Transaction Valuation* | Amount of Filing Fee** | |
$210,000,000.00 | $22,470.00 |
Amount Previously Paid: N/A | Filing Party: N/A | |
Form or Registration No.: N/A | Date Filed: N/A |
o | third party tender offer subject to Rule 14d-1. | ||
þ | issuer tender offer subject to Rule 13e-4. | ||
o | going private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
Item 1. | Summary Term Sheet. |
Item 2. | Subject Company Information. |
Item 3. | Identity and Background of Filing Person. |
Item 4. | Terms of the Transaction. |
| Summary Term Sheet; | ||
| Introduction; | ||
| Section 1 (Terms of the Offer); | ||
| Section 2 (Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans); | ||
| Section 3 (Procedures for Tendering Shares); | ||
| Section 4 (Withdrawal Rights); | ||
| Section 5 (Purchase of Shares and Payment of Purchase Price); | ||
| Section 6 (Conditional Tender of Shares); | ||
| Section 7 (Conditions of the Tender Offer); |
| Section 11 (Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares); | ||
| Section 14 (United States Federal Income Tax Consequences); and | ||
| Section 15 (Extension of the Tender Offer; Termination; Amendment). |
Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 6. | Purposes of the Transaction and Plans or Proposals. |
Item 7. | Source and Amount of Funds or Other Consideration. |
Item 8. | Interest in Securities of the Subject Company. |
Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
Item 10. | Financial Statements. |
Item 11. | Additional Information. |
Item 12. | Exhibits. |
(a)(1)(A)*
|
Offer to Purchase dated March 1, 2006. | |
(a)(1)(B)*
|
Letter of Transmittal. | |
(a)(1)(C)*
|
Notice of Guaranteed Delivery. | |
(a)(1)(D)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 1, 2006. | |
(a)(1)(E)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 1, 2006. | |
(a)(1)(F)*
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(G)
|
Press Release, dated February 21, 2006, incorporated by reference from Exhibit 99.1 to our Current Report on Form 8-K dated February 21, 2006. | |
(a)(2)
|
Not Applicable. | |
(a)(3)
|
Not Applicable. | |
(a)(4)
|
Not Applicable. | |
(a)(5)
|
Not Applicable. | |
(b)(1)
|
Credit Agreement, dated as of February 28, 2006, among A. Schulman, Inc., A. Schulman Europe GmbH, A. Schulman Plastics, S.A., and A. Schulman International Services NV, with JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as European agent, J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger and the lenders party to the Credit Agreement (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K dated March 1, 2006). | |
(b)(2)
|
Note Purchase Agreement, dated as of March 1, 2006, by and between A. Schulman Europe GmbH, A. Schulman, Inc. and the Purchasers and Guarantors named therein (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K dated March 1, 2006). | |
(c)
|
Not Applicable. | |
(d)(1)
|
A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 10(b) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1991). | |
(d)(2)
|
Amendment to A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(3)
|
Second Amendment to A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 4(k) to the Companys Registration Statement on Form S-8, dated December 20, 1999, Registration No. 333-93093). | |
(d)(4)
|
Third Amendment to A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 4(l) to the Companys Registration Statement on Form S-8, dated December 20, 1999, Registration No. 333-93093). | |
(d)(5)
|
A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit A to the Companys Proxy Statement dated November 12, 1992 filed as Exhibit 28 to the Companys Form 10-K for fiscal year ended August 31, 1992). | |
(d)(6)
|
Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(7)
|
Second Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10(e) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 1998). | |
(d)(8)
|
Third Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 4(p) to the Companys Registration Statement on Form S-8, dated December 20, 1999, Registration No. 333-93093). | |
(d)(9)
|
Fourth Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2000). | |
(d)(10)
|
A. Schulman, Inc. 2002 Equity Incentive Plan (incorporated by reference to Exhibit 4(l) to the Companys Registration Statement on Form S-8, dated January 24, 2003, Registration No. 333-102718). | |
(d)(11)
|
Non-Qualified Profit Sharing Plan (incorporated by reference to Exhibit 10(d) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 1995). | |
(d)(12)
|
Amendment to A. Schulman, Inc. Nonqualified Profit Sharing Plan (incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(13)
|
Supplemental Executive Retirement Plan of the Company, effective January 1, 2004 (incorporated by reference to Exhibit 10(n) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2004). | |
(d)(14)
