Current Report Filing (8-k)
May 31 2017 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 25, 2017
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14187
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02-0642224
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2628 Pearl Road, P.O. Box 777, Medina, Ohio
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44258
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (330)
273-5090
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Prepayment of Third Installment of Trust Contribution
As previously disclosed, effective as of December 23, 2014 (the Effective Date), Bondex International, Inc., its parent
company, Specialty Products Holdings Corp., and other related entities emerged from bankruptcy pursuant to a plan of reorganization (the Plan). Under the Plan, a trust was created for the benefit of current and future asbestos personal
injury claimants. The trust is funded by RPM International Inc. (RPM) through four contributions:
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$450 million in cash, which RPM deposited into the trust on the Effective Date;
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$102.5 million in cash, which RPM deposited into the trust on December 23, 2016 (the second anniversary of the Effective Date);
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$120.0 million in cash, RPM stock, or a combination thereof (at RPMs discretion), to be deposited into the trust on or before December 23, 2017 (the third anniversary of the Effective Date); and
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a final payment of $125.0 million in cash, RPM stock, or a combination thereof (at RPMs discretion), to be deposited into the trust on or before December 23, 2018 (the fourth anniversary of the Effective
Date).
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As permitted by the Plan, RPM elected to make the third installment payment described above in advance of its
December 23, 2017 due date, and deposited $119.1 million in cash into the trust on May 25, 2017, which represents a discount from the $120.0 million due to the earlier payment date. RPM used cash on hand to fund the third
installment payment.
Prepayment of Pension Contribution
Also on May 25, 2017, RPM accelerated the payment of $52.8 million to the RPM International Inc. Retirement Plan (the
Retirement Plan). RPM used cash on hand to fund the accelerated contribution to the Retirement Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RPM International Inc.
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(Registrant)
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Date May
31, 2017
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/s/ Edward W. Moore
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Edward W. Moore
Senior Vice President, General
Counsel and
Chief Compliance Officer
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