Registration No.
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________
M. A. HANNA COMPANY
(Exact name of Registrant as Specified in its Charter)
Delaware 34-0232435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
___________
1301 E. 9th Street, Suite 3600, Cleveland, Ohio 44114-1860
(Address of Principal Executive Office Including Zip Code)
__________
M. A. Hanna Company Directors' Deferred Fee Plan
(Full title of plan)
___________
John S. Pyke, Jr., Esq.
Vice President and Secretary
M. A. Hanna Company
1301 E. 9th Street, Suite 3600, Cleveland, OH 44114-1860
(216) 589-4000
(Name and address and telephone number including area code of agent for service)
<TABLE> __________
<CAPTION> CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
_____________________________________________________________________________________
Title of Securities Amount Price per Maximum aggregate Amount of
to be Registered Registered share(1) Offering Price(1) Registration Fee(1)
_____________________________________________________________________________________
Common Stock, 100,000 $35.75 $3,575,000 $1,233
Par Value $1.00
_____________________________________________________________________________________
(1) Based upon the average of the high and low sales prices of the Common
Stock in the consolidated reporting system on April 4, 1994; determined in
accordance with Rule 457(c) solely for the purposes of determining the amount
of the registration fee.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents and reports filed by M. A. Hanna Company
(File No. 1-5222) (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1993;
(b) The description of the Company's Common Stock contained in the
Registration Statement filed under Section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of
updating such description;
(c) The description of the Company's Stock Purchase Rights contained
in the Rights Agreement filed as Exhibit 2 to Form 8-K dated December 4,
1991, as amended.
All documents filed after the date of the filing of this Registration
Statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Subsection (b)(7) of Section 102 of the Delaware Law empowers a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders to eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision cannot eliminate or limit the liability of a director for (i)
breach of his duty or loyalty, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
payment of a stock dividend or approval of a stock repurchase which was
illegal under Section 174 of the Delaware Law, or (iv) any transaction from
which an improper personal benefit was derived. Articles Thirteenth and
Fourteenth of the Registrant's Restated Certificate of Incorporation were
approved at the Company's annual meeting of stockholders held in May 1987
to provide for limitation of liability of directors, and indemnification of
directors, officers and others as follows:
"THIRTEENTH: To the full extent permitted by the General Corporation
law of the State of Delaware or any other applicable laws as
presently or hereafter in effect, no Director of the Corporation
shall be personally liable to the Corporation or its stockholders for
or with respect to any acts or omissions in the performance of his or
her duties as a Director of the Corporation. No amendment to or
repeal of this Article THIRTEENTH shall apply to or have any effect
on the liability or alleged liability of any Director of the
Corporation for or with respect to any acts or omissions of such
Director occurring prior to such amendment."
"FOURTEENTH: Each person who is or was or had agreed to become a
Director or officer of the Corporation, or each such person who is or
was serving or had agreed to serve at the request of the Board of
Directors or an officer of the Corporation as an employee or agent of
the Corporation or as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate
of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or effect of the foregoing,
the Corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that
provided in this Article. No amendment to or repeal of this Article
FOURTEENTH shall apply to or have any effect on the right to
indemnity permitted or authorized hereunder for or with respect to or
have any effect on the right to indemnity permitted or authorized
hereunder for or with respect to claims asserted before or after such
amendment or repeal arising from acts or omissions occurring in whole
or in part before the effective date of such amendment or repeal."
Reference is made to Section 145 of the Delaware General Corporation
law relating the indemnification of directors and officers of a Delaware
corporation.
The Company has entered into Indemnification Agreements with all of
the Company's directors except Messrs. Eyton and Marshall and all of the
Company's executive officers (the "Indemnitees") to specify the extent to
which Indemnitees may receive indemnification under circumstances in which
indemnity would not otherwise be provided by the Delaware Law. Pursuant
to the Indemnification Agreements, an Indemnitee will be entitled to
indemnification as provided by Section 145 of the Delaware Law and to
indemnification for any amount which the Indemnitee is or becomes legally
obligated to pay relating to or arising out of any claim made against such
person because of any act, failure to act or neglect or breach of duty,
including any actual or alleged error, misstatement or misleading
statement, which such person commits, suffers, permits or acquiesces in
while acting in the Indemnitee's position with the Company. The
Indemnification Agreements provide specific procedures for securing
indemnification and the Company is required to make payments in connection
with any claim against the Indemnitee only to the extent expressly provided
by law.
