sec document
UNITED STATES
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
A. SCHULMAN, INC.
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(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
STARBOARD VALUE & OPPORTUNITY FUND, LLC
PARCHE, LLC
RCG STARBOARD ADVISORS, LLC
RAMIUS CAPITAL GROUP, L.L.C.
C4S & CO., L.L.C.
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
MARK MITCHELL
MICHAEL CAPORALE, JR.
LEE MEYER
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital
Group, L.L.C. ("Ramius Capital"), together with the other participants named
herein, intends to make a preliminary filing with the Securities and Exchange
Commission ("SEC") of a proxy statement and an accompanying WHITE proxy card to
be used to solicit votes for the election of its two nominees at the 2007 annual
meeting of stockholders of A. Schulman, Inc., a Delaware corporation (the
"Company").
Item 1: On October 22, 2007, Ramius Capital issued the following press
release:
PRESS RELEASE Source: Ramius Capital Group, L.L.C.
RAMIUS CAPITAL DISCLOSES 7.6% STAKE IN A. SCHULMAN, INC. AND NOMINATION OF FOUR
DIRECTOR CANDIDATES FOR BOARD
Monday October 22, 10:47 am ET
URGES COMPANY TO EXPLORE STRATEGIC ALTERNATIVES, INCLUDING SALE OF THE COMPANY
PROPOSES MINORITY SLATE OF EXPERIENCED NOMINEES TO STRENGTHEN THE BOARD AND
PROVIDE INCREASED OVERSIGHT
NEW YORK--(BUSINESS WIRE)--Starboard Value and Opportunity Master Fund Ltd., an
affiliate of RCG Starboard Advisors, LLC and Ramius Capital Group, L.L.C.
(collectively, "Ramius"), today announced that it has nominated a slate of four
independent candidates for election to the Board of Directors of A. Schulman,
Inc. ("Schulman" or the "Company") (NASDAQ: SHLM - News) at the Company's 2007
Annual Meeting of Shareholders. Ramius, which beneficially owns approximately
7.6% of the common stock of Schulman, detailed its intention in a written notice
to the Company.
Ramius believes that its nominees will strengthen the quality of Schulman's
Board by providing better leadership and oversight. Ramius' nominees can prove
valuable in helping the Company fully explore strategic alternatives and to
focus on improving profitability.
Ramius Partner Jeffrey C. Smith said, "We have been owners of Schulman for
several years and believe the Company has not made adequate progress on
improving profitability. Schulman is a terrific asset. While we think cash flow
can significantly improve, we currently believe the best alternative to enhance
stockholder value is a sale of the Company."
ABOUT RAMIUS CAPITAL GROUP, L.L.C.
Ramius Capital Group is a registered investment advisor that manages assets of
approximately $9.6 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices located in
London, Tokyo, Hong Kong, Munich, and Vienna.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius
Capital Group, L.L.C. ("Ramius Capital"), together with the other
participants named herein, intends to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and an
accompanying WHITE proxy card to be used to solicit votes for the election of
its nominees at the 2007 annual meeting of stockholders of A. Schulman, Inc.,
a Delaware corporation (the "Company").
RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Starboard
Value & Opportunity Fund, LLC, a Delaware limited liability company ("Starboard
Value"), Parche, LLC, a Delaware limited liability company ("Parche"), RCG
Starboard Advisors, LLC, a Delaware limited liability company, Ramius Capital
Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), C4S &
Co., L.L.C., a Delaware limited liability company ("C4S"), Peter A. Cohen,
Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Michael Caporale, Jr.,
Lee Meyer and Mark Mitchell (the "Participants").
Starboard beneficially owns 998,073 shares of Common Stock of the Company.
Starboard Value beneficially owns 736,984 shares of Common Stock of the Company.
Parche beneficially owns 327,738 shares of Common Stock of the Company. As the
investment manager of Starboard and the managing member of Parche, RCG Starboard
Advisors may be deemed to beneficially own the 998,073 shares of Common Stock of
the Company owned by Starboard, the 736,984 shares of Common Stock of the
Company owned by Starboard Value and the 327,738 shares of Common Stock of the
Company owned by Parche. As the sole member of RCG Starboard Advisors, Ramius
Capital may be deemed to beneficially own the 998,073 shares of Common Stock of
the Company owned by Starboard, the 736,984 shares of Common Stock of the
Company owned by Starboard Value and the 327,738 shares of Common Stock of the
Company owned by Parche. As the managing member of Ramius Capital, C4S may be
deemed to beneficially own the 998,073 shares of Common Stock of the Company
owned by Starboard, the 736,984 shares of Common Stock of the Company owned by
Starboard Value and the 327,738 shares of Common Stock of the Company owned by
Parche.
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed to beneficially own the 998,073 shares of Common Stock
of the Company owned by Starboard, the 736,984 shares of Common Stock of the
Company owned by Starboard Value and the 327,738 shares of Common Stock of the
Company owned by Parche.
None of Messrs. Caporale, Jr., Meyer or Mitchell directly owns any shares of
Common Stock of the Company. Each of Messrs. Caporale, Jr., Meyer and Mitchell,
as a member of a "group" for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, may be deemed to beneficially own the 998,073
shares of Common Stock of the Company owned by Starboard, the 736,984 shares of
Common Stock of the Company owned by Starboard Value and the 327,738 shares of
Common Stock of the Company owned by Parche. Each of Messrs. Caporale, Jr.,
Meyer and Mitchell disclaims beneficial ownership of such shares of Common
Stock.
Contact:
Media & Shareholders:
Sard Verbinnen & Co.
Dan Gagnier or Renee Soto, 212-687-8080