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<SEC-DOCUMENT>0000950152-02-000288.txt : 20020413
<SEC-HEADER>0000950152-02-000288.hdr.sgml : 20020413
ACCESSION NUMBER:		0000950152-02-000288
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20020118

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RPM INC/OH/
		CENTRAL INDEX KEY:			0000110621
		STANDARD INDUSTRIAL CLASSIFICATION:	PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851]
		IRS NUMBER:				346550857
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-77028
		FILM NUMBER:		2512787

	BUSINESS ADDRESS:	
		STREET 1:		2628 PEARL RD
		STREET 2:		P O BOX 777
		CITY:			MEDINA
		STATE:			OH
		ZIP:			44258
		BUSINESS PHONE:		3302735090

	MAIL ADDRESS:	
		STREET 1:		2628 PEARL RD
		STREET 2:		P O BOX 777
		CITY:			MEDINA
		STATE:			OH
		ZIP:			44258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	REPUBLIC POWDERED METALS INC
		DATE OF NAME CHANGE:	19711027
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>l92312as-3.txt
<DESCRIPTION>RPM, INC.                             FORM S-3
<TEXT>
<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2002

                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER

                           THE SECURITIES ACT OF 1933



                                   RPM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<Table>
<S>                                                      <C>
                          OHIO                                                  34-6550857
            (State or Other Jurisdiction of                                  (I.R.S. Employer
             Incorporation or Organization)                                Identification No.)
</Table>

                                  P.O. BOX 777
                                2628 PEARL ROAD
                               MEDINA, OHIO 44258
                                 (330) 273-5090
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

<Table>
<S>                                                      <C>
                P. KELLY TOMPKINS, ESQ.                                          COPY TO:
     VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY                        EDWARD W. MOORE, ESQ.
                       RPM, INC.                                      CALFEE, HALTER & GRISWOLD LLP
                      P.O. BOX 777                                   1400 MCDONALD INVESTMENT CENTER
                    2628 PEARL ROAD                                        800 SUPERIOR AVENUE
                   MEDINA, OHIO 44258                                   CLEVELAND, OHIO 44114-2688
                     (330) 273-5090                                           (216) 622-8200
</Table>

 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
          TITLE OF EACH CLASS OF                AMOUNT TO BE        OFFERING PRICE         AGGREGATE           REGISTRATION
        SECURITIES TO BE REGISTERED           REGISTERED(1)(2)      PER UNIT(1)(2)    OFFERING PRICE(1)(3)        FEE(4)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                  <C>                  <C>
Debt Securities............................
- -------------------------------------------------------------------------------------------------------------------------------
Common Shares, without par value, and
  associated Rights(5).....................
- -------------------------------------------------------------------------------------------------------------------------------
Warrants(6)................................
- -------------------------------------------------------------------------------------------------------------------------------
Stock Purchase Contracts(7)................
- -------------------------------------------------------------------------------------------------------------------------------
Stock Purchase Units(7)....................
- -------------------------------------------------------------------------------------------------------------------------------
Total......................................                                               $300,000,000           $27,600
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</Table>

                                                  (Notes continued on next page)

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

(Notes continued from previous page)

 (1) There are being registered under this Registration Statement such
     indeterminate number of Common Shares of the Registrant, such indeterminate
     number of warrants of the Registrant, and such indeterminate principal
     amount of Debt Securities of the Registrant, as shall have an aggregate
     initial offering price not to exceed $300,000,000. If any Debt Securities
     are issued at an original issue discount, then the issue price, rather than
     the principal amount, of such securities shall be used to determine the
     amount of Debt Securities issued pursuant to this Registration Statement.
     Any securities registered under this Registration Statement may be sold
     separately or as units with other securities registered under this
     Registration Statement. The proposed maximum initial offering prices per
     unit will be determined, from time to time, by the Registrant in connection
     with the issuance by the Registrant of the securities registered under this
     Registration Statement.

 (2) Not specified with respect to each class of securities to be registered
     pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

 (3) Estimated solely for the purpose of calculating the registration fee. Any
     offering of Debt Securities denominated in any foreign currency or currency
     unit will be treated as the equivalent in U.S. dollars based on the
     exchange rate applicable to the purchase of such Debt Securities from the
     Registrant. No separate consideration will be received for Common Shares,
     Warrants or Debt Securities that are issued upon conversion or exchange of
     Debt Securities registered hereunder.

 (4) Calculated pursuant to Rule 457(o) of the rules and regulations under the
     Securities Act.

 (5) Including such indeterminate number of Common Shares as may from time to
     time be issued (i) at indeterminate prices or (ii) upon conversion or
     exchange of Debt Securities registered hereunder, to the extent any of such
     Debt Securities are, by their terms, convertible into Common Shares.

 (6) Including such indeterminate number of Warrants as may from time to time to
     be issued at indeterminate prices, representing rights to purchase certain
     of the Common Shares or Debt Securities registered hereunder.

 (7) Including such indeterminate number of Common Shares that may be issued in
     connection with the purchase obligations under any Stock Purchase Contracts
     or Stock Purchase Units.
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT THAT IS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED JANUARY 18, 2002

PROSPECTUS

                                   [RPM LOGO]

                                DEBT SECURITIES
                                 COMMON SHARES
                                    WARRANTS
                            STOCK PURCHASE CONTRACTS
                              STOCK PURCHASE UNITS

                             ---------------------

     We may offer and sell the securities listed above with an aggregate
offering price of up to $300 million in connection with this prospectus. We will
provide the specific terms of these securities in one or more supplements
accompanying this prospectus. You should read this prospectus and any
accompanying prospectus supplement carefully before you invest.

     Our common shares are quoted on the New York Stock Exchange under the
symbol "RPM." The applicable prospectus supplement will contain information,
where applicable, as to any other listing on any securities exchange of the
securities covered by the prospectus supplement.

     We may sell the securities directly to investors, through agents designated
from time to time or to or through underwriters or dealers. See "Plan of
Distribution." If any underwriters are involved in the sale of any securities in
respect of which this prospectus is being delivered, the names of such
underwriters and any applicable commissions or discounts will be set forth in a
prospectus supplement relating to those securities. The net proceeds we expect
to receive from such sale also will be set forth in the prospectus supplement.

     This prospectus may not be used to offer or sell any securities unless
accompanied by a prospectus supplement.

                             ---------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED BY THIS
PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is           , 2002.
<PAGE>

                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may offer common shares, debt securities, warrants stock
purchase contracts, stock purchase units or any combination of these securities,
either separately or in units, in one or more offerings up to a total dollar
amount of $300 million. This prospectus provides you with a general description
of those securities. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and the prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information."

     The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about
our company and the securities offered under this prospectus. That registration
statement can be read at the SEC web site or at the SEC offices mentioned under
the heading "Where You Can Find More Information."

