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): July 28, 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 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 Press Release issued by RPM International Inc., dated
July 28, 2003, announcing the Company's fourth quarter
and Fiscal 2003 results.
99.2 Transcript of RPM International Inc. Fiscal 2003 earnings
conference call, dated July 28, 2003.
99.3 RPM International Inc. 2003 Fiscal Year End
Analyst/Investor Presentation
ITEM 9. REGULATION FD DISCLOSURE.
On July 28, 2003, RPM International Inc. issued a press release
announcing its fourth quarter and fiscal year ended May 31, 2003 results, which
provided detail not included in previously issued reports. A copy of the press
release is furnished with this Current Report on Form 8-K as Exhibit 99.1. This
information, furnished under this "Item 9. Regulation FD Disclosure," is
intended to be provided under "Item 12. Disclosure of Results of Operations and
Financial Condition" in accordance with SEC Release No. 33-8216.
On July 28, 2003, RPM International held an earnings conference call to
discuss its fourth quarter and fiscal year ended May 31, 2003 results, which
provided detail not included in previously issued reports. A copy of the
transcript of such conference call is furnished with this Current Report on Form
8-K as Exhibit 99.2. This information, furnished under this "Item 9 Regulation
FD Disclosure," is intended to be provided under "Item 12 Disclosure of Results
of Operations and Financial Condition," in accordance with SEC Release No.
33-8216.
The Company is furnishing herewith its analyst/investor presentation
which includes, among other things, a review of certain financial results
through the fiscal year ended May 31, 2003. The Company intends to make this
information available to analysts and investors and the materials are posted on
its website at www.rpminc.com. The presentation material is furnished herewith
as Exhibit 99.3.
The analyst/investor presentation includes information that does not
directly conform to generally accepted accounting principles (GAAP). In
accordance with Regulation G, the presentation includes an explanation of why
management believes the presentation of non-GAAP financial measures is useful to
investors, as well as a reconciliation of the non-GAAP financial measures to the
closest GAAP financial measures.
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: July 29, 2003 By: /s/ Robert L. Matejka
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Robert L. Matejka
Vice President, Chief Financial Officer
and Controller
EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 Press Release issued by RPM International Inc., dated July 28,
2003, announcing the Company's fourth quarter and Fiscal 2003
results.
99.2 Transcript of RPM International Inc. Fiscal 2003 earnings
conference call, dated July 28,2003.
99.3 RPM International Inc. 2003 Fiscal Year End Analyst/Investor
Presentation.