The Company has purchased directors and officers liability insurance
which provides for indemnification of directors and officers against
certain liabilities.
Item 8. Exhibits
4.1 Articles of Incorporation of the Company as restated as of
November 13, 1989, and currently in effect (filed as Exhibit
3(b) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989, File No. 1-5222) incorporated
herein by reference.
4.2 By-laws of the Company (filed as Exhibit 3(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1987, File No. 1-5222) incorporated herein by reference.
4.3 Rights Agreement dated December 4, 1991 between the Company and
Ameritrust Company National Association (filed as Exhibit 2 to
Form 8-K of M. A. Hanna Company on December 5, 1991, as amended
and as Exhibit 8 to Form 8 of the Company filed on December 24,
1991) incorporated herein by reference.
5 Opinion of Counsel
23.1 Consent of Ernst & Young
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
99 M. A. Hanna Directors' Deferred Fee Plan
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, the paragraph (A)(1)(i) and
(A)(1)(ii) do not apply if the registration statement is on Form S-3 or on
Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed, on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio on this 11th day of
April, 1994.
M. A. HANNA COMPANY
By: /s/Valerie A. Gentile
Valerie A. Gentile
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated as of April 11, 1994.
Signatures Titles Date
Martin D. Walker* Chairman, Chief Executive Officer
Martin D. Walker (principal executive officer)
and Director
Douglas J. McGregor* President, Chief Operating Officer
Douglas J. McGregor and Director
/s/Douglas R. Schrank Vice President,, Chief Financial
Douglas R. Schrank Officer (principal financial
officer)
Thomas E. Lindsey* Comptroller (principal accounting
Thomas E. Lindsey officer)
B. Charles Ames* Director
B. Charles Ames
Wayne R. Embry* Director
Wayne R. Embry
J. Trevor Eyton* Director
J. Trevor Eyton
George D. Kirkham* Director
George D. Kirkham
Marvin L. Mann* Director
Marvin L. Mann
Paul M. Marshall* Director
Paul M. Marshall
Richard W. Pogue* Director
Richard W. Pogue
* Valerie A. Gentile, the undersigned attorney-in-fact, by signing her name
below, does hereby sign this registration statement on behalf of the above
indicated directors and officers of M. A. Hanna Company (constituting a
majority of the directors) pursuant to a power of attorney executed by such
persons and filed with the Securities and Exchange Commission
contemporaneous herewith.
By: /s/Valerie A. Gentile as attorney-in-fact
Valerie A. Gentile
EXHIBITS
______________________________________________________________________________
Pagination by
Exhibit sequential
Number Exhibit numbering
______________________________________________________________________________
4.1 Articles of Incorporation of the Company as restated as of
November 13, 1989, and currently in effect (filed as Exhibit 3(b)
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, File No. 1-5222) incorporated herein by
reference.
4.2 By-laws of the Company (filed as Exhibit 3(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1987, File No. 1-5222) incorporated herein by reference.
4.3 Rights Agreement dated December 4, 1991 between the Company
and Ameritrust Company National Association (filed as Exhibit 2 to
Form 8-K of M. A. Hanna Company on December 5, 1991, as
amended and as Exhibit 8 to Form 8 of the Company filed on
December 24, 1991) incorporated herein by reference.
5 Opinion of Counsel
23.1 Consent of Ernst & Young
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
99 M. A. Hanna Directors' Deferred Fee Plan
EXHIBIT 5
April 11, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: M. A. Hanna Company
Directors' Deferred Fee Plan
Form S-8 Registration Statement
Ladies and Gentlemen:
As Vice President and Secretary and general counsel of M. A. Hanna
Company, a Delaware corporation (the "Company"), I am familiar with the
proceedings taken, and proposed to be taken, in connection with the
Directors' Deferred Fee Plan (the "Plan").
