Transaction Valuation* | Amount of Filing Fee** | |
$210,000,000.00 | $22,470.00 |
Amount Previously Paid: $22,470.00 | Filing Party: A. Schulman, Inc. | |
Form or Registration No.: Schedule TO | Date Filed: March 1, 2006 |
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. |
1. | The Company has extended the Expiration Date of the Offer, which previously was scheduled to expire at 9:00 a.m., New York City time, on Wednesday, March 29, 2006, until 5:00 p.m., New York City time, on Tuesday, April 11, 2006, unless further extended by the Company. | ||
2. | The list of SEC Filings immediately following the paragraph entitled Incorporation by Reference under the caption 10. Information About A. Schulman, Inc. on page 19 of the Offer to Purchase is amended to read in its entirety as follows: |
SEC Filing (File No. 0-7459) | Period or Date Filed | |||
Annual Report on Form 10-K | Fiscal Year Ended August 31, 2005, filed November 14, 2005 | |||
Quarterly Report on Form 10-Q | Fiscal quarter ended November 30, 2005, filed January 9, 2006 | |||
Current Reports on Form 8-K | Filed October 24, 2005, January 6, 2006, January 11, 2006, January 23, 2006, January 30, 2006, February 21, 2006, March 1, 2006 and March 29, 2006 |
Item 12. | Exhibits. |
(a)(1)(H)
|
Press Release, dated March 29, 2006 (incorporated by reference from Exhibit 99.1 to our Current Report on Form 8-K dated March 29, 2006). | |
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)(1)(H)
|
Press Release, dated March 29, 2006 (incorporated by reference from Exhibit 99.1 to our Current Report on Form 8-K dated March 29, 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. |
* | Previously filed on Schedule TO on March 1, 2006. | |
** | Previously filed on Amendment No. 1 to Schedule TO on March 20, 2006. | |
*** | Previously incorporated by reference on Schedule TO on March 1, 2006. |