NOTE - THE PURPOSE OF THIS FILING IS TO ATTACH A FINANCIAL DATA SCHEDULE
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Fiscal year ended December 31, 1995 Commission file number 1-5222
M. A. HANNA COMPANY
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 34-0232435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 36-5000, 200 PUBLIC SQUARE,CLEVELAND, OHIO 44114-2304
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 216-589-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $1 par value New York Stock Exchange
Chicago Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant, computed by reference to the price at which the stock was sold as
of February 16, 1996: $1,019,678,689.00.
Common Shares outstanding as of February 16, 1996: 34,712,466.
ITEM 14(C)
EXHIBIT LIST
Sequential
Page No.
(i) Exhibits filed pursuant to Regulation S-K
(Item 601):
(2) Plan of Disposition.
Stock Purchase Agreement , dated April 11,
1995, as amended, by and among Day
International Group, Inc. (formerly known as
Day International Holdings Inc.), Cadillac
Plastic Group, Inc. and Registrant, filed as
Exhibit 1 to Registrant's current report on
Form 8-K dated June 21, 1995, and incorporated
herein by this reference.
(3) Articles of Incorporation and By-laws.
(a) Registrant's Articles of Incorporation
(as restated as of November 13, 1989, and
currently in effect), filed as Exhibit
3(b) to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1989, and incorporated
herein by this reference.
(b) Registrant's By-laws (as amended and
restated as of March 2, 1988, and
currently in effect), filed as Exhibit
3(d) to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1987 and incorporated herein
by this reference.
(4) Instruments Defining the Rights of Security Holders:
(a) Rights Agreement, dated December 4, 1991,
between the Registrant and Ameritrust
Company National Association, filed as
Exhibit 4.1 to Registrant's Form 8-K
dated December 4, 1991, and incorporated
herein by this reference.
(b) Credit Agreement, dated June 30, 1994
between the Registrant, Citibank,
N.A. and the other banks signatory
thereto, a copy of which will be provided
to the Commission upon request.
(c) Indenture dated September 15, 1991
between the Registrant and Ameritrust
Company, National Association, Trustee
relating to Registrant's $100,000,000
aggregate principal amount of 9% Senior
Notes due 1998 and $150,000,000 aggregate
principal amount of 9 3/8% Senior notes
due 2003, filed as Exhibit 4 to the
Registrant's Form S-3 filed on September
18, 1991, and incorporated herein by this
reference.
(d) Indenture dated September 26, 1991
between the Registrant and Ameritrust
Texas, National Association, Trustee,
relating to Registrant's $50,000,000
aggregate principal amount of 9% Notes
due 1998, filed as Exhibit 4 to the
Registrant's Form S-3 filed on October
24, 1991, and incorporated herein by
this reference.
(e) Associates Ownership Trust Agreement
dated September 12, 1991, between
Registrant and Wachovia Bank of North
Carolina, filed as Exhibit 28.3 to
Registrant's Current Report on Form 8-K
dated September 12, 1991, and
incorporated herein by this reference.
(10) Material Contracts:
*(a) The Restated 1979 Executive Incentive
Compensation Plan of the Registrant,
filed as Exhibit 5 to the Form S-8
Registration Statement No. 2-70755 filed
with the Commission on February 19, 1981
and incorporated herein by this
reference, and amendment to the Plan, as
ratified and approved by Registrant's
stockholders on October 3, 1983, filed as
Exhibit 10(c) to Registrant's Form 10-K
for the fiscal year ended December 31,
1983 and incorporated herein by this
reference. Also amendment to the Plan as
approved by Registrant's stockholders on
May 1, 1985, filed as Exhibit 10(c) to
Registrant's Form 10-K for the fiscal
year ended December 31, 1985 and
incorporated herein by this reference.
*(b) Forms of 1985 Stock Option Agreement,
1985 Grant of Appreciation Rights and
1985 Grant of Performance Rights under
the 1979 Executive Incentive Compensation
Plan, filed as Exhibit 10(g) to
Registrant's Form 10-K for the fiscal
year ended December 31, 1985 and
incorporated herein by this reference.
*(c) Forms of 1987 Stock Option Agreement,
1987 Grant of Appreciation Rights and
1987 Grant of Performance Rights under
the 1979 Executive Incentive Compensation
Plan, filed as Exhibit 10(e) to
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1986, and incorporated herein by this
reference.
*(d) 1988 Long-Term Incentive Plan, and forms
of Grants of Stock Options, Grants of
Appreciation Rights and Grants of Long-
Term Incentive Units thereunder, filed as
Exhibit 10(e) to Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1988, and incorporated
herein by this reference. Also forms of
1989 Stock Option Agreement, 1989 Grant
of Appreciation Rights and 1989 Grant of
Long-Term Incentive Units, filed as
Exhibit 10(e) to Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1989 and incorporated
herein by this reference. Also 1990
Amendment to the Plan, filed as
Exhibit 10(e) to Registrant's Form 10-K
for the fiscal year ended December 31,
1990 and incorporated herein by this
reference and forms of 1990 Stock Option
Agreement, 1990 Grant of Appreciation
Rights and 1990 Grant of Long-Term
Incentive Units, filed as Exhibit 10(e)
to Registrant's Form 10-K for the fiscal
year ended December 31, 1990 and
incorporated herein by this reference.