I have examined such documents, records and matters of law as I have
deemed necessary for the purposes of this opinion. Based on the foregoing,
I am of the opinion that shares of common stock, par value $1 each, of the
Company which may be issued or transferred and delivered pursuant to the
Plan will be, when so issued or transferred and delivered in accordance with
the Plan, duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-8 filed by the Company to effect the registration of the
shares of common stock of the Company subject to the Plan under the
Securities Act of 1933.
Very truly yours,
/s/John S. Pyke, Jr.
Vice President and Secretary
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the M. A. Hanna Company Directors' Deferred Fee
Plan of our report dated January 31, 1994, with respect to the consolidated
financial statements of M. A. Hanna Company and subsidiaries incorporated
by reference in its Annual Report (Form 10-K) for the year ended December
31, 1993 and the related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
/s/Ernst & Young
Ernst & Young
Cleveland, Ohio
April 11, 1994
EXHIBIT 24
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/B. Charles Ames
B. Charles Ames
M.A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/Wayne R. Embry
Wayne R. Embry
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/J. Trevor Eyton
J. Trevor Eyton
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/George D. Kirkham
George D. Kirkham
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/Marvin L. Mann
Marvin L. Mann
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/Paul M. Marshall
Paul M. Marshall
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/Douglas J. McGregor
Douglas J. McGregor
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/Richard W. Pogue
Richard W. Pogue
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 31st
day of March, 1994.
/s/Martin D. Walker
Martin D. Walker
M. A. HANNA COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that M. A. Hanna Company, a Delaware
corporation (the "Company"), which anticipates filing with the Securities and
Exchange Commission, Washington, D.C. ("SEC"), under the Securities Act of
1933, as amended ("Act"), a registration statement or registration statements
on Form S-8 or other appropriate form with respect to shares of Common Stock,
par value $1.00 per share, of the Company which may be issued or distributed
in connection with or allocated to the Directors' Deferred Fee Plan, together
with the Units (as defined in the Plan) relating to such shares and each of
the undersigned officers and directors of the Company hereby constitutes and
appoints Valerie A. Gentile, John S. Pyke, Jr. and Louis Rorimer and each of
them (with full power of substitution and resubstitution) his or her true and
lawful attorney-in-fact and agent for each of such persons and on his or her
behalf and in his or her name, place and stead, in any and all capacities, to
sign, execute and file with the SEC such registration statement(s) aforesaid
under the Act, including any amendments relating thereto with all exhibits,
and any and all documents required to be filed with any federal or state
regulatory authority including any state securities regulatory board of
commission, pertaining to the securities subject to such registration,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as each of them might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or any of their substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 11th
day of April, 1994.
/s/Thomas E. Lindsey
Thomas E. Lindsey
EXHIBIT 99
M. A. HANNA COMPANY
DIRECTORS' DEFERRED FEE PLAN
ARTICLE I
PURPOSE
The purpose of the M. A. Hanna Company Directors'
Deferred Fee Plan (the "Plan") is to provide benefits upon
termination of service or death for Directors of M. A. Hanna
Company or their beneficiaries. It is intended that the Plan will
assist in attracting and retaining qualified individuals to serve
as Directors.
ARTICLE II
DEFINITIONS
For the purposes of the Plan, the following words and
phrases shall have the meanings indicated:
2.1 Beneficiary. Beneficiary means the person or
persons designated or deemed to be designated by the Participant
pursuant to Article VII to receive benefits payable under the Plan
in the event of the Participant's death.
2.2 Board. Board means the Board of Directors of the
Company.
2.3 Committee. Committee has the meaning set forth in
Section 8.1 hereof.
2.4 Common Stock. Common Stock means the Company's
common stock, par value $1 per share, or such other security as
may at the applicable time be represented by the Units.
2.5 Company. Company means M. A. Hanna Company, a
Delaware corporation, and any successor thereto.