                                  THE COMPANY

     RPM, Inc. is a global leader in the protective coatings industry for both
industrial and consumer applications. As of May 31, 2001, we marketed our
products in approximately 130 countries and operated manufacturing facilities in
62 locations in the United States, Argentina, Belgium, Brazil, Canada, China,
Colombia, Germany, Italy, Malaysia, Mexico, New Zealand, The Netherlands,
Poland, South Africa, the United Arab Emirates and the United Kingdom.

     Our industrial operating companies manufacture and market coatings for
various industrial applications including waterproofing, general maintenance,
flooring systems and coatings, corrosion control and other specialty chemical
applications. Our industrial products represented approximately 55% of our sales
for the fiscal year ended May 31, 2001. For consumer applications, we
manufacture do-it-yourself products for home maintenance, automotive repair,
marine applications and hobby and leisure items. Our consumer do-it-yourself
products are marketed through thousands of mass merchandise, home center and
hardware stores throughout North America. Our consumer products represented
approximately 45% of our sales for the fiscal year ended May 31, 2001.

     When we refer to "RPM," "our company," "we," "our" and "us" in this
prospectus under the headings "The Company" and "Use of Proceeds," we mean RPM,
Inc. and its subsidiaries. When we use these terms in other places in this
prospectus, we refer only to RPM, Inc. unless the context indicates that we mean
something else.

     Our principal executive offices are at 2628 Pearl Road, P.O. Box 777,
Medina, Ohio 44258, and our telephone number is (330) 273-5090.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange. For further information on obtaining copies of our public
filings at the New York Stock Exchange, you should call (212) 656-5060.

     We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. We incorporate by reference

                                        2
<PAGE>

the documents listed below and any filings we make with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 that we file
with the SEC after the date of the initial filing of the registration statement
and prior to the time we sell all of the securities offered by this prospectus:

     - Our Annual Report on Form 10-K for the fiscal year ended May 31, 2001;

     - Our Quarterly Reports on Form 10-Q for the quarters ended August 31, 2001
       and November 30, 2001;

     - Our Proxy Statement pursuant to Section 14(a) of the Securities Exchange
       Act of 1934, filed on August 29, 2001;

     - The description of our common shares contained in our registration
       statement on Form 8-A, dated June 2, 1998, and any amendments and reports
       filed for the purpose of updating that description; and

     - The description of the rights to purchase our common shares contained in
       our registration statement on Form 8-A dated, May 11, 1999.

     The information in this prospectus about RPM is not comprehensive and you
should also read the information in the documents incorporated by reference into
this prospectus. Information that we file later with the SEC and that is
incorporated by reference into this prospectus will automatically update and
supersede information in this prospectus.

     You may request a copy of any or all of the documents incorporated by
reference in this prospectus at no cost, by writing to or telephoning us at the
following address:

     Secretary
     RPM, Inc.
     P.O. Box 777
     2628 Pearl Road
     Medina, Ohio 44258
     (330) 273-5090

     You should rely only on the information included or incorporated by
reference in this prospectus or the prospectus supplement. We have not
authorized anyone else to provide you with different information. We may only
use this prospectus to sell securities if we also deliver a prospectus
supplement. We are only offering these securities in states where the offer is
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the dates on the
front of those documents. Information on our web site is not a part of this
prospectus or a prospectus supplement.

                  CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus, including the documents that are and will be incorporated
by reference into this prospectus, contain forward-looking statements regarding
our plans, expectations, estimates and beliefs. Forward-looking statements in
this prospectus are typically identified by words such as "believes,"
"anticipates," "estimates," "expects," "intends," "will," "may" and other
similar expressions. These forward-looking statements may include, among other
things, projections of our future financial performance, our anticipated growth
and anticipated trends in our businesses. These statements are only predictions,
based on our current expectations about future events. Although we believe the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, performance or achievements or that predictions
or current expectations will be accurate. These forward-looking statements
involve risks and uncertainties, and our actual results, performance or
achievements could differ materially from those expressed or implied by the
forward-looking statements. The important factors that could cause our results
to differ include those discussed under the section entitled "Forward-Looking
Statements" in "Management's Discussion and Analysis" in our 2001 Annual Report
to Shareholders and similar sections in the other documents incorporated into
this prospectus by reference. We encourage you to read these sections carefully.
We do not undertake any responsibility to update information in this

                                        3
<PAGE>

prospectus or incorporated by reference into this prospectus if any
forward-looking statement later turns out to be inaccurate.

                       RATIO OF EARNINGS TO FIXED CHARGES

<Table>
<Caption>
                                        SIX MONTHS
                                           ENDED                 YEAR ENDED MAY 31,
                                       NOVEMBER 30,       --------------------------------
                                          2001(1)         2001   2000   1999   1998   1997
                                    -------------------   ----   ----   ----   ----   ----
<S>                                 <C>                   <C>    <C>    <C>    <C>    <C>
Ratio of earnings to fixed
  charges.........................         4.25           2.33   2.19   4.75   4.37   4.58
</Table>

- ---------------

(1) RPM adopted Statement of Financial Accounting Standards No. 142, "Goodwill
    and Other Intangible Assets," effective June 1, 2001, which resulted in a
    reduction of amortization expense for the six months ended November 30, 2001
    by approximately $11 million. Had RPM not adopted the required accounting
    change, the ratio of earnings to fixed charges would have been 3.86 for the
    six months ended November 30, 2001.

     For purposes of calculating the ratios, fixed charges consist of interest
expense, amortized expenses related to debt and estimated interest portion of
operating leases. The ratio of earnings to fixed charges is calculated as
follows:

                 (income before income taxes) + (fixed charges)
              ---------------------------------------------------
                                (fixed charges)

                                USE OF PROCEEDS

     We will use the net proceeds from the sale of the securities for our
general corporate purposes, which may include repaying indebtedness, funding
future acquisitions of other assets and companies, and making additions to our
working capital, or for any other purpose we describe in the applicable
prospectus supplement.

                        DESCRIPTION OF OUR COMMON SHARES

     Our authorized capital stock consists of 200,000,000 common shares, without
par value. As of January 10, 2002, there were 102,442,951 common shares
outstanding, net of treasury shares, held by approximately 40,739 shareholders
of record. The holders of common shares are entitled to one vote per share on
all matters to be voted upon by shareholders, except that shareholders have the
right to cumulate their votes for the election of directors as permitted by Ohio
law. Holders of common shares are entitled to receive ratably dividends, if any,
as may be declared from time to time by the board of directors out of funds
legally available for that purpose. In the event of our liquidation, dissolution
or winding up, the holders of common shares are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution
rights of outstanding preferred shares, if any. The holders of common shares
have no preemptive or similar rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common shares. All
outstanding common shares are legally issued, fully paid and nonassessable.

  RIGHTS PLAN

  Rights

     Our board of directors has declared a dividend of one right for each
outstanding common share. Rights have been issued in connection with each
outstanding common share; and rights will be issued in connection with common
shares issued subsequently until the distribution date, and, in certain
circumstances, for common shares issued after the distribution date referred to
below. Each right, when it becomes exercisable as described below, will entitle
the registered holder to purchase from us one-tenth of

                                        4
<PAGE>

a common share at a price of $7.00 or $70.00 per whole share, subject to
adjustment in certain circumstances. The description and terms of the rights are
set forth in a rights agreement between us and the rights agent named therein.
The rights will not be exercisable until the distribution date and will expire
on the tenth annual anniversary of the rights agreement, unless earlier redeemed
by us. Until a right is exercised, the holder, as such, will have no rights as a
shareholder, including the right to vote or to receive dividends.

