MYERS INDUSTRIES INC, 10-K405, 1997-03-21

MYERS INDUSTRIES INC
10-K405, 1997-03-21
PLASTICS PRODUCTS, NEC

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<PAGE> 1

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

COMMISSION FILE NUMBER 1-8524

MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
OHIO 34-0778636
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)

1293 S. MAIN STREET, AKRON, OHIO 44301 (330) 253-5592
(Address of Principal Executive (Zip Code) (Telephone Number)
Offices)

SECURITIES REGISTERED PURSUANT TO NAME OF EACH EXCHANGE
SECTION 12(b) OF THE ACT: ON WHICH REGISTERED:
Common Stock, Without Par Value American Stock Exchange
(Title of Class)
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least 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. [X]

State the approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of February 28, 1997: $197,586,577. Indicate
the number of shares outstanding of registrant's common stock as of February 28,
1997: 16,862,355 Shares of Common Stock, without par value.

================================================================================
<PAGE> 2

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of Registrant's Notice of 1997 Annual Meeting and Proxy Statement,
dated March 21, 1997, in Part III (Items 10, 11, 12 and 13)

CROSS REFERENCE SHEET
PURSUANT TO FORM 10-K GENERAL INSTRUCTION G(4)

<TABLE>
<CAPTION>
PART/ITEM FORM 10-K HEADING REFERENCE MATERIAL
- --------- ------------------------------------------------------------ --------------------
<C> <S> <C>
III/10 Directors and Executive Officers of the Registrant.......... Proxy Statement(1)
pages 3 through 7

III/11 Executive Compensation...................................... Proxy Statement
pages 6 through 12
III/12 Security Ownership of Certain Beneficial Owners
and Management.............................................. Proxy Statement
pages 3 through 6,
page 10, and
pages 29 and 30

III/13 Certain Relationships and Related Transactions.............. Proxy Statement
page 7
</TABLE>

- ---------------
(1) Registrant's Notice of 1997 Annual Meeting of Shareholders and Proxy
Statement
<PAGE> 3

PART I
ITEM 1. BUSINESS

(A) GENERAL DEVELOPMENT OF BUSINESS

Net sales for the fourth quarter were $90,558,374, up 9 percent from the
$82,963,267 reported in the same year ago period. Net income for the period was
$6,473,096, a 43 percent increase from the $4,529,988 reported in 1995. Net
income per share was $.38, up 41 percent from 1995's $.27 per share.

For the full year, net sales increased 7 percent, finishing at
$320,943,771, up from the $300,699,109 produced in 1995. Net income for the year
was $21,003,266, a 32 percent increase from the $15,968,839 reported in 1995.
Net income per share was $1.24, a 31 percent increase from the $.95 earned in
1995.

Our capital position is excellent. Shareholders' equity increased $17.3
million to $162.4 million. Working capital increased to $69.5 million while
total debt remains low at 3% of total capitalization. Cash flow from operating
activities was $34.7 million.

We invested approximately $21 million to continue modernizing and expanding
our manufacturing plants. We expect annual capital expenditures for expansion of
physical plant and equipment to continue in the range of $15 to $20 million.

1
<PAGE> 4

(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
NET SALES
Distribution of aftermarket repair products and
services.............................................. $136,526 $126,902 $121,748
Manufacturing of polymer and metal products.............. 197,319 186,307 163,513
Intra-segment elimination................................ (12,901) (12,510) (11,207)
-------- -------- --------
$320,944 $300,699 $274,054
======== ======== ========
INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
services.............................................. $ 12,209 $ 11,793 $ 11,387
Manufacturing of polymer and metal products.............. 29,021 23,145 24,418
Corporate................................................ (5,330) (7,098) (5,139)
Interest expense -- net.................................. (285) (784) (620)
-------- -------- --------
$ 35,615 $ 27,056 $ 30,046
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
services.............................................. $ 49,605 $ 48,416 $ 46,966
Manufacturing of polymer and metal products.............. 148,708 140,291 121,635
Corporate................................................ 9,981 5,622 4,492
Intra-segment elimination................................ (1,172) (725) (1,066)
-------- -------- --------
$207,122 $193,604 $172,027
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
services.............................................. $ 426 $ 227 $ 942
Manufacturing of polymer and metal products.............. 20,433 10,722 11,071
Corporate................................................ 601 1,038 493
-------- -------- --------
$ 21,460 $ 11,987 $ 12,506
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
services.............................................. $ 598 $ 689 $ 598
Manufacturing of polymer and metal products.............. 9,352 8,747 7,949
Corporate................................................ 280 283 274
-------- -------- --------
$ 10,230 $ 9,719 $ 8,821
======== ======== ========
</TABLE>

The Company conducts its business activities in two distinct segments:
manufacturing of polymer and metal products ("the Manufacturing business") and
distribution of aftermarket repair products ("the Distribution business"). The
Company believes it is one of the largest manufacturers of plastic and metal
storage systems in the United States and has the only nationwide distribution
network supplying the tire servicing and automotive underbody repair industries.

