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 7, 2003 ------------- RPM INTERNATIONAL INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14187 02-0642224 ----------------- --------- ------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 273-5090 ---------------- ITEM 5. OTHER EVENTS On May 7, 2003, RPM International Inc. (the "Company") announced it was seeking to raise, subject to certain conditions, approximately $125 million through a private offering of senior convertible notes. The Company also announced that it may raise up to an additional $25 million if the initial purchasers of the notes exercise their right to acquire additional notes in connection with the offering. The press release announcing the private offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On May 8, 2003, the Company announced that it had priced the private offering of $248 million in aggregate principal amount at maturity of 2.75 percent senior convertible notes due 2033, resulting in $125 million gross proceeds to RPM. Each note will be issued at a price of $505.19 and is convertible into the Company's common stock at a conversion ratio of 27.0517 shares per $1,000 principal amount at maturity of the notes. The press release announcing the pricing of the private offering is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibits. Number Description ------ ----------- 99.1 News Release, dated May 7, 2003 99.2 New Release, dated May 8, 2003 Page 2 of 8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RPM INTERNATIONAL INC. Date: May 9, 2003 By: /s/ P. Kelly Tompkins -------------------------------------- P. Kelly Tompkins Senior Vice President, General Counsel and Secretary Page 3 of 8 EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 99.1 News Release, dated May 7, 2003 99.2 New Release, dated May 8, 2003 Page 4 of 8