Also 1991 Amendment to the Plan, and
forms of 1991 Stock Option Agreement,
1991 Grant of Appreciation Rights, 1991
Grant of Long Term Incentive Units, and
1991 Stock Option Agreement with non-
employee directors of Registration, filed
as Exhibit 10(f) to Registrant's Form 10-
K for the fiscal year ended December 31,
1991, and incorporated herein by this
reference. Also forms of 1992 Stock
Option Agreement and 1992 Grant of Long
Term Incentive Units, filed as Exhibit
10(e) to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992, and incorporated
herein by this reference. Also 1994
Amendment to the Plan, filed as Exhibit A
to Registrant's definitive proxy
statement distributed to stockholders
dated March 17, 1994 and incorporated
herein by this reference.
*(e) Form of Supplemental Deferred
Compensation agreement in which any of
the five most highly compensated
executive officers of the Registrant
participates, filed as Exhibit 10(e) to
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1993, and incorporated herein by this
reference.
*(f) Form of Supplemental Death Benefits
agreement in which any of the five most
highly compensated executive officers of
the Registrant participates, filed as
Exhibit 10(f) to Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1993, and incorporated
herein by this reference.
*(g) Form of Employment Agreement dated as of
February 17, 1989 between Registrant and
certain of Registrant's executive
officers filed as Exhibit 10(h) to
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1988 and incorporated herein by this
reference. Also (i) Employment
Agreement dated as of September 27, 1993,
between D. R. Schrank and Registrant,
filed as Exhibit (a) to Registrant's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, and
incorporated herein by this reference;
and (ii) Employment Agreement dated March
1, 1993 between D. J. McGregor and
Registrant, filed as Exhibit 10(g) to
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1993, and incorporated herein by this
reference.
*(h) Description of Directors' compensation
and retirement plan, set forth in the
section captioned "Directors'
Compensation" on pages 12 through 13 of
Registrant's definitive proxy statement
dated March 20, 1996, as distributed to
stockholders and filed with the
Commission pursuant to Regulation 14A,
which section is incorporated herein by
this reference. Also, 1995 Amendments to
Directors' Deferred Fee Plan, filed as
Exhibit B to Registrant's definitive
proxy statement distributed to
stockholders dated March 20, 1995 filed
with the Commission pursuant to
Regulation 14A, which Exhibit B is
incorporated herein by this reference.
*(i) Excess Benefit Plan in which any of the
five most highly compensated executive
officers of the Registrant participates,
filed as Exhibit 10(j) to Registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1992 and
incorporated herein by this reference.
*(j) Supplemental Retirement Benefit Plan in
which any of the five most highly
compensated executive officers of the
Registrant participates, filed as Exhibit
10 (k) to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992 and incorporated herein
by this reference.
*(k) Voluntary Non-Qualified Deferred
Compensation Plan in which any of the
five most highly compensated executive
officers of the Registrant participates,
filed as Exhibit A to the Registrant's
definitive proxy statement distributed to
stockholders dated March 20, 1995 filed
with the Commission pursuant to
Regulation 14A, which Exhibit A is
incorporated herein by this reference.
[*- Identifies management contract or compensation
plans or arrangements filed pursuant to Item
601(b)(10)(iii)(A)]
(11) Computation of per share earnings, filed
herewith.
(13) Registrant's Annual Report as distributed to
stockholders for the fiscal year ended
December 31, 1995, filed herewith.
(16) Letter regarding Change in Certifying
Accountants, filed as Exhibit (16) to
Registrant's current report on Form 8-K/A
dated March 8, 1995 and incorporated herein by
this reference.
(21) Subsidiaries of the Registrant, filed
herewith.
(23) Consent of Independent Auditors, filed
herewith.
(24) Powers of Attorney of certain Directors of
Registrant, filed herewith.
(27) Financial Data Schedule, filed herewith.
(ii) Other exhibits:
Financial statements (and consent of
independent auditors) pursuant to Form 11-K
and Rule 15d-21 for the year ended
December 31, 1995, for the Capital
Accumulation Plan for Salaried Employees of
M. A. Hanna Company and Associated Companies,
and for stock purchase/savings plans of
Registrant's subsidiaries and divisions will
be filed as exhibits to the Form 10-K under a
Form 10-K/A amendment not later than June 28,
1996.
(b) Since September 30, 1995, Registrant has filed
no reports on Form 8-K.
(c) The response to this portion of Item 14 is
submitted as a separate Section commencing on
page X-1 of this Form 10-K.
(d) The response to this portion of Item 14 is
submitted as a separate section commencing on
page F-1 of this Form 10-K.
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: April 22, 1996 By /s/T. E. Lindsey
T. E. Lindsey, Controller
(Principal Accounting Officer)
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