UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended: December 31, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to _______________
Commission file number 1-14187
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: RPM International Inc. Union 401(k)
Retirement Savings Trust and Plan, as amended
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: RPM International Inc. 2628 Pearl
Road, P.O. Box 777, Medina, Ohio 44258
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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2002
1
[CSD Letterhead]
Independent Auditor's Report
To The Administrators of the
RPM International Inc. Union 401(k) Trust and Plan
We were engaged to audit the financial statements of the RPM International Inc.
Union 401(k) Trust and Plan, as of December 31, 2002 and 2001, and for the year
ended December 31, 2002, and the supplemental schedule of assets held for
investment purposes at December 31, 2002. These financial statements and
schedule are the responsibility of the Plan's management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, as amended, the plan administrator instructed us not to
perform, and we did not perform, any auditing procedures with respect to the
information summarized in Note C, which was certified by Key Trust Company of
Ohio, N.A., the trustee/ custodian of the Plan, except for comparing the
information with the related information included in the financial statements
and supplemental schedule. We have been informed by the plan administrator that
the trustee holds the Plan's investment assets and executes investment
transactions. The plan administrator has obtained a certification from the
custodian as of December 31, 2002 and 2001, and for the year ended December 31,
2002, that the information provided to the plan administrator by the trustee is
complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not express an opinion on the accompanying financial
statements and schedule taken as a whole. The form and content of the
information included in the financial statements and schedule, other than that
derived from the information certified by the trustee, have been audited by us
in accordance with standards generally accepted in the United States and, in our
opinion are presented in compliance with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
/s/ CIULLA, SMITH & DALE, LLP
July 10, 2003
Offices in Cleveland, Boston, Detroit and Grand Rapids
6364 Pearl Road o Cleveland, Ohio 44130-3052
Tel. (440) 884-2036 o Fax (440) 884-2048
E-mail: csdohio@covad.net
2
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
2002 2001
---------- ----------
Assets
Investments $1,713,634 $1,380,134
Receivables
Employer's contribution 3,852 4,286
Participants' contributions 12,034 12,347
Interest 15
---------- ----------
15,901 16,633
---------- ----------
Total Assets 1,729,535 1,396,767
---------- ----------
Net Assets Available for Benefits $1,729,535 $1,396,767
========== ==========
See accompanying notes to financial statements.
3
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
Additions
Additions to net assets attributed to:
Contributions
Participants' $ 175,530
Employer's 52,617 $ 228,147
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Investment Income
Interest and dividends 26,302
Unrealized (loss) on investments (74,895)
Realized gain on sale of investments 376 (48,217)
---------- ----------
Total Additions 179,930
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 219,869
Administrative expenses 974 220,843
---------- ----------
Net (Loss) (40,913)
Net Assets Available for Benefits
Beginning of Year 1,396,767
Assets transferred from trustees of
predecessor plans 373,681
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End of Year $1,729,535
==========
See accompanying notes to financial statements.
4
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The assets of the Plan, as reflected in the accompanying financial
statements, are stated at current market value as of the statement
date. The Plan has no assets not having a readily determinable market
value.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those
estimates.
NOTE B - DESCRIPTION OF THE PLAN
The Plan, adopted on February 3, 1997, a defined contribution savings
plan covering certain union employees at three wholly-owned
subsidiaries of RPM International Inc. (the Company). The Plan is
subject to the Employee Retirement Income Security Act of 1974 (ERISA).
Participating employees may make voluntary contributions up to 20% of
pre-tax annual compensation as defined in the Plan. Prior to June 1,
2002, participating employees could contribute up to 15% of
compensation. The Plan currently offers eleven investment funds and the
employer stock as investment options for participants. The company
matches, depending upon the collective bargaining agreement of each
participating union, up to a maximum rate of 50% of the first six
percent of employee deferrals. The matching Company contribution is
invested in the same manner that the participants invest their own
contributions. Prior to October 1, 2002, the matching contribution was
invested in RPM International Inc. common stock. Contributions are
subject to certain limitations. Vesting is immediate for contributions,
both employee and employer, and earnings thereon.