2.6 Declared Rate. Declared Rate means the interest
rate payable on 1-year U.S. Treasury Bills issued on the specified
date or, if not then issued, on the next date of issue, or such
other rate as may from time to time be established by the
Committee; provided, however, that in no event shall the Declared
Rate be more than [5] percent higher than the rate payable on such
Bills.
2.7 Deferral Benefit. Deferral Benefit means the
benefit payable to a Participant or his or her Beneficiary
pursuant to Article VI hereof.
2.8 Deferred Benefit Account. Deferred Benefit Account
means the account maintained on the books of the Company for each
Participant pursuant to Article V hereof.
2.9 Director. Director means a member of the Board.
2.10 Emergency Benefit. Emergency Benefit has the
meaning set forth in Section 6.2 hereof.
2.11 Fee. Fee or Fees means any compensation payable
in cash to a Director for his or her services as a member of the
Board or any Committee thereof.
2.12 Market Value. Market Value means the average of
the highest and lowest sales prices of the Common Stock on the New
York Stock Exchange on the specified date (or, if Common Stock was
not traded on such date, on the next preceding date on which it
was traded) as reported in The Wall Street Journal.
2.13 Participant. Participant means any eligible
Director who elects to participate by filing a Participation
Agreement as provided in Section 3.2 hereof.
2.14 Participation Agreement. Participation Agreement
means the agreement filed by a Participant, in the form prescribed
by the Committee, pursuant to Section 3.2 hereof.
2.15 Plan Year. Plan Year means a 12-month period
commencing January l and ending the following December 31, except
that the first Plan Year shall commence May 4, 1994 and end
December 31, 1994.
2.16 Rule 16b-3. Rule 16b-3 means Rule 16b-3 under the
Securities Exchange Act of 1934 or any successor rule.
2.17 Unit. Unit means an accounting unit equal in
value to one share of Common Stock. The maximum number of Units
that may be allocated to the Deferred Benefit Accounts of all
Participants under the Plan in the aggregate shall be 100,000
Units. Such maximum number and the number of Units included in
any Deferred Benefit Account shall be adjusted as appropriate to
reflect any stock dividend, stock split, recapitalization, merger
or other similar event affecting the Common Stock.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. Eligibility to participate in the
Plan is limited to those Directors who are not employees of the
Company or any of its subsidiaries.
3.2 Participation. Participation in the Plan shall be
limited to eligible Directors who elect to participate in the Plan
by filing a Participation Agreement with the Committee. A
properly completed and executed Participation Agreement must be
filed on or prior to the December 31 immediately preceding the
Plan Year in which the Participant's participation in the Plan
will commence, and the election to participate shall be effective
on the first day of the Plan Year following receipt by the Company
of the Participation Agreement; provided, however, that, in the
case of the first Plan Year, such a Participation Agreement must
be filed by April 1, 1994 and shall be effective as of the first
day of the first Plan Year. In the event that a Director first
becomes eligible to participate during the course of a Plan Year,
such Participation Agreement must be filed no later than 30 days
following election or appointment to the Board, and such
Participation Agreement shall be effective only with regard to
Fees earned or payable following the filing of the Participation
Agreement with the Committee.
3.3 Termination of Participation. A Participant may
elect to terminate his or her participation in the Plan by filing
a written notice thereof with the Committee, which termination
shall be effective at any time specified by the Participant in the
notice, but not earlier than the first day of the Plan Year
immediately succeeding the Plan Year in which such notice is filed
with the Committee. Amounts credited to such Participant's
Deferred Benefit Account with respect to periods prior to the
effective date of such termination shall continue to be payable
pursuant to, and otherwise governed by, the terms of the Plan.
ARTICLE IV
DEFERRAL OF FEES
4.1 Deferral. A Participant may elect to defer all, or
a specified percentage, of his or her Fees, and a Participant may
elect to have his or her deferred Fees credited to his Deferred
Benefit Account either in dollar amounts or Units. A Participant
may not change the percentage of his or her Fees to be deferred,
or the form in which Fees are to be credited.