  Distribution Date

     Under the rights agreement, the "distribution date" is the earlier of:

          (1) such time as we learn that a person or group, including any
     affiliate or associate of such person or group, has acquired, or has
     obtained the right to acquire, beneficial ownership of more than 15% of our
     outstanding voting securities (such person or group being an "acquiring
     person"), unless provisions preventing accidental triggering of the
     distribution of the rights apply, and

          (2) the close of business on such date, if any, as may be designated
     by our board of directors following the commencement of, or first public
     disclosure of an intent to commence, a tender or exchange offer for more
     than 15% or more of the outstanding shares of voting securities.

  Triggering Event and Effect of Triggering Event

     When there is an acquiring person, the rights will entitle each holder,
other than such acquiring person, of a right to purchase, at the purchase price,
that number of common shares that at the time of such event would have a market
value of twice the purchase price.

     If we are acquired in a merger or other business combination by an
acquiring person or an affiliate or associate of an acquiring person, or if 50%
or more of our assets or assets representing 50% or more of our earning power
are sold to an acquiring person or an affiliate or associate of an acquiring
person, each right will entitle its holder, other than rights beneficially owned
by such acquiring person, to purchase, for the purchase price, that number of
common shares of such corporation which at the time of the transaction would
have a market value of twice the purchase price.

     Any rights that are at any time beneficially owned by an acquiring person,
or any affiliate or associate of an acquiring person, will be null and void and
nontransferable, and any holder of any such right will be unable to exercise or
transfer any such right.

  Redemption

     At any time prior to the earlier of (i) such time as a person or group
becomes an acquiring person and (ii) the expiration date, our board of directors
may redeem the rights in whole, but not in part, at a price of $.001 per right,
which amount shall be subject to adjustment as provided in the rights agreement.
Immediately upon the action of our board of directors ordering the redemption of
the rights, and without any further action and without any notice, the right to
exercise the rights will terminate and the only right of the holders of rights
will be to receive the redemption price.

     In addition, at any time after there is an acquiring person, our board of
directors may elect to exchange each right for consideration per right
consisting of one common share, subject to adjustment.

  Amendment

     At any time prior to the distribution date, we may, without the approval of
any holder of any rights, supplement or amend any provision of the rights
agreement, including the date on which the expiration date or distribution date
shall occur, the definition of acquiring person or the time during which the
rights may be redeemed, except that no supplement or amendment shall be made
which reduces the redemption price other than under certain adjustments therein.

                                        5
<PAGE>

  Certain Effects of the Rights Plan

     The rights plan is designed to protect our shareholders in the event of
unsolicited offers to acquire us and other coercive takeover tactics which, in
the opinion of our board of directors, could impair its ability to represent
shareholder interests. The provisions of the rights plan may render an
unsolicited takeover of us more difficult or less likely to occur or might
prevent such a takeover, even though such takeover may offer our shareholders
the opportunity to sell their stock at a price above the prevailing market rate
and may be favored by a majority of our shareholders.

  ANTI-TAKEOVER EFFECTS OF ARTICLES OF INCORPORATION, CODE OF REGULATIONS AND
  THE OHIO GENERAL CORPORATION LAW

     There are provisions in our amended articles of incorporation and code of
regulations, and the Ohio Revised Code that could discourage potential takeover
attempts. They could also make it more difficult for shareholders to change
management. These provisions could adversely affect the market price of our
shares. These provisions include:

     Staggered Board.  Our board of directors is divided into three classes,
with regular three-year staggered terms. This classification system increases
the difficulty of replacing a majority of the directors and may tend to
discourage a third-party from making a tender offer or otherwise attempting to
gain control of us. In addition, under Ohio law, directors of a corporation with
a classified board may be removed only for cause. These factors may maintain the
incumbency of our board of directors.

     Supermajority Voting Provisions.  The following provisions in our code of
regulations may not be repealed or amended without the vote of the holders of
not less than the applicable percentage of our total voting power:

     - number, election, classification and nomination of directors (80%); and

     - shareholder action by written consent to amend the code of regulations
       (66 2/3%).

     Article Seventh of our amended articles of incorporation provides that the
following proposals require the approval of two-thirds of our voting power:

     - a merger, consolidation or acquisition as a result of which existing
       shareholders would hold less than two-thirds of our voting power, or of
       the surviving or new corporation, immediately after the consummation of
       the transaction; and

     - a sale of substantially all of our assets.

     Article Eighth of our amended articles requires the affirmative vote of at
least 80% of our voting power to effect a merger or consolidation involving us,
or a sale, lease or exchange of substantially all of our assets, where the other
party to the transaction (including its affiliates and associates) is a holder
of 5% or more of the outstanding shares of any class of our stock entitled to
vote at a meeting called to consider such a transaction. Our board of directors,
voting in good faith, is required to make a determination as to whether the
proposed transaction requires an 80% vote of our shareholders. The requirement
for approval by an 80% vote shall not be applicable to proposals which received
the approval of our board of directors prior to the acquisition of the 5% share
interest of the other party, provided, however, with respect to such
transactions there has been a disclosure to all shareholders of any inducements
offered to our directors and officers which are not extended to all
shareholders.

     Merger Moratorium Statute.  We are an issuing public corporation under Ohio
law. Chapter 1704 of the Ohio Revised Code governs transactions between an
issuing public corporation and

     - an "interested shareholder," which, generally means someone who becomes a
       beneficial owner of 10% or more of the shares of the corporation without
       the prior approval of the board of directors of the corporation; and

     - persons affiliated or associated with an interested shareholder.

                                        6
<PAGE>

     For at least three years after an interested shareholder becomes such, the
following transactions are prohibited if they involve both the issuing public
corporation and either an interested shareholder or anyone affiliated or
associated with an interested shareholder:

     - the disposition or acquisition of any interest in assets;

     - mergers, consolidations, combinations and majority share acquisitions;

     - voluntary dissolutions or liquidations; and

     - the issuance or transfer of shares or any rights to acquire shares in
       excess of 5% of the outstanding shares.

     If, before a person becomes an interested shareholder, the board of
directors of the corporation approves the transaction by which the person would
become an interested shareholder, then the prohibition imposed by Chapter 1704
does not apply. This prohibition continues indefinitely after the initial
three-year period unless the transaction is approved by the requisite vote of
the shareholders or satisfies statutory conditions relating to the fairness of
consideration received by shareholders, other than the interested shareholder.

     The Merger Moratorium Statute does not apply to a corporation whose
articles of incorporation or code of regulations contain provisions opting out
of it. We have not opted out of the application of the Merger Moratorium
Statute.