NOTE C - CERTIFIED INFORMATION
The Plan's investments are maintained by Key Trust Company of Ohio,
N.A. The Plan administrator has instructed the independent public
accountants not to examine the information certified as complete and
accurate by the trustee/custodian. The trustee/custodian's
certification applies to all Plan assets and transactions for the dates
presented.
5
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 Continued
NOTE D - INVESTMENTS
The following presents investments at December 31, 2002 and 2001, that
represent 5% or more of the Plan's net assets:
2002 2001
-------- --------
Janus Balanced Fund $151,977 $ **
American U.S. Government Securities Fund 131,236 72,279
American Washington Mutual Investors Fund 108,903 148,011
Fidelity Magellan Fund 119,481 102,046
Fidelity Contra Fund Inc. 120,439 95,968
Victory DCS Money Market Fund 253,770 134,712
Victory DCS Magic Fund 313,532 349,417
RPM International Inc. Ohio common stock 297,777 273,323*
*Nonparticipant directed
**Fund balance did not represent 5% of the Plan's net assets
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value by $74,519.
Gains (Losses)
Realized Unrealized Total
-------- ---------- ---------
Common/Collective Trust $ 12,123 $ 13,375 $ 13,375
Mutual Funds (24,903) (98,096) (98,096)
Common Stock (Employer) 13,156 9,826 22,982
-------- -------- ---------
$ 376 $(74,895) $ (74,519)
======== ======== =========
6
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 Continued
NOTE E - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments is as follows:
December 31,
------------------------
2002 2001
-------- --------
Net Assets:
RPM Int'l Inc. common stock $ $273,323
Loan fund 71,258 50,656
-------- --------
$ 71,258 $323,979
======== ========
Year Ended
December 31,
2002
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Changes in Net Assets:
Contributions $ 40,877
Interest and dividends 11,915
Net depreciation (2,506)
Benefits paid to participants (37,925)
Administrative expenses (287)
Net transfers to participant-directed
investments (264,795)
---------
$(252,721)
=========
NOTE F - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
7
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 Continued
NOTE G - INCOME TAX STATUS
The Plan obtained its latest determination letter on November 13, 2002,
in which the Internal Revenue Service stated that the plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The plan has been amended since receiving the
determination letter. However, the plan administrator and the plan's
tax counsel believe that the plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE H - DERIVATIVE FINANCIAL INSTRUMENTS
The Plan has no instrument that, in whole or in part, is accounted for
as a derivative instrument under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities during the current Plan
year.
NOTE I - SUBSEQUENT EVENTS
Effective March 1, 2003, the Plan's investments will be maintained by
Wachovia Bank N.A.
8
RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
FEDERAL ID #34-6550857 PLAN 007 Schedule 1
Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes
(a) (b) & (c) (d) (e)
--- --------- --- ---
Current
Identity of Issue & Description Cost Value
------------------------------- ---------- ----------
Victory DCS Money Market Fund $ 234,207 $ 253,770
Victory DCS Magic Fund 262,957 313,532
American Government Securities Fund 124,397 131,236
American Washington Mutual Investors Fund 131,738 108,903
Fidelity Magellan Fund 164,036 119,481
Fidelity Contra Fund 153,299 120,439
Franklin Small Cap Growth Fund 55,480 34,182
Templeton Foreign Fund 54,340 46,775
Victory Stock Index Fund 52,927 35,557
Neuberger Berman Genesis Assets Fund 15,563 16,453
Janus Balanced Fund 173,091 151,977
Employer Stock Fund 228,759 297,777
E B Money Market Fund 12,294 12,294
Participant Loans (5.75% to 10.00%) -0- $ 71,258
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Total $1,713,634
==========
See Accountant's Report.
See Notes to Financial Statements.
9
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
RPM INTERNATIONAL INC. UNION 401(K)
RETIREMENT SAVINGS TRUST AND PLAN
By: RPM International Inc. (Plan Administrator)
/s/ Ronald A. Rice
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Ronald A. Rice, Senior Vice President -
Administration
Date: July 15, 2003
EXHIBIT INDEX
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23.1 Consent of Ciulla, Smith & Dale, LLP