UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
March 27, 2006
RPM International Inc. 401(k) Trust and Plan
RPM International Inc. Union 401(k) Retirement Savings Trust and Plan
(Exact Name of Registrant as Specified in 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
of Incorporation)
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(Commission
File Number)
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(IRS Employer
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) |
Registrant’s
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Effective March 27, 2006, RPM International Inc. 401(k) Trust and Plan and RPM International
Inc. Union 401(k) Retirement Savings Trust and Plan (collectively, the “Plans”) received
notification that their principal independent registered public accountant, Ciulla, Smith & Dale,
LLP (“CS&D”), has declined to stand for re-election and the Plans have engaged a new auditor as
described below.
CS&D’s reports on the Plans’ financial statements for each of the fiscal years ended December 31,
2004 and December 31, 2003 contained no adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal
years ended December 31, 2005 and December 31, 2004 and through the date of this Current Report on
Form 8-K, there have been no disagreements between the Plans and CS&D on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of CS&D, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports. A letter from CS&D
regarding its concurrence with these statements is attached as Exhibit 16.1 to this Form 8-K.
(b) Effective March 27, 2006, the Plans engaged SS&G Financial Services, Inc. (“SS&G”) as their
principal independent registered public accountant for fiscal 2005.
There were no consultations during the fiscal years ended December 31, 2005 and December 31, 2004
and through the date of this Current Report on Form 8-K by the Plans with SS&G regarding (1) the
application of accounting principles to any transaction, either completed or proposed; (2) the type
of audit opinion that might be rendered on the Plans’ financial statements; or (3) any matter that
was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
The decision to engage SS&G was approved by RPM International Inc.’s Audit Committee.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No.
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Description |
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16.1 |
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Letter from Ciulla, Smith & Dale, LLP |