|
Employment Agreement between the Company and Robert A. Stefanko dated January 31, 1996 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for fiscal quarter ended February 29, 1996). | |
(d)(15)
|
Employment Agreement between the Company and Terry L. Haines dated January 31, 1996 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for fiscal quarter ended February 29, 1996). | |
(d)(16)
|
Employment Agreement between the Company and Alain C. Adam dated December 9, 1999 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for fiscal quarter ended February 29, 2000). | |
(d)(17)
|
Employment Agreement between the Company and John M. Myles dated as of July 8, 1998 (incorporated by reference to Exhibit 10(p) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1998). |
(d)(18)
|
Employment Agreement between the Company and Ronald G. Andres dated as of October 20, 1999 (incorporated by reference to Exhibit 10(o) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 1999). | |
(d)(19)
|
Agreement between the Company and Robert A. Stefanko dated as of August 1, 1985 (incorporated by reference to Exhibit 10(h) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1991). | |
(d)(20)
|
Agreement between the Company and Robert A. Stefanko dated as of March 21, 1991 (incorporated by reference to Exhibit 10(l) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1992). | |
(d)(21)
|
Agreement between the Company and Terry L. Haines dated as of March 21, 1991 (incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1992). | |
(d)(22)
|
Form of Amendment to Deferred Compensation Agreements between the Company and Robert A. Stefanko and Terry L. Haines (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(23)
|
Employment Agreement between the Company and Barry A. Rhodes dated January 10, 2002 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2002). | |
(d)(24)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Stock Option Award Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(25)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Restricted Stock Award Agreement (Employee Form) (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(26)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Stock Option Award Agreement (Director Form) (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(27)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Restricted Stock Award Agreement (Director Form) (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(28)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 12, 2005). | |
(d)(29)
|
Agreement by and among the Company and the Barrington Group, dated October 21, 2005 (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K dated October 24, 2005). | |
(d)(30)
|
Employment Agreement by and between A. Schulman, Inc. and Paul F. DeSantis (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K dated January 6, 2006). | |
(e)
|
Not Applicable. | |
(f)
|
Not Applicable. | |
(g)
|
Not Applicable. | |
(h)
|
Not Applicable. |
* | Filed herewith. |
Item 13. | Information Required by Schedule 13E-3. |
A. SCHULMAN, INC. | ||||
By: | /s/ ROBERT A. STEFANKO | |||
Name: Robert A. Stefanko | ||||
Title: Chief Financial Officer |
(a)(1)(A)*
|
Offer to Purchase dated March 1, 2006. | |
(a)(1)(B)*
|
Letter of Transmittal. | |
(a)(1)(C)*
|
Notice of Guaranteed Delivery. | |
(a)(1)(D)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 1, 2006. | |
(a)(1)(E)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 1, 2006. | |
(a)(1)(F)*
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(G)
|
Press Release, dated February 21, 2006, incorporated by reference from Exhibit 99.1 to our Current Report on Form 8-K dated February 21, 2006. | |
(a)(2)
|
Not Applicable. | |
(a)(3)
|
Not Applicable. | |
(a)(4)
|
Not Applicable. | |
(a)(5)
|
Not Applicable. | |
(b)(1)
|
Credit Agreement, dated as of February 28, 2006, among A. Schulman, Inc., A. Schulman Europe GmbH, A. Schulman Plastics, S.A., and A. Schulman International Services NV, with JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as European agent, J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger and the lenders party to the Credit Agreement (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K dated March 1, 2006). | |
(b)(2)
|
Note Purchase Agreement, dated as of March 1, 2006, by and between A. Schulman Europe GmbH, A. Schulman, Inc. and the Purchasers and Guarantors named therein (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K dated March 1, 2006). | |
(c)
|
Not Applicable. | |
(d)(1)
|
A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 10(b) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1991). | |
(d)(2)
|
Amendment to A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(3)
|
Second Amendment to A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 4(k) to the Companys Registration Statement on Form S-8, dated December 20, 1999, Registration No. 333-93093). | |