     Control Share Acquisition Act.  Section 1701.831 of the Ohio Revised Code,
known as the Control Share Acquisition Act, provides that certain notice and
informational filings and special shareholder meetings and voting procedures
must occur prior to completion of a proposed "control share acquisition."
"Control share acquisition" is defined as any acquisition of an issuer's shares
that would entitle the acquirer to exercise or direct the voting power of the
issuer in the election of directors within any of the following ranges:

     - one-fifth or more but less than one-third of the voting power of the
       issuer in the election of directors;

     - one-third or more but less than a majority of the voting power of the
       issuer in the election of directors; or

     - a majority or more of the voting power of the issuer in the election of
       directors.

     Assuming compliance with the notice and information filing requirements
prescribed by the statute, the proposed control share acquisition may take place
only if the acquisition is approved by both:

     - a majority of the voting power of the issuer represented at a special
       shareholder's meeting; and

     - a majority of the voting power remaining after excluding the combined
       voting power of the intended acquirer, directors of the issuer who are
       also employees and officers of the issuer and persons that acquire
       specified amounts of shares after the public disclosure of the proposed
       control share acquisition.

     The Control Share Acquisition Act does not apply to a corporation whose
articles of incorporation or code of regulations contain provisions opting out
of it. We have not opted out of the application of the Control Share Acquisition
Act.

     Other Provisions of Ohio Law.  In addition to the Merger Moratorium Statute
and the Control Share Acquisition Act, other provisions of Ohio law:

     - provide a corporation, or in certain circumstances the shareholder of the
       corporation, a cause of action to recover profits realized under certain
       circumstances by persons who dispose of securities of a corporation
       within 18 months of proposing to acquire such corporation; and

                                        7
<PAGE>

     - impose advance filing and notice requirements for tenders of more than
       10% of certain Ohio corporations.

  LIMITATIONS ON LIABILITY; INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Under Ohio law, Ohio corporations may indemnify directors from liability if
the director acted in good faith and in a manner reasonably believed by the
director to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal actions, if the director had no reason to believe
his or her action was unlawful. In the case of an action by or on behalf of a
corporation, indemnification may not be made (1) if the person seeking
indemnification is adjudged liable for negligence or misconduct, unless the
court in which such action was brought determines such person is fairly and
reasonably entitled to indemnification or (2) if liability asserted against such
person concerns certain unlawful distributions. The indemnification provisions
of Ohio law require indemnification of a director who has been successful on the
merits or otherwise in defense of any action, suit or proceeding that he or she
was a party to by reason of the fact that he or she is or was a director of the
corporation. The indemnification authorized by Ohio law is not exclusive and is
in addition to any other rights granted to directors under the articles of
incorporation or regulations of the corporation or to any agreement between the
directors and the corporation.

     Our indemnification arrangements are set forth in our regulations. Article
Sixth of the regulations provides that we shall indemnify any person against
expenses and liability actually imposed upon or reasonably incurred by such
person in connection with the defense of either any action, suit or proceeding
to which he or she may be a party defendant or any claim of liability asserted
against such person by reason of the fact that he or she is or was our director
or he or she is or was serving at our request as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise provided that he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to our best interests, and,
with respect to any criminal action or proceeding, if he or she had no
reasonable cause to believe his action was unlawful.

     With respect to actions brought by us or in our right to procure a judgment
in our favor, we are not required to indemnify any director or officer in any
matter in which he is adjudged to be liable by reason of negligence or
misconduct in the performance of his duties as such director or officer unless
the court determines that the person is fairly and reasonably entitled to such
indemnity.

     In addition, unless ordered by a court, indemnification shall be made by us
only as authorized in the specific case upon a determination that
indemnification of the director is proper. This determination is made by (i) a
majority vote of a quorum of directors who are not party to or threatened with
the action, (ii) independent legal counsel, (iii) the shareholders or (iv) a
court. The indemnification provided for in our regulations is not exclusive of
any other rights to which a director may be entitled to under our articles or
regulations, any agreement, any insurance purchased by us, any vote of
shareholders or otherwise. We have also entered into indemnity agreements under
which we have agreed, among other things, to indemnify our directors to the
maximum extent then authorized or permitted by our code of regulations or Ohio
law.

  TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for our common shares is National City
Bank. Its address is 1900 E. 9th Street, Cleveland, Ohio 44114, and its
telephone number is (800) 622-6757.

  LISTING

     Our common shares have been approved for quotation on the New York Stock
Exchange under the trading symbol "RPM".

                                        8
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

     The following description of the terms of the Debt Securities (as defined
below) sets forth certain general terms and provisions of the Debt Securities to
which any prospectus supplement may relate. The particular terms of the Debt
Securities offered by any prospectus supplement and the extent, if any, to which
such general provisions may apply to the Debt Securities so offered will be
described in the prospectus supplement relating to such debt securities.
Accordingly, for a description of the terms of a particular issue of Debt
Securities, reference must be made to both the prospectus supplement relating
thereto and to the following description.

     The Debt Securities will be issued under an indenture (the "Indenture")
between us and The Bank of New York (the "Trustee"). As used in this prospectus,
"Debt Securities" means the debentures, notes, bonds and other evidences of
indebtedness that we issue and the Trustee authenticates and delivers under the
Indenture.

     We have summarized certain terms and provisions of the Indenture in this
section. The summary is not complete. We have also filed the form of the
Indenture as an exhibit to the registration statement that included this
prospectus. You should read the form of Indenture for additional information
before you buy any Debt Securities. The summary that follows includes references
to section numbers of the Indenture so that you can more easily locate these
provisions. Capitalized terms used but not defined in this summary have the
meanings specified in the Indenture.

GENERAL

     The Debt Securities will be our direct unsecured obligations. The Indenture
does not limit the amount of Debt Securities that we may issue and permits us to
issue Debt Securities from time to time. Debt Securities issued under the
Indenture will be issued as part of a series that has been established by us
pursuant to the Indenture (Section 2.01(b)). Unless a prospectus supplement
relating to Debt Securities states otherwise, the Indenture and the terms of the
Debt Securities will not contain any covenants designed to afford holders of any
Debt Securities protection in a highly leveraged or other transaction involving
us that may adversely affect holders of the Debt Securities.

