FILED PURSUANT TO RULE 424(B)(3) AND (C)
REGISTRATION NUMBER 333-108647
PROSPECTUS SUPPLEMENT
(to prospectus dated November 24, 2003 and
to the prospectus supplement dated January 16, 2004)
$297,000,000
[RPM LOGO]
SENIOR CONVERTIBLE NOTES DUE 2033
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This prospectus supplement (this "Supplement") supplements our
prospectus dated November 24, 2003 (the "Prospectus") and our prospectus
supplement dated January 16, 2004, relating to the resale by certain holders of
up to $297,000,000 aggregate principal amount of our senior convertible notes
due 2033 and shares of our common stock into which the notes are convertible.
You should read this Supplement in conjunction with the Prospectus and previous
prospectus supplement. This Supplement is qualified by reference to the
Prospectus and previous prospectus supplement, except to the extent the
information in this Supplement supersedes the information contained in the
Prospectus or in the previous prospectus supplement.
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.
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The date of this Supplement is May 10, 2004
SELLING SECURITYHOLDERS
RPM International Inc. (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 supplements or amends the table of selling
securityholders contained on pages 2 through 5 of the prospectus supplement,
dated January 16, 2004, which superseded 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 May 6, 2004. Where the name of a selling
securityholder identified in the table below also appears in the table in the
Prospectus or in the previous prospectus supplement, the information set forth
in the table below regarding that selling securityholder supersedes the
information in the prospectus or in the previous prospectus 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. Additionally, because selling
securityholders may trade all or some of the notes listed at any time without
notifying us, the table below may not reflect the exact value of notes held by
each selling securityholder on the date of this Supplement. 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 OF COMMON STOCK COMMON STOCK OF COMMON
NAME OF OWNED THAT NOTES BENEFICIALLY THAT MAY BE STOCK
SELLING SECURITYHOLDER (1) MAY BE SOLD OUTSTANDING OWNED (2) SOLD (3)(4) OUTSTANDING (5)
-------------------------- ------------ ------------- ------------ ------------ ---------------
CareFirst Blue Choice, Inc. (6) $185,000 * -- 5,005 *
City of Stamford Police 310,000 * -- 8,386 *
Pension Fund
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*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.
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(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, as amended, using 115,980,870 shares of common stock
outstanding as of April 2, 2004. In calculating this amount, we
did not treat as outstanding the common stock issuable upon
conversion of notes.
(6) The principal amount of notes beneficially owned by CareFirst Blue
Choice, Inc ("CareFirst") has been increased from the amount
described in the January 16, 2004 prospectus supplement as a
result of the transfer to CareFirst of the notes attributed to
FreeState Health Plan, Inc. As a result of such transfer,
FreeState Health Plan, Inc. is no longer a Selling Securityholder.
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