MEDINA, Ohio, June 13 /PRNewswire/ -- RPM International Inc. (NYSE: RPM)
announced today that it has called for redemption all of its outstanding
Senior Convertible Notes due May 13, 2033. The company also announced that,
on June 1, 2008, in accordance with the terms of the indenture under which the
notes were issued, the notes became eligible for conversion based upon the
price of RPM's common stock during its most recently completed fiscal quarter.
The notes will be redeemed on July 14, 2008 at a price of $507.54 per
$1,000 principal amount of notes. In accordance with the terms of the
indenture, the redemption price is equal to the issuance price of the notes
plus accrued original issue discount on the redemption date. If all of the
notes were redeemed, the aggregate redemption amount would be approximately
Alternatively, holders may convert each $1,000 principal amount of the
notes into 27.0517 shares of RPM common stock. The conversion rate for the
notes is the same regardless of whether the notes are converted incident to
their redemption or pursuant to the conversion right arising out of the
performance of RPM's common stock during the last fiscal quarter. Based upon
the June 12, 2008 per share closing price of $23.74 of RPM's common stock,
such number of shares would have a market value of $642.21. As a result, RPM
anticipates that virtually all of the notes will be presented for conversion.
Notes presented for conversion due to the redemption will be retired with RPM
common stock, with holders receiving cash for fractional shares. All
conversion rights (including those based on the price of RPM's common stock
during the most recent quarter) will expire upon redemption of the notes.
Failure of holders to convert their notes will result in such holders
receiving the redemption price. To collect the redemption price, holders must
follow the instructions and other conditions set forth in the senior
convertible notes and the indenture pursuant to which such notes were issued.
Holders wishing to exercise their option to convert, whether based on stock
price or incident to the redemption, must follow the instructions and other
conditions set forth in the senior convertible notes and the indenture.
RPM International Inc., a holding company, owns subsidiaries that are
world leaders in specialty coatings and sealants serving both industrial and
consumer markets. RPM's industrial products include roofing systems,
sealants, corrosion control coatings, flooring coatings and specialty
chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline,
Day-Glo, Euco and Dryvit. RPM's consumer products are used by professionals
and do-it-yourselfers for home maintenance and improvement, boat repair and
maintenance, and by hobbyists. Consumer brands include Zinsser, Rust-Oleum,
DAP, Varathane and Testors.
For more information, contact P. Kelly Tompkins, executive vice president
and chief administrative officer, at 330-273-5090 or firstname.lastname@example.org.
This press release contains "forward-looking statements" relating to the
business of the company. These forward-looking statements, or other
statements made by the company, are made based on management's expectations
and beliefs concerning future events impacting the company and are subject to
uncertainties and factors (including those specified below) which are
difficult to predict and, in many instances, are beyond the control of the
company. As a result, actual results of the company could differ materially
from those expressed in or implied by any such forward-looking statements.
These uncertainties and factors include (a) general economic conditions; (b)
the prices and availability of raw materials, including assorted resins and
solvents; packaging, including plastic containers; and transportation
services, including fuel surcharges; (c) continued growth in demand for our
products; (d) legal, environmental and litigation risks inherent in our
construction and chemicals businesses and risks related to the adequacy of our
insurance coverage for such matters; (e) the effect of changes in interest
rates; (f) the effect of fluctuations in currency exchange rates upon our
foreign operations; (g) the effect of non-currency risks of investing in and
conducting operations in foreign countries, including those relating to
domestic and international political, social, economic and regulatory factors;
(h) risks and uncertainties associated with our ongoing acquisition and
divestiture activities; (i) risks related to the adequacy of our contingent
liabilities, including for existing and future asbestos-related claims; and
(j) other risks detailed in our filings with the Securities and Exchange
Commission, including the risk factors set forth in our Annual Report on Form
10-K for the year ended May 31, 2007, as the same may be updated from time to
time. RPM does not undertake any obligation to publicly update or revise any
forward-looking statements to reflect future events, information or
circumstances that arise after the date of this release.
SOURCE RPM International Inc.
P. Kelly Tompkins
executive vice president and chief
administrative officer of RPM International Inc.