     A prospectus supplement relating to a series of Debt Securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:

     - the title and type of the Debt Securities;

     - any limit on the total principal amount of the Debt Securities;

     - the price at which the Debt Securities will be issued;

     - the date or dates on which the principal of and premium, if any, on the
       Debt Securities will be payable;

     - the maturity date of the Debt Securities;

     - if the Debt Securities will bear interest, and if so:

      - the interest rate on the Debt Securities,

      - the date from which interest will accrue,

      - the record and interest payment dates for the Debt Securities or the
        method of determining such rate,

      - the first interest payment date, and

      - any circumstances under which we may defer interest payments;

     - if the amount of principal, interest or premium, if any, with respect to
       the Debt Securities may be determined with reference to an index or
       pursuant to a formula, the manner in which such amounts will be
       determined;

                                        9
<PAGE>

     - any optional conversion provisions that would permit us or the Holders
       (as defined below) of Debt Securities to elect to convert the Debt
       Securities prior to their final maturity;

     - any optional redemption provisions that would permit us or the Holders
       (as defined below) of Debt Securities to elect redemption of the Debt
       Securities prior to their final maturity;

     - any sinking fund or analogous provisions that would obligate us to
       redeem, purchase or repay the Debt Securities prior to their final
       maturity;

     - the currency or currencies in which the Debt Securities will be
       denominated and payable, if other than U.S. dollars;

     - any provisions that would permit us or the Holders of the Debt Securities
       to elect the currency or currencies in which the Debt Securities are
       paid;

     - whether the Debt Securities will be subordinated to our other debt;

     - any changes to or additional Events of Default (as defined below);

     - any changes to or additional covenants or provisions to the Indenture;

     - whether the Debt Securities will be issued in whole or in part in the
       form of Global Securities and, if so, the Depositary for those Global
       Securities (a "Global Security" means a Debt Security that we issue in
       accordance with the Indenture to represent all or part of a series of
       Debt Securities);

     - any material United States federal income tax consequences of the Debt
       Securities; and

     - any other terms of the Debt Securities (which terms shall not be
       prohibited by the provisions of the Indenture).

     A "Holder" means the person in whose name a particular Security is
registered in the Security Register (Section 1.01).

PAYMENT AND TRANSFER

     In the prospectus supplement, we will designate a "Place of Payment" where
you can receive payment of the principal of and any premium and interest on the
Debt Securities or transfer the Debt Securities. There will be no service charge
for any registration of transfer or exchange of the Debt Securities, but we may
require you to pay any tax or other governmental charge payable in connection
with a transfer or exchange of the Debt Securities.

     All funds which we pay to any paying agent for the payment of principal,
interest or premium, if any, with respect to the Debt Securities that remain
unclaimed at the end of two years after such principal, interest or premium
shall have become due and payable will be repaid to us, and the holders of such
Debt Securities will thereafter look only to us for payment thereof.

GLOBAL SECURITIES

     A Global Security is a Debt Security that represents, and is denominated in
an amount equal to the aggregate principal amount of, all outstanding Debt
Securities of a series, or any portion thereof, in either case having the same
terms, including the same original issue date, date or dates on which principal
and interest are due and interest rate or method of determining interest. A
Global Security will be deposited with, or on behalf of, a depository, which
will be identified in the prospectus supplement relating to such Debt
Securities.

DENOMINATIONS

     Unless the prospectus supplement states otherwise, the Debt Securities will
be issued only in registered form, without coupons, in denominations of $1,000
each, or multiples of $1,000.

                                        10
<PAGE>

ORIGINAL ISSUE DISCOUNT

     Debt Securities may be issued under the Indenture as Original Issue
Discount Securities and sold at a substantial discount below their stated
principal amount. If a Debt Security is an "Original Issue Discount Security,"
that means that an amount less than the principal amount of the Debt Security
will be due and payable upon a declaration of acceleration of the maturity of
the Debt Security pursuant to the Indenture (Section 1.01). The prospectus
supplement will describe the federal income tax consequences and other special
factors which should be considered prior to purchasing any Original Issue
Discount Securities.

CONSOLIDATION, MERGER OR SALE OF ASSETS

     The Indenture generally permits a consolidation or merger between us and
another corporation. It also permits the sale or transfer by us of all or
substantially all of our property and assets and the purchase by us of all or
substantially all of the property and assets of another corporation. These
transactions are permitted if:

     - the resulting or acquiring corporation (if other than us) assumes all of
       our responsibilities and liabilities under the Indenture, including the
       payment of all amounts due on the Debt Securities and performance of the
       covenants in the Indenture; and

     - immediately after the transaction, no Event of Default exists.

     If we consolidate or merge with or into any other corporation or sell all
or substantially all of our assets according to the terms and conditions of the
Indenture, the resulting or acquiring corporation will be substituted for us in
the Indenture with the same effect as if it had been an original party to the
Indenture. As a result, the successor corporation may exercise our rights and
powers under the Indenture, in our name or in its own name and we will be
released from all our liabilities and obligations under the Indenture and under
the Debt Securities (Sections 11.01(a) and (b)).

MODIFICATION AND WAIVER

     Under the Indenture, certain of our rights and obligations and certain of
the rights of Holders of the Debt Securities may be modified or amended with the
consent of the Holders of a majority in aggregate principal amount of the
outstanding Debt Securities of each series of Debt Securities affected by the
modification or amendment. The following modifications and amendments will not
be effective against any Holder without its consent:

     - a change in the stated maturity date of any payment of principal or
       interest;

     - a reduction in the principal amount, change in the rate of interest or
       any premium payable upon redemption;

     - a reduction in the principal amount of an Original Issue Discount
       Security that would be due and payable upon a declaration of acceleration
       of the maturity of a Debt Security pursuant to the Indenture;

     - a change in the Place of Payment or currency in which any payment on the
       Debt Securities is payable;

     - a limitation of a Holder's right to sue us for the enforcement of certain
       payments due on the Debt Securities;

     - a reduction in the percentage of outstanding Debt Securities required to
       consent to a modification, waiver or amendment of the Indenture; and

     - a modification of any of the foregoing requirements or a reduction in the
       percentage of outstanding Debt Securities required to waive compliance
       with certain provisions of the Indenture or to waive certain defaults
       under the Indenture (Section 10.02).

                                        11
<PAGE>

EVENTS OF DEFAULT

     The term "Event of Default" when used in the Indenture with respect to any
series of Debt Securities, means any of the following:

     - failure to pay interest on any Debt Security of that series when due, and
       continuance of such default for a period of 30 days;

     - failure to pay the principal of or any premium on any Debt Security of
       that series when due;

     - failure to make any sinking fund payment when due;

     - failure to perform any other covenant in the Indenture that applies to
       Debt Securities of that series for 60 days after we have received written
       notice of the failure to perform in the manner specified in the
       Indenture;

     - default in payment of principal amount of $     million or more under any
       Indebtedness for borrowed money (including other series of Debt
       Securities), and which continues beyond any grace period provided with
       respect thereto and results in acceleration of the maturity of an
       outstanding principal amount of Indebtedness greater than $     million,
       unless such default is cured or such acceleration is rescinded;

     - certain events in bankruptcy, insolvency or reorganization; or

     - any other Event of Default that may be specified for the Debt Securities
       of that series when that series is created. (Section 8.01(a))

     If an Event of Default for any series of Debt Securities occurs and
continues, the Trustee or the Holders of at least 25% in aggregate principal
amount of the outstanding Debt Securities of the series may declare the entire
principal of all the Debt Securities of that series to be due and payable
immediately. If such a declaration occurs, the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of that series
can, subject to certain conditions, rescind the declaration (Section 8.01(b) and
(c)).

     The prospectus supplement relating to each series of Debt Securities that
are Original Issue Discount Securities will describe the particular provisions
that relate to the acceleration of maturity of a portion of the principal amount
of such series when an Event of Default occurs and continues.

