SOME OF WHICH ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 11 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Supplement is January 16, 2004
SELLING SECURITYHOLDERS
The Company originally issued the notes, which were sold by Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia
Securities, Inc., BNY Capital Markets, Inc., Bank One Capital Markets, Inc. and
McDonald Investments Inc., a Keycorp Company, as the initial purchasers, in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), to persons reasonably believed by the
initial purchasers to be qualified institutional buyers. Selling
securityholders, including their transferees, pledges or donees or their
successors, may from time to time offer and sell any or all of the notes and the
common stock into which the notes are convertible pursuant to the Prospectus.
The selling securityholders may offer all, some or none of the notes and the
underlying common stock.
The table below supersedes the table of selling securityholders
contained on pages 47 through 50 of the Prospectus. The information below is
based on information provided to us by or on behalf of the selling
securityholders on or prior to January 15, 2004. Because the selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their notes at any time without notifying the
Company, the table below may not reflect the exact value of notes held by each
selling securityholder on the date of this Supplement. Information about the
selling securityholders may change from time to time. Any changed information
will be set forth in prospectus supplements, post-effective amendments or in
other documents that we may file from time to time with the SEC, as required.
Because the selling securityholders may offer all or some portion of
the notes or the common stock into which the notes are convertible, we cannot
estimate the amount of notes or common stock that may be held by the selling
securityholders upon the completion of any sales. For information on the
procedure for sales by selling securityholders, read the disclosure on page 52
of the Prospectus under the heading "Plan of Distribution":
PRINCIPAL
AMOUNT OF NUMBER OF NUMBER OF
NOTES SHARES OF SHARES OF PERCENTAGE
BENEFICIALLY PERCENTAGE COMMON STOCK COMMON STOCK OF COMMON
NAME OF OWNED THAT OF NOTES BENEFICIALLY THAT MAY BE STOCK
SELLING SECURITYHOLDER(1) MAY BE SOLD OUTSTANDING OWNED(2) SOLD(3)(4) OUTSTANDING(5)
------------------------- ----------- ----------- -------- ---------- --------------
AM Master Fund I LP $ 760,000 * __ 20,559 *
American Fidelity Assurance 590,000 * __ 15,961 *
Company
Aviva Life Insurance Co. 5,000,000 1.68% __ 135,259 *
Blue Cross Blue Shield of 160,000 * __ 4,328 *
Delaware, Inc.
CareFirst Blue Choice, Inc. 130,000 * __ 3,517 *
CareFirst of Maryland, Inc. 460,000 * __ 12,444 *
CIBC World Markets 14,440,000 4.86% __ 390,627 *
CGNU Life Fund 2,500,000 * __ 67,629 *
City of Birmingham Retirement & 1,350,000 * __ 36,520 *
Relief System
2
PRINCIPAL
AMOUNT OF NUMBER OF NUMBER OF
NOTES SHARES OF SHARES OF PERCENTAGE
BENEFICIALLY PERCENTAGE COMMON STOCK COMMON STOCK OF COMMON
NAME OF OWNED THAT OF NOTES BENEFICIALLY THAT MAY BE STOCK
SELLING SECURITYHOLDER(1) MAY BE SOLD OUTSTANDING OWNED(2) SOLD(3)(4) OUTSTANDING(5)
------------------------- ----------- ----------- -------- ---------- --------------
CNH CA Master Account, L.P. 500,000 * __ 13,526 *
Commercial Union Life Fund 3,200,000 1.08% __ 86,565 *
Convertible Securities Fund 110,000 * __ 2,976 *
Credit Suisse First Boston 4,000,000 1.35% __ 108,207 *
Europe Limited
FreeState Health Plan, Inc. 55,000 * __ 1,488 *
Genesee County Employees' 630,000 * __ 17,043 *
Retirement System
GLG Market Neutral Fund 25,000,000 8.42% __ 676,293 *
Group Hospitalization and 500,000 * __ 13,526 *
Medical Services, Inc.
HealthNow New York, Inc. 275,000 * __ 7,439 *
HFR TOA Master Trust 59,000 * __ 1,596 *
Highbridge International LLC 12,500,000 4.21% __ 338,146 *
Jackson County Employees' 275,000 * __ 7,439 *
Retirement System
KBC Financial Products USA Inc. 2,630,000 * __ 71,146 *
Laurel Ridge Capital, LP 8,000,000 2.69% __ 216,414 *
Lexington Vantage Fund, Ltd. 43,000 * __ 1,163 *
Lyxor/AM Investment Fund Ltd. 1,050,000 * __ 28,404 *
Merrill Lynch, Pierce, Fenner & 17,325,000 5.83% 11,269 468,671 *
Smith, Inc.
