SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 001-14187
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [X] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2002
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant RPM International Inc. 401(k) Trust and Plan,
as amended
Former name if applicable
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Address of principal executive office (Street and number)
P.O. Box 777, 2628 Pearl Road
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City, state and zip code Medina, Ohio 44258
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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[X] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Additional time is required in order for the RPM International Inc.
401(k) Trust and Plan, as amended (the "Plan"), to file its Annual Report on
Form 11-K. As a result of a change in the Plan, which required for the first
time the filing of a Form 11-K, and due to administrative delays in providing
the required information to the Plan's independent accountants, the Plan is
unable to file the audited financial statements required by the Form 11-K within
the prescribed time period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Janeen Kastner (330) 273-5090
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(Name) (Area code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
RPM International Inc. 401(k) Trust and Plan, as amended
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 30, 2003 By /s/ Janeen Kastner
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Name: Janeen Kastner, Director of Human
Resources and Administration
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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[CIULLA, SMITH & DALE, LLP LETTERHEAD]
June 30, 2003
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
We have read and agree with the comments in Part III of Form 12b-25 of the RPM
International Inc. 401(k) Trust and Plan, as amended, for the year ended
December 31, 2002, dated on or about June 30, 2003.
Very truly,
Ciulla, Smith & Dale, LLP