     An Event of Default for a particular series of Debt Securities does not
necessarily constitute an event of Default for any other series of Debt
Securities issued under the Indenture. The Indenture requires us to file an
Officers' Certificate with the Trustee each fiscal year that states that certain
defaults do not exist under the terms of the Indenture (Section 6.08).

     Other than its duties in the case of a default, a Trustee is not obligated
to exercise any of its rights or powers under the Indenture at the request or
direction of any Holders, unless the Holders offer the Trustee reasonable
indemnification (Section 9.02(e)). If reasonable indemnification is provided,
then, subject to certain other rights of the Trustee, the Holders of a majority
in principal amount of the outstanding Debt Securities of any series may, with
respect to the Debt Securities of that series, direct the time, method and place
of:

     - conducting any proceeding for any remedy available to the Trustee; or

     - exercising any trust or power conferred upon the Trustee (Section 8.06).

     The Holder of a Debt Security of any series will have the right to begin
any proceeding with respect to the Indenture or for any remedy only if:

     - the Holder has previously given the Trustee written notice of a
       continuing Event of Default with respect to the Debt Securities of that
       series;

                                        12
<PAGE>

     - the Holders of at least 25% in aggregate principal amount of the
       outstanding Debt Securities of that series have made a written request
       of, and offered reasonable indemnification to, the Trustee to begin such
       proceeding;

     - the Trustee has not started such proceeding within 60 days after
       receiving the request; and

     - the Trustee has not received directions inconsistent with such request
       from the Holders of a majority in aggregate principal amount of the
       outstanding Debt Securities of that series during those 60 days (Section
       8.04).

     However, the Holder of any Debt Security will have an absolute right to
receive payment of principal of and any premium and interest on the Debt
Security when due and to institute suit to enforce such payment (Section 8.09).

                            DESCRIPTION OF WARRANTS

     We may issue warrants for the purchase of debt securities or common shares.
Warrants may be issued independently or together with debt securities or common
shares offered by any prospectus supplement and may be attached to or separate
from any such offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any holders or beneficial owners of warrants. The
following summary of certain provisions of the warrants does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
provisions of the warrant agreement that will be filed with the SEC in
connection with the offering of such warrants.

DEBT WARRANTS

     The prospectus supplement relating to a particular issue of debt warrants
will describe the terms of such debt warrants, including the following: (a) the
title of such debt warrants; (b) the offering price for such debt warrants, if
any; (c) the aggregate number of such debt warrants; (d) the designation and
terms of the debt securities purchasable upon exercise of such debt warrants;
(e) if applicable, the designation and terms of the debt securities with which
such debt warrants are issued and the number of such debt warrants issued with
each such debt security; (f) if applicable, the date from and after which such
debt warrants and any debt securities issued therewith will be separately
transferable; (g) the principal amount of debt securities purchasable upon
exercise of a debt warrant and the price at which such principal amount of debt
securities may be purchased upon exercise (which price may be payable in cash,
securities, or other property); (h) the date on which the right to exercise such
debt warrants shall commence and the date on which such right shall expire; (i)
if applicable, the minimum or maximum amount of such debt warrants that may be
exercised at any one time; (j) whether the debt warrants represented by the debt
warrant certificates or debt securities that may be issued upon exercise of the
debt warrants will be issued in registered or bearer form; (k) information with
respect to book-entry procedures, if any; (1) the currency or currency units in
which the offering price, if any, and the exercise price are payable; (m) if
applicable, a discussion of material United States federal income tax
considerations; (n) the antidilution provisions of such debt warrants, if any;
(o) the redemption or call provisions, if any, applicable to such debt warrants;
and (p) any additional terms of such debt warrants, including terms, procedures
and limitations relating to the exchange and exercise of such debt warrants.

STOCK WARRANTS

     The prospectus supplement relating to any particular issue of common share
warrants will describe the terms of such warrants, including the following: (a)
the title of such warrants; (b) the offering price for such warrants, if any;
(c) the aggregate number of such warrants; (d) the designation and terms of the
common shares purchasable upon exercise of such warrants; (e) if applicable, the
designation and terms of the offered securities with which such warrants are
issued and the number of such warrants issued with

                                        13
<PAGE>

each such offered security; (f) if applicable, the date from and after which
such warrants and any offered securities issued therewith will be separately
transferable; (g) the number of common shares purchasable upon exercise of a
warrant and the price at which such shares may be purchased upon exercise; (h)
the date on which the right to exercise such warrants shall commence and the
date on which such right shall expire; (i) if applicable, the minimum or maximum
amount of such warrants that may be exercised at any one time; (j) the currency
or currency units in which the offering price, if any, and the exercise price
are payable, (k) if applicable, a discussion of material United States federal
income tax considerations; (l) the antidilution provisions of such warrants, if
any; (m) the redemption or call provisions, if any, applicable to such warrants;
and (n) any additional terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.

                  DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
                            AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts representing contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of our common shares (or a range of numbers of shares pursuant to a
predetermined formula) at a future date or dates. The price per common share and
the number of common shares may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a specific formula set
forth in the stock purchase contracts.

     The stock purchase contracts may be issued separately or as a part of
units, often known as stock purchase units, consisting of a stock purchase
contract and either:

     - our debt securities; or

     - debt obligations of third parties, including U.S. Treasury securities;

securing the holders' obligations to purchase the common shares under the stock
purchase contracts.

     The stock purchase contracts may require us to make periodic payments to
the holders of the stock purchase units or vice versa, and such payments may be
unsecured or prefunded on some basis. The stock purchase contracts may require
holders to secure their obligations in a specified manner and in certain
circumstances we may deliver newly issued prepaid stock purchase contracts,
often known as prepaid securities, upon release to a holder of any collateral
securing such holder's obligations under the original stock purchase contract.

     The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units and, if applicable, prepaid
securities. The description in the applicable prospectus supplement will not
contain all of the information that you may find useful. For more information,
you should review the stock purchase contracts, the collateral arrangements and
depositary arrangements, if applicable, relating to such stock purchase
contracts or stock purchase units and, if applicable, the prepaid securities and
the document pursuant to which the prepaid securities will be issued. These
documents will be filed with the SEC promptly after the offering of the stock
purchase contracts or stock purchase units. Material United States federal
income tax considerations applicable to the stock purchase contracts and the
stock purchase units will also be discussed in the applicable prospectus
supplement.

                              PLAN OF DISTRIBUTION

     The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each prospectus
supplement will describe the method of distribution of the securities offered
therein.

     Our company may sell securities directly, through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. Each prospectus
supplement will describe the terms of the securities to which such

                                        14
<PAGE>

prospectus supplement relates, the name or names of any underwriters or agents
with whom we have entered into arrangements with respect to the sale of such
securities, the public offering or purchase price of such securities and the net
proceeds we will receive from such sale. In addition, each prospectus supplement
will describe any underwriting discounts and other items constituting
underwriters' compensation, any discounts and commissions allowed or paid to
dealers, if any, any commissions allowed or paid to agents and the securities
exchange or exchanges, if any, on which such securities will be listed. Dealer
trading may take place in certain of the securities, including securities not
listed on any securities exchange.