Nations Convertible Securities 10,890,000 3.67% __ 294,593 *
Fund
3
PRINCIPAL
AMOUNT OF NUMBER OF NUMBER OF
NOTES SHARES OF SHARES OF PERCENTAGE
BENEFICIALLY PERCENTAGE COMMON STOCK COMMON STOCK OF COMMON
NAME OF OWNED THAT OF NOTES BENEFICIALLY THAT MAY BE STOCK
SELLING SECURITYHOLDER(1) MAY BE SOLD OUTSTANDING OWNED(2) SOLD(3)(4) OUTSTANDING(5)
------------------------- ----------- ----------- -------- ---------- --------------
NORCAL Mutual Insurance Company 520,000 * __ 14,067 *
Norwich Union Life & Pensions 5,000,000 1.68% __ 135,259 *
O'Connor Global Convertible 2,500,000 * __ 67,629 *
Arbitrage Master Limited
O'Connor Global Convertible 500,000 * __ 13,526 *
Portfolio
Peoples Benefit Life Insurance 2,500,000 * __ 67,629 *
Company Teamsters
Physicians' Reciprocal Insurers 1,550,000 * __ 41,930 *
Account #7
Pioneer High Yield Fund 130,700,000 44.01% __ 3,535,657 3.05%
Pioneer High Yield VCT Portfolio 1,000,000 * __ 27,052 *
Pioneer High Yield Bond Sub Fund 15,800,000 5.32% __ 427,417 *
Privilege Portfolio Sicav 7,000,000 2.36% __ 189,362 *
R2 Investments, LDC 750,000 * __ 20,289 *
S.A.C. Capital Associates, LLC 6,000,000 2.02% 400,000 162,310 *
Sphinx Fund, Ltd. 50,000 * __ 1,353 *
St. Albans Partners Ltd. 2,500,000 * __ 67,629 *
Thrivent Financial for Lutherans 3,000,000 1.01% __ 81,155 *
Xavax - Convertible Arbitrage 7 171,000 * __ 4,626 *
Fund
Yield Strategies Fund I, L.P. 810,000 1.01% __ 21,912 *
4
PRINCIPAL
AMOUNT OF NUMBER OF NUMBER OF
NOTES SHARES OF SHARES OF PERCENTAGE
BENEFICIALLY PERCENTAGE COMMON STOCK COMMON STOCK OF COMMON
NAME OF OWNED THAT OF NOTES BENEFICIALLY THAT MAY BE STOCK
SELLING SECURITYHOLDER(1) MAY BE SOLD OUTSTANDING OWNED(2) SOLD(3)(4) OUTSTANDING(5)
------------------------- ----------- ----------- -------- ---------- --------------
Zurich Institutional Benchmarks 305,000 * __ 8,251 *
Master Fund, Ltd.
Any other holder of notes or $ 3,912,000 1.32% __ 105,826 *
future transferee, pledgee,
donee or successor of any
holder (6)
--------------------------------
*Less than 1%
(1) Also includes any sale of the notes and the underlying common
stock by pledgees, donees, transferees or other successors in
interest that receive such securities by pledge, gift,
distribution or other non-sale related transfer from the named
selling securityholders. Information about other selling
securityholders will be set forth in prospectus supplements,
post-effective amendments or in other documents that we may file
from time to time with the SEC that are incorporated by reference
in the Prospectus, if required. See "Where You Can Find More
Information" on page ii of the Prospectus.
(2) Excludes common stock issuable upon conversion of the selling
securityholder's notes.
(3) Assumes conversion of all of the selling securityholders' notes at
a conversion rate of 27.0517 per note and a cash payment in lieu
of the issuance of any fractional share interest. However, this
conversion rate is subject to adjustment as described under
"Description of the Notes - Conversion Rights" on pages 20 through
23 of the Prospectus. As a result, the number of shares of common
stock issuable upon conversion of the notes may increase in the
future.
(4) Reflects rounding to the nearest share of common stock issuable to
each selling securityholder upon conversion of the notes.
(5) Calculated based on Rule 13d-3 of the Securities Exchange Act of
1934 using 115,592,050 shares of common stock outstanding as of
August 15, 2003. In calculating this amount, we did not treat as
outstanding the common stock issuable upon conversion of notes.
(6) Assumes that any other holders of notes, or any future
transferees, pledgees, donees or successors of or from any such
other holders of notes do not beneficially own any common stock
other than the common stock issuable upon conversion of the notes
at the initial conversion rate.
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