4.2 Crediting of Deferred Fees. Deferred Fees that a
Participant elects to have credited in dollar amounts shall be
credited to the Participant's Deferred Benefit Account as they
become payable to the Director. Deferred Fees payable to a
Director during a Plan Year that a Participant elects to have
credited in Units shall be credited to the Participant's Deferred
Benefit Account annually after the end of such Plan Year on the
basis of the average of the Market Values of the Common Stock on
the last trading day in each calendar month during such Plan Year.
ARTICLE V
DEFERRED BENEFIT ACCOUNT
5.1 Determination of Account. On any particular date,
a Participant's Deferred Benefit Account shall consist of the
aggregate amount of dollars and Units credited thereto pursuant to
Section 4.2 hereof, plus any interest credited pursuant to Section
5.2 hereof, plus any dividend equivalents credited pursuant to
Section 5.3 hereof, minus the aggregate amount of distributions,
if any, made from such Deferred Benefit Account.
5.2 Crediting of Interest. As of the last day of each
Plan Year, each Deferred Benefit Account to which Fees have been
credited in dollar amounts shall be increased by the amount of
interest earned during the Plan Year. Interest shall be credited
at the Declared Rate as of the last day of the Plan Year based on
the average daily balance of the Participant's Deferred Benefit
Account since the beginning of the Plan Year, but after the
Deferred Benefit Account has been adjusted for any contributions
or distributions to be credited or deducted for such period.
Interest for the first Plan Year applicable to a Deferred Benefit
Account shall be prorated. Until a Participant or his or her
Beneficiary receives his or her entire Deferred Benefit Account,
the unpaid balance thereof credited in dollar amounts shall bear
interest as provided in this Section 5.2.
5.3 Crediting of Dividend Equivalents. Each Deferred
Benefit Account to which Fees have been credited in Units shall be
credited annually after the end of each Plan Year with additional
Units equal in value to the amount of cash dividends paid by the
Company during such Plan Year on Common Stock equivalent to the
average daily balance of Units in such Deferred Benefit Account
during such Plan Year. Such dividend equivalents shall be valued
on the basis of the average Market Value computed pursuant to
Section 4.2 hereof. Until a Participant or his or her Beneficiary
receives his or her entire Deferred Benefit Account, the unpaid
balance thereof credited in Units shall earn dividend equivalents
as provided in this Section 5.3.
5.4 Statement of Accounts. The Committee shall provide
to each Participant, within 120 days after the close of each Plan
Year, a statement setting forth the balance of such Participant's
Deferred Benefit Account as of the last day of the preceding Plan
Year and showing all adjustments made thereto during such Plan
Year.
5.5 Vesting of Deferred Benefit Account. A Participant
shall be 100 percent vested in his or her Deferred Benefit Account
at all times.
ARTICLE VI
PAYMENT OF BENEFITS
6.1 Termination of Service as a Director or Death.
Upon (i) the termination of service of the Participant as a
Director of the Company, for any reason, or (ii) if the
Participant shall so elect, only upon his or her death, the
Company shall pay to the Participant or his Beneficiary, as the
case may be, a Deferral Benefit equal to the balance of his or her
Deferred Benefit Account, less any amounts previously distributed.
6.2 Emergency Benefit. In the event that the
Committee, upon written petition of a Participant, determines, in
its sole discretion, that the Participant has suffered an
unforeseeable financial emergency, the Company shall pay to the
Participant, as soon as practicable following such determination,
an amount in cash necessary to meet the emergency (the "Emergency
Benefit"), but not exceeding the balance of such Participant's
Deferred Benefit Account as of the date of such payment. For
purposes of this Section 6.2, an "unforeseeable financial
emergency" shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent of the Participant,
loss of the Participant's property due to a casualty, or other
similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. Cash
needs arising from foreseeable events such as the purchase of a
house or education expenses for children shall not be considered
to be the result of an unforeseeable financial emergency. The
amount of the Deferral Benefit otherwise payable under the Plan to
such Participant shall be adjusted to reflect the early payment of
the Emergency Benefit. For purposes of this Section 6.2, Deferred
Benefit Accounts including Units shall be valued on the basis of
the Market Value of the Common Stock on the date preceding the
date of payment of an Emergency Benefit.