(d)(4)
|
Third Amendment to A. Schulman, Inc. 1991 Stock Incentive Plan (incorporated by reference to Exhibit 4(l) to the Companys Registration Statement on Form S-8, dated December 20, 1999, Registration No. 333-93093). | |
(d)(5)
|
A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit A to the Companys Proxy Statement dated November 12, 1992 filed as Exhibit 28 to the Companys Form 10-K for fiscal year ended August 31, 1992). | |
(d)(6)
|
Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(7)
|
Second Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10(e) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 1998). | |
(d)(8)
|
Third Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 4(p) to the Companys Registration Statement on Form S-8, dated December 20, 1999, Registration No. 333-93093). | |
(d)(9)
|
Fourth Amendment to A. Schulman, Inc. 1992 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2000). | |
(d)(10)
|
A. Schulman, Inc. 2002 Equity Incentive Plan (incorporated by reference to Exhibit 4(l) to the Companys Registration Statement on Form S-8, dated January 24, 2003, Registration No. 333-102718). | |
(d)(11)
|
Non-Qualified Profit Sharing Plan (incorporated by reference to Exhibit 10(d) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 1995). | |
(d)(12)
|
Amendment to A. Schulman, Inc. Nonqualified Profit Sharing Plan (incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(13)
|
Supplemental Executive Retirement Plan of the Company, effective January 1, 2004 (incorporated by reference to Exhibit 10(n) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2004). | |
(d)(14)
|
Employment Agreement between the Company and Robert A. Stefanko dated January 31, 1996 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for fiscal quarter ended February 29, 1996). | |
(d)(15)
|
Employment Agreement between the Company and Terry L. Haines dated January 31, 1996 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for fiscal quarter ended February 29, 1996). | |
(d)(16)
|
Employment Agreement between the Company and Alain C. Adam dated December 9, 1999 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for fiscal quarter ended February 29, 2000). | |
(d)(17)
|
Employment Agreement between the Company and John M. Myles dated as of July 8, 1998 (incorporated by reference to Exhibit 10(p) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1998). | |
(d)(18)
|
Employment Agreement between the Company and Ronald G. Andres dated as of October 20, 1999 (incorporated by reference to Exhibit 10(o) to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 1999). | |
(d)(19)
|
Agreement between the Company and Robert A. Stefanko dated as of August 1, 1985 (incorporated by reference to Exhibit 10(h) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1991). |
(d)(20)
|
Agreement between the Company and Robert A. Stefanko dated as of March 21, 1991 (incorporated by reference to Exhibit 10(l) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1992). | |
(d)(21)
|
Agreement between the Company and Terry L. Haines dated as of March 21, 1991 (incorporated by reference to Exhibit 10(m) to the Companys Annual Report on Form 10-K for fiscal year ended August 31, 1992). | |
(d)(22)
|
Form of Amendment to Deferred Compensation Agreements between the Company and Robert A. Stefanko and Terry L. Haines (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996). | |
(d)(23)
|
Employment Agreement between the Company and Barry A. Rhodes dated January 10, 2002 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2002). | |
(d)(24)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Stock Option Award Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(25)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Restricted Stock Award Agreement (Employee Form) (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(26)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Stock Option Award Agreement (Director Form) (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(27)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Restricted Stock Award Agreement (Director Form) (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K dated October 18, 2004). | |
(d)(28)
|
A. Schulman, Inc. 2002 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 12, 2005). | |
(d)(29)
|
Agreement by and among the Company and the Barrington Group, dated October 21, 2005 (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K dated October 24, 2005). | |
(d)(30)
|
Employment Agreement by and between A. Schulman, Inc. and Paul F. DeSantis (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K dated January 6, 2006). | |
(e)
|
Not Applicable. | |
(f)
|
Not Applicable. | |
(g)
|
Not Applicable. | |
(h)
|
Not Applicable. |
* | Filed herewith. |