     If so indicated in the applicable prospectus supplement, we will authorize
underwriters or agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing for payment
and delivery at a future date. Institutions with which such contracts may be
made include, among others:

     - commercial and savings banks;

     - insurance companies;

     - pension funds;

     - investment companies;

     - educational and charitable institutions.

     In all cases, such institutions must be approved by us. Unless otherwise
set forth in the applicable prospectus supplement, the obligations of any
purchaser under any such contract will not be subject to any conditions except
that (i) the purchase of the securities will not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is subject
and (ii) if the securities are also being sold to underwriters acting as
principals for their own account, the underwriters will have purchased such
securities not sold for delayed delivery. The underwriters and such other
persons will not have any responsibility in respect of the validity or
performance of such contracts.

     Any underwriter or agent participating in the distribution of the
securities may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the securities so offered and sold and any discounts or
commissions received by them, and any profit realized by them on the same or
resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act.

     Certain of any such underwriters and agents, including their associates,
may be customers of, engage in transactions with and perform services for us and
our subsidiaries in the ordinary course of business.

     We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain civil liabilities.

     Except as indicated in the applicable prospectus supplement, the securities
are not expected to be listed on a securities exchange, except for the common
shares, which are listed on the New York Stock Exchange, and any underwriters or
dealers will not be obligated to make a market in the securities. We cannot
predict the activity or liquidity of any trading in the securities.

                             VALIDITY OF SECURITIES

     The validity of the securities offered hereby will be passed upon for us by
Calfee, Halter & Griswold LLP, Cleveland, Ohio. Any underwriters will be
represented by their own legal counsel.

                                        15
<PAGE>

                                    EXPERTS

     Ciulla, Smith & Dale LLP, independent auditors, have audited our
consolidated financial statements and schedule incorporated by reference or
included in our annual report on Form 10-K for the year ended May 31, 2001, as
set forth in their report, which is incorporated by reference in this prospectus
and elsewhere in the registration statement. Our consolidated financial
statements and schedule are incorporated by reference in reliance on Ciulla,
Smith & Dale LLP's report, given on their authority as experts in accounting and
auditing.

                                        16
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered. All amounts are estimated
except the SEC registration fee:

<Table>
<S>                                                            <C>
SEC registration fee........................................   $27,600
Legal fees and expenses.....................................         *
Trustee fees and expenses...................................         *
Accounting fees and expenses................................         *
Stock Exchange fees.........................................   $15,000
Printing expenses...........................................         *
Miscellaneous...............................................         *
                                                               -------
Total.......................................................   $
                                                               =======
</Table>

- ---------------

* To be filed by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees and agents within prescribed limits and must indemnify them
under certain circumstances. Ohio law does not provide statutory authorization
for a corporation to indemnify directors, officers, employees and agents for
settlements, fines or judgments in the context of derivative suits. However, it
provides that directors (but not officers, employees and agents) are entitled to
mandatory advancement of expenses, including attorneys' fees, incurred in
defending any action, including derivative actions, brought against the
director, provided the director agrees to cooperate with the corporation
concerning the matter and to repay the amount advanced if it is proved by clear
and convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard to the
corporation's best interests.

     Ohio law does not authorize payment of judgments to a director, officer,
employee or agent after a finding of negligence or misconduct in a derivative
suit absent a court order. Indemnification is required, however, to the extent
such person succeeds on the merits. In all other cases, if a director, officer,
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, indemnification
is discretionary except as otherwise provided by a corporation's articles of
incorporation, code of regulations or by contract except with respect to the
advancement of expenses of directors.

     Under Ohio law, a director is not liable for monetary damages unless it is
proved by clear and convincing evidence that his action or failure to act was
undertaken with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation. There is, however,
no comparable provision limiting the liability of officers, employees or agents
of a corporation. The statutory right to indemnification is not exclusive in
Ohio, and Ohio corporations may, among other things, procure insurance for such
persons.

     Article VI of the Registrant's Amended Code of Regulations provides for the
indemnification of directors and officers against certain liabilities, to the
maximum amount permitted by Ohio law. The Registrant has purchased a Directors
and Officers Liability Insurance Policy, which insures the directors and
officers of the Company against certain liabilities incurred in the performance
of their duties.

                                       II-1
<PAGE>

     The Registrant has entered into Indemnification Agreements with each of its
directors and officers providing for additional indemnification protection
beyond that provided by the Directors and Officers Liability Insurance Policy.
In the Indemnification Agreements, the Registrant has agreed, subject to certain
exceptions, to indemnify and hold harmless the director or officer to the
maximum extent then authorized or permitted by the provisions of the Company's
Code of Regulations, the Ohio Revised Code, or by any amendment(s) thereto.

ITEM 16. EXHIBITS

     See Exhibit Index.

ITEM 17. UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the registration statement is on Form S-3, Form S-8 or Form F-3, and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed with or furnished to the
    Commission by the registrant pursuant to Section 13 or Section 15(d) of the
    Securities Exchange Act of 1934 that are incorporated by reference in the
    registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                       II-2
<PAGE>

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (d) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.

     (e) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (f) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

                                       II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this 18th day of
January, 2002.

                                          RPM, INC.

                                          BY:     /s/ THOMAS C. SULLIVAN
                                             -----------------------------------
                                                     Thomas C. Sullivan
                                                  Chairman of the Board and
                                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 18th day of January, 2002. Each person whose
signature appears below hereby authorizes and appoints Thomas C. Sullivan, James
A. Karman, Frank C. Sullivan and P. Kelly Tompkins and each of them, each of
whom may act without joinder of the other, as his or her attorney-in-fact to
sign on his behalf individually and in the capacity stated below all amendments
and post effective amendments to this Registration Statement and any additional
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933 in respect of an offering contemplated by this Registration Statement that
his or her attorney-in-fact may deem necessary or appropriate.