6.3 Form of Payment. Amounts credited to the Deferred
Benefit Account of a Participant in dollars shall be paid in cash,
and amounts credited in Units shall be paid in full shares of
Common Stock (with any fractional share to be paid in cash based
on the then current Market Value). The Deferral Benefit shall be
paid in one of the following forms, as elected by the Participant
in his or her Participation Agreement:
(a) Equal annual installments over a period of [5]
years (together, in the case of deferred compensation
credited in dollar amounts, with interest thereon
credited after the payment commencement date pursuant to
Section 5.2 hereof).
(b) A lump sum.
(c) A combination of (a) and (b) above. The
Participant shall designate the percentage payable under
each option.
For the purposes of this Section 6.3, each distribution of Common
Stock from Deferred Benefit Accounts including Units shall be made
on the basis of one share of Common Stock for each Unit.
6.4 Commencement of Payments. Commencement of payments
under Section 6.1 hereof shall begin within 60 days following
receipt of notice by the Committee of an event which entitles a
Participant (or a Beneficiary) to payments under the Plan, or at
such earlier date as may be determined by the Committee; provided,
however, that payments to be made to a former Director in Common
Stock during his or her lifetime shall not commence until 6 months
after he or she has ceased to be a Director.
ARTICLE VII
BENEFICIARY DESIGNATION
7.1 Beneficiary Designation. Each Participant shall
have the right, at any time, to designate any person or persons as
his Beneficiary to whom payment under the Plan shall be made in
the event of his or her death prior to complete distribution to
the Participant of his or her Deferral Benefit. Any Beneficiary
designation shall be made in a written instrument filed with the
Committee and shall be effective only when received in writing by
the Committee.
7.2 Amendments. Any Beneficiary designation may be
changed by a Participant by the filing of a new Beneficiary
designation, which will cancel all Beneficiary designations
previously filed.
7.3 No Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all designated
Beneficiaries predecease the Participant, then the Participant's
designated Beneficiary shall be deemed to be the Participant's
estate.
7.4 Effect of Payment. Payment to a Participant's
Beneficiary (or, upon the death of a Beneficiary, to his or her
estate) shall completely discharge the Company's obligations under
the Plan.
ARTICLE VIII
ADMINISTRATION
8.1 Committee; Duties. The administrative committee
for the Plan (the "Committee") shall consist of the Chairman of
the Board (provided he is not a nonemployee Director) and two
Company officers or Directors who are not nonemployee Directors
who shall be appointed by the Chairman of the Board. The
Committee shall supervise the administration of the Plan, may from
time to time adopt procedures governing the Plan and shall have
authority to give interpretive rulings with respect to the Plan.
8.2 Agents. The Committee may appoint an individual,
who may be an employee of the Company, to be the Committee's agent
with respect to the day-to-day administration of the Plan. In
addition, the Committee may, from time to time, employ other
agents and delegate to them such administrative duties as it sees
fit, and may from time to time consult with counsel who may be
counsel to the Company.
8.3 Binding Effect of Decisions. Any decision or
action of the Committee with respect to any question arising out
of or in connection with the administration, interpretation and
application of the Plan shall be final and binding upon all
persons having any interest in the Plan.
8.4 Indemnity of Committee. The Company shall
indemnify the members of the Committee against claims, loss,
damage, expense and liability arising from any action or failure
to act with respect to the Plan to the extent provided in the
Regulations of the Company and any applicable indemnification
agreement between the Company and such member.
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
The Board may at any time amend, suspend, terminate or
reinstate any or all of the provisions of the Plan, except that no
such amendment, suspension or termination may adversely affect any
Participant's Deferred Benefit Account as it existed as of the
effective date of such amendment, suspension or termination
without such Participant's consent. No amendment shall become
effective without approval by all Participants if such amendment
would cause transactions under the Plan to cease to be exempt
under Rule 16b-3.
