<PAGE>
Rule 424(b)(3)
Registration No. 333-21569
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PROSPECTUS SUPPLEMENT DATED MAY 29, 1997
(to prospectus dated May 1, 1997)
SPINNAKER INDUSTRIES, INC.
171,428 Shares, Class A Common Stock
180,962 Shares, Common Stock
___________________________________________________
The 171,428 shares (the "Class A Shares") of Class A Common Stock, no par
value (the "Class A Common Stock"), and the 180,962 shares (the "Common Shares")
of Common Stock, no par value (the "Common Stock"), of Spinnaker Industries,
Inc., a Delaware corporation (the "Company"), offered hereby are being sold by
the Selling Stockholders (as defined). See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of the Class A Shares or the
Common Shares offered hereby.
The Class A Shares and the Common Shares may be offered by the Selling
Stockholders from time to time in open market transactions (which may include
block transactions) or otherwise in the over-the-counter market through the
Nasdaq National Market, SmallCap Market (the "SmallCap"), or in private
transactions at prices related to prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Class A Shares and the Common Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or purchasers of the Class A
Shares and the Common Shares for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealer acting in connection with the sale of the
Class A Shares and the Common Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), in which event any discounts, concessions or commissions received by
them, which are not expected to exceed those customary in the types of
transactions involved, or any profit on resales of the Class A Shares and the
Common Shares by them, may be deemed to be underwriting commissions or discounts
under the Act. The offering contemplated hereby will terminate as to the Class A
Shares and the Common Shares upon the earlier to occur of (i) the sale of all
the Class A Shares and the Common Shares by the Selling Stockholders or
(ii) July 17, 1999, pursuant to certain agreements to which the Company and each
of the Selling Stockholders are parties. See "Selling Stockholders."
The costs, expenses and fees incurred in connection with the registration
of the Class A Shares and the Common Shares (excluding selling commissions and
brokerage fees incurred by the Selling Stockholders) will be paid by the
Company, which has also agreed to indemnify certain of the Selling Stockholders
against certain liabilities, including liabilities under the Act.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS DATED MAY 1, 1997,
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY POTENTIAL
PURCHASERS OF THE CLASS A COMMON STOCK OR THE COMMON STOCK.
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________
The date of this Prospectus Supplement is May 29, 1997
<PAGE>
THE SECTION OF THE PROSPECTUS DATED MAY 1, 1997, ENTITLED
"SELLING STOCKHOLDERS" HAS BEEN RESTATED IN ITS ENTIRETY AS FOLLOWS:
SELLING STOCKHOLDERS
The table below sets forth the beneficial ownership of the Company's common
stock by the persons selling shares of Class A Common Stock and Common Stock
pursuant to this Prospectus (the "Selling Stockholders") at January 31, 1997,
and after giving effect to the sale of the shares of Class A Common Stock and
Common Stock offered hereby. Each of the persons named below has sole voting and
investment power with respect to the shares of Class A Common Stock and Common
Stock beneficially owned by him or it.
<TABLE>
PERCENTAGE OF
OUTSTANDING
SHARES
SHARES OWNED SHARES SHARES OWNED OWNED AFTER
BEFORE THE OFFERING OFFERED HEREBY AFTER THE OFFERING THE OFFERING
------------------- -------------- ------------------ ------------
CLASS A CLASS A CLASS A CLASS A
COMMON COMMON COMMON COMMON COMMON COMMON COMMON COMMON
STOCK STOCK STOCK STOCK STOCK(1) STOCK(1) STOCK(1) STOCK(1)
----- ----- ----- ----- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Delaware Group Trend Fund, Inc. (2) 164,428 164,428 164,428 164,428 -- -- -- --
Delaware Group Premium Fund, Inc.,
for the Emerging Growth Series (2) 7,000 7,000 7,000 7,000 -- -- -- --
Richard J. Boyle (3) -- 472 -- 472 -- -- -- --
Michael L. George (3) -- 472 -- 472 -- -- -- --
Lane T. Fleming (3) -- 472 -- 472 -- -- -- --
Mark Matteson (3) -- 143 -- 143 -- -- -- --
George Group Partners (3) -- 830 -- 830 -- -- -- --
Mark Curcio (3) -- 47 -- 47 -- -- -- --
James B. Fleming, Jr. (3) -- 358 -- 358 -- -- -- --
Grant Wilkinson (3) -- 36 -- 36 -- -- -- --
K.C. Caldabaugh (3) -- 4,379 -- 4,379 -- -- -- --
Andrew Aarons (3) -- 36 -- 36 -- -- -- --
Stuart Postle (3) -- 72 -- 72 -- -- -- --
Richard T. Ray (3) -- 929 -- 929 -- -- -- --
Christopher M. Beige (3) -- 236 -- 236 -- -- -- --
Arthur W. Smith, III (3) -- 57 -- 57 -- -- -- --
Joseph Sentendrey (3) -- 95 -- 95 -- -- -- --
Ridgeville Community Church (4) -- 900 -- 900 -- -- -- --
</TABLE>
___________
(1) Assumes that all of the Class A Shares and the Common Shares offered hereby
are sold.
(2) Acquired their shares of Class A Common Stock and Common Stock from Alco
Standard Corporation ("Alco") in a private sale effected in July 1996. Alco
had acquired the shares in connection with the repayment of a portion of
outstanding indebtedness owed to Alco, which was incurred by the Company in
connection with its acquisition of Central Products from Alco in
September 1995.
(3) Former minority stockholders (the "Minority Stockholders") of Brown-Bridge
Industries, Inc., a former majority owned subsidiary of the Company
("BBI"), who acquired their shares in connection with the merger (the
"Merger") of BBI with and into Brown-Bridge, which was a newly-formed,
wholly-owned subsidiary of the Company. These shareholders acquired their
equity interest in BBI in connection with the Company's acquisition of BBI
in September 1994, on the same terms and conditions as the Company.
(4) Acquired from Richard T. Ray, a Minority Stockholder, pursuant to a
donation made on May 11, 1997.
The Company is registering the Class A Shares and the Common Shares owned
by the Delaware Group Trend Fund, Inc., and Delaware Group Premium Fund, Inc.,
for the Emerging Growth Series pursuant to certain registration rights granted
to them pursuant
S-2
<PAGE>
to a Registration Rights Agreement entered in connection with their purchase
of the shares from Alco. The Minority Shareholders' shares of Common Stock
are being registered pursuant to piggy-back registration rights granted to
them by the Company in connection with the Merger. The offering of the Class
A Shares and the Common Shares contemplated hereby will terminate on July 17,
1999, or such earlier date as all shares of Class A Common Stock and Common
Stock offered hereby have been sold.
END OF RESTATEMENT OF THE SECTION OF THE PROSPECTUS
DATED MAY 1, 1997, ENTITLED "SELLING STOCKHOLDERS."
S-3