<Table>
<Caption>
                   SIGNATURE                                             TITLE
                   ---------                                             -----
<S>                                               <C>



             /s/ THOMAS C. SULLIVAN
- ------------------------------------------------     Chairman of the Board of Directors and Chief
               Thomas C. Sullivan                   Executive Officer (Principal Executive Officer)




              /s/ JAMES A. KARMAN
- ------------------------------------------------
                James A. Karman                         Vice Chairman of the Board of Directors




             /s/ FRANK C. SULLIVAN
- ------------------------------------------------
               Frank C. Sullivan                   President, Chief Operating Officer and a Director




             /s/ ROBERT L. MATEJKA                    Vice President, Chief Financial Officer and
- ------------------------------------------------    Controller (Principal Financial and Accounting
               Robert L. Matejka                                       Officer)




- ------------------------------------------------
                 Max D. Amstutz                                        Director




             /s/ EDWARD B. BRANDON
- ------------------------------------------------
               Edward B. Brandon                                       Director




               /s/ LORRIE GUSTIN
- ------------------------------------------------
                 Lorrie Gustin                                         Director




              /s/ E. BRADLEY JONES
- ------------------------------------------------
                E. Bradley Jones                                       Director
</Table>

                                       II-4
<PAGE>

<Table>
<Caption>
                   SIGNATURE                                             TITLE
                   ---------                                             -----
<S>                                               <C>




              /s/ DONALD K. MILLER
- ------------------------------------------------
                Donald K. Miller                                       Director




           /s/ WILLIAM A. PAPENBROCK
- ------------------------------------------------
             William A. Papenbrock                                     Director




              /s/ ALBERT B. RATNER
- ------------------------------------------------
                Albert B. Ratner                                       Director




             /s/ JERRY SUE THORNTON
- ------------------------------------------------
               Jerry Sue Thornton                                      Director




- ------------------------------------------------
               Joseph P. Viviano                                       Director
</Table>

                                       II-5
<PAGE>

                                   RPM, INC.

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NO.                      DESCRIPTION OF EXHIBIT
- -----------                      ----------------------
<C>           <S>
  **1.1       Form of Equity Underwriting Agreement.
  **1.2       Form of Debt Underwriting Agreement.
    3.1       Amended Articles of Incorporation, as amended, which is
              incorporated herein by reference to Exhibit 4.1 to the
              Company's Registration Statement on Form S-3 as filed with
              the Commission on January 6, 1997.
    3.2       Amended Code of Regulations, which is incorporated herein by
              reference to Exhibit 3.2 to the Company's Annual Report on
              Form 10-K for the fiscal year ended May 31, 2001.
    4.1       Specimen Certificate of Common Shares, without par value, of
              RPM, Inc., which is incorporated herein by reference to
              Exhibit 4.1 to the Company's Annual Report on Form 10-K for
              the fiscal year ended May 31, 1998.
    4.2       Specimen Note Certificate for 7.0% Senior Notes Due 2005,
              which is incorporated herein by reference to Exhibit 4.3 to
              the Company's Registration Statement on Form S-4 as filed
              with the Commission on August 3, 1995.
    4.3       Specimen Note Certificate of Liquid Asset Notes With Coupon
              Exchange ("LANCEs(SM)") Due 2008, which is incorporated
              herein by reference to Exhibit 4.3 to the Company's Annual
              Report on Form 10-K for the fiscal year ended May 31, 1998.
    4.4       Rights Agreement by and between RPM, Inc. and Harris Trust
              and Savings Bank dated as of April 28, 1999, which is
              incorporated herein by reference to Exhibit 4.1 to the
              Company's Registration Statement on Form 8-A as filed with
              the Commission on May 11, 1999.
    4.4.1     Amendment to Rights Agreement dated December 18, 2000 by and
              among the Company, Computershare Investor Services (formerly
              Harris Trust and Savings Bank) and National City Bank, which
              is incorporated herein by reference to Exhibit 4.4.1 to the
              Company's Annual Report on Form 10-K for the fiscal year
              ended May 31, 2001.
    4.5       Indenture, dated as of June 1, 1995, between RPM, Inc. and
              The First National Bank of Chicago, as trustee, with respect
              to the 7.0% Senior Notes Due 2005, which is incorporated
              herein by reference to Exhibit 4.5 to the Company's
              Registration Statement on Form S-4 as filed with the
              Commission on August 3, 1995.
    4.6       First Supplemental Indenture, dated as of March 5, 1998 to
              the Indenture dated as of June 1, 1995, between RPM, Inc.
              and The First National Bank of Chicago, as trustee, with
              respect to the Liquid Asset Notes with Coupon Exchange
              ("LANCEs(SM)") due 2008, which is incorporated herein by
              reference to Exhibit 4.6 to the Company's Annual Report on
              Form 10-K for the fiscal year ended May 31, 1998.
   *4.7       Form of Indenture.
  **4.8       Form of Warrant Agreement.
  **4.9       Form of Note.
  **4.10      Form of Stock Purchase Contact (including form of stock
              purchase contract certificate) and, if applicable, Pledge
              Agreement.
  **4.11      Form of Unit Agreement (including form of unit certificate).
   *5.1       Opinion of Calfee, Halter & Griswold LLP.
   12.1       Statement regarding computation of ratio of earnings to
              fixed charges.
  *23.1       Consent of Calfee, Halter & Griswold LLP (to be included in
              Exhibit 5.1).
   23.2       Consent of Ciulla, Smith & Dale LLP.
   24.1       Power of Attorney (included on signature page).
  *25.1       Statement of Eligibility of Trustee
</Table>

- ---------------

 * To be filed by amendment.

** To be filed as an exhibit to a Current Report on Form 8-K to be filed by the
   Company in connection with a specific offering.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>3
<FILENAME>l92312aex12-1.txt
<DESCRIPTION>EX-12.1 COMPUTATION OF EARNINGS
<TEXT>
<PAGE>

                                                                    Exhibit 12.1


<TABLE>
                                                                   FOR THE YEAR ENDED
                                                                          MAY 31
<CAPTION>
                                 FOR THE SIX
                                MONTHS ENDED
                                NOVEMBER 30,
                                       2001*       2001       2000         1999        1998        1997
                                       -----       ----       ----         ----        ----        ----

<S>                                  <C>        <C>          <C>        <C>         <C>         <C>
Ratio of Earnings to
     Fixed Charges                     4.25        2.33        2.19        4.75        4.37        4.58

Income Before Income Tax             92,524     101,487      71,761     159,597     149,556     135,728

Fixed Charges:

     Interest Expense                24,761      68,885      54,436      37,661      40,854      34,639

     Amortized debt expense             293         617         321         197         348         325

     Operating lease, estimated
     interest (one-third of net
     rental expense)                  3,427       6,841       5,728       4,645       3,218       2,935
                                     ------      ------      ------      ------      ------      ------
                                     28,481      76,343      60,485      42,503      44,420      37,899
</TABLE>


         *FAS 142 was adopted by the Company as of June 1, 2001. Had FAS 142 not
been adopted, Income Before Income Tax would have been $81,501, resulting in a
Ratio of Earnings to Fixed Charges of 3.86.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>l92312aex23-2.txt
<DESCRIPTION>EX-23.2 CONSENT
<TEXT>
<PAGE>
EXHIBIT 23.2


                         CONSENT OF INDEPENDENT AUDITORS


                  We consent to the incorporation by reference in this
Prospectus constituting part of this Registration Statement on Form S-3 of our
report dated July 2, 2001 which appears in the Annual Report on Form 10-K for
the fiscal year ended May 31, 2001 of RPM, Inc. and of our report on the
Financial Statement Schedules which appears in such Annual Report on Form 10-K.
We also consent to the reference to our firm made under the heading "Experts" in
the Prospectus.



                                  /s/ CIULLA, SMITH & DALE, LLP
                                  ----------------------------------------------
                                      CIULLA, SMITH & DALE, LLP




Cleveland, Ohio

January 18, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