ARTICLE X
MISCELLANEOUS
10.1 Funding. Neither Participants, nor their
Beneficiaries, nor their heirs, successors or assigns, shall have
any secured interest or claim in any property or assets of the
Company. The Company's obligation under the Plan shall be merely
that of an unfunded and unsecured promise of the Company to pay
money in the future. It is the intention of the Company that the
Plan be unfunded for tax purposes and for purposes of Title I of
ERISA. The Company may create a trust to hold funds, Common Stock
or other securities to be used in payment of its obligations under
the Plan, and may fund such trust; provided, however, that any
funds contained therein shall remain liable for the claims of the
Company's general creditors.
10.2 Non-assignability. No right or interest under the
Plan of a Participant or his or her Beneficiary (or any person
claiming through or under any of them), shall be (i) assignable or
transferable in any manner, (ii) subject to alienation,
anticipation, sale, pledge, encumbrance, attachment, garnishment
or other legal powers or (iii) in any manner liable for or subject
to the debts or liabilities of the Participant or Beneficiary. If
any Participant or Beneficiary (other than the surviving spouse of
any deceased Participant) shall attempt to or shall transfer,
assign, alienate, anticipate, sell, pledge or otherwise encumber
his or her benefits hereunder or any part thereof, or if by reason
of his or her bankruptcy or other event happening at any time such
benefits would devolve upon anyone else or would not be enjoyed by
him or her, then the Committee, in its discretion, may terminate
his or her interest in any such benefit to the extent the
Committee considers necessary or advisable to prevent or limit the
effects of such occurrence. Termination shall be effected by
filing a written "termination declaration" with the Secretary of
the Company and making reasonable efforts to deliver a copy to the
Participant or Beneficiary whose interest is adversely affected
(the "Terminated Participant").
As long as the Terminated Participant is alive, any
benefits affected by the termination shall be retained by the
Company and, in the Committee's sole and absolute judgment, may be
paid to or expended for the benefit of the Terminated Participant,
his or her spouse, his or her children or any other person or
persons in fact dependent upon him or her in such a manner as the
Committee shall deem proper. Upon the death of the Terminated
Participant, all benefits withheld from him or her and not paid to
others in accordance with the preceding sentence shall be disposed
of according to the provisions of the Plan that would apply if he
or she died prior to the time that all benefits to which he or she
was entitled were paid to him or her.
10.3 Captions. The captions contained herein are for
convenience only and shall not control or affect the meaning or
construction hereof.
10.4 Governing Law. The provisions of the Plan shall
be construed and interpreted according to the internal substantive
laws of the State of Ohio.
10.5 Successors. The provisions of the Plan shall bind
and inure to the benefit of the Company and its successors and
assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise, acquire all or substantially
all of the business and assets of the Company and successors of
any such corporation or other business entity.
10.6 Effective Date. The Plan shall be effective on
the first day of the first Plan Year, subject to approval by the
shareholders of the Company.
10.7 Right to Continued Service. Nothing contained
herein shall be construed to confer upon any Director the right to
continue to serve as a Director of the Company or in any other
capacity.
10.8 Rule 16b-3. This Plan is intended to comply with
Rule 16b-3 as in effect prior to May 1, 1991. If at any time Rule
16b-3 as promulgated on February 8, 1991 or at any later date
shall become applicable to the Plan, (a) if necessary for
acquisition of Units under the Plan to continue to be exempt under
Rule 16b-3, no election to have Deferred Fees credited in Units
shall become effective pursuant to Section 4.2 hereof until 6
months after such election is made and (b) the Committee may make
such other changes in the terms or operation of the Plan as may
then be necessary or appropriate to comply with such Rule,
including, without limitation, by eliminating any restriction
originally included in the Plan to comply with Rule 16b-3 that may
no longer be required.
6.1 Termination of Service as a Director or Death.
Upon (i) the termination of service of the Participant as a
Director of the Company, for any reason, or (ii) if the
Participant shall so elect, only upon his or her death, the
Company shall pay to the Participant or his Beneficiary, as the
case may be, a Deferral Benefit equal to the balance of his or her
Deferred Benefit Account, less any amounts previously distributed.