The Company's Manufacturing business designs, manufactures and markets
reusable plastic storage systems for use in distribution and material handling,
and other plastic and metal products for storage, assembly and material handling
applications. The Company also manufactures and sells molded rubber products and
other materials used primarily in the tire and tire repair industries and for
various other uses including OEM automotive and construction applications.

In its Distribution business, the Company is engaged in the nationwide
distribution of equipment, tools and supplies used for tire servicing and
automotive underbody repair.

2
<PAGE> 5

MANUFACTURING BUSINESS

The Company markets reusable plastic containers under the brand names
NesTier(R), Akro-Bins(R) and Buckhorn(R). These reusable plastic containers are
utilized in industrial applications including the distribution of food items,
such as poultry, meat and baked goods, and the distribution of non-food items
such as apparel, electronic, automotive, and industrial components, health and
beauty aids and hardware. Reusable containers are also used for storage and
handling in manufacturing plants and for agricultural products. Other products
sold to the industrial and commercial market include tote boxes, various styles
of bins, tubs, straight-walled boxes, and a line of modular cabinets for small
parts storage and organization. The Company's products are sold throughout the
United States and Canada by a direct sales force, independent dealers and
through independent representatives.

The Company's consumer products include the Keepbox(R) line of household
storage containers, plastic tool boxes and other products to organize the home
workshop, plastic containers to facilitate consumer recycling, and a line of
plastic pots, planters and urns sold to consumers through lawn and garden
retailers and other similar specialty outlets. Consumer products are marketed
nationally to a variety of customers including mass-merchandisers, such as
Target(R) and Wal-Mart(R), and major department stores and hardware chains,
warehouse outlets and specialty shops. Products are mainly marketed under the
Akro-Mils(R) name and other registered trade names, and to a lesser extent,
under private label arrangements. The Company's products are sold throughout the
United States by a direct sales force and independent representatives.

The Company designs, manufactures, and markets molded rubber products, such
as air intake hoses, rubber boots, mounts, and hood hold-down latches for
diesel-powered vehicles and equipment used in the transportation, construction
and agricultural industries. It also manufactures molded rubber products, rubber
adhesives and materials used primarily in the tire retreading and repair
industries, as well as products used in hydroelectric dams, locks and other
water works systems. The Company has utilized its manufacturing systems and
expertise to custom compound and calendar rubber materials to meet specific
customer needs for a growing and diverse customer base. These products are sold
nationally and internationally to manufacturers, construction companies and
wholesale distributors, including the Distribution business, by a direct sales
force and through independent sales representatives.

The Company is continuously engaged in the refinement of its existing
product lines and the development of new products. A large portion of the
current products offered by the Company have been developed in the last five
years.

The Company's Manufacturing business is dependent upon outside suppliers
for raw materials, principally polyethylene, polypropylene, polystyrene and
synthetic and natural rubber. The Company believes that the loss of any one
supplier or group of suppliers would not materially adversely affect its
business, since in most instances identical or similar materials can be obtained
readily from other suppliers.

DISTRIBUTION BUSINESS

The Company's Distribution business is conducted primarily by the Myers
Tire Supply division. Products distributed by Myers Tire Supply include air
compressors, mechanic's hand tools, tire changers, tire display and storage
equipment, valves, tire balancing and wheel alignment equipment, curing rims and
presses, retread presses and tire repair materials for the retreading industry.
The Company believes it is the only nationwide distributor supplying such
products. The Company's customers include independent tire dealers, tire
retreaders, tire service centers, automotive supply chains and rubber companies.

Myers Tire Supply's domestic distribution system includes 42 owned branch
warehouse distributors located in major cities in 31 states. Each branch
services customers in an assigned territory, sells all products of the division,
and operates like a stand-alone business with the branch manager bearing
profit/loss, inventory and credit responsibilities. Internationally, this
business has two wholly owned warehouse distributors located in Canada and owns
an interest in several other foreign warehouse distributors.

Myers Tire Supply supplies its domestic and international distribution
facilities from its main distribution center. This distribution center stocks
approximately 12,000 items which are purchased from numerous

3
<PAGE> 6

suppliers, including certain of the Company's manufacturing businesses. The
Company's extensive national distribution network enables it to work closely
with manufacturers in the development and distribution of new products.

COMPETITION

Competition in the Manufacturing business is substantial and varied in form
and size from manufacturers of similar products and of other products which can
be readily substituted for those produced by the Company. Competition in the
Distribution business is generally from local and regional businesses.

EMPLOYEES

As of December 31, 1996 the Company had a total of 1,882 full-time and
part-time employees. Of these employees, 1,341 were engaged in the Manufacturing
business and 541 were employed in the Distribution business. Approximately 12%
of the Company's employees are members of unions. The Company believes it has a
good relationship with its employees.

(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES

The Company operates principally in two areas of business, the first being
the distribution of aftermarket repair products and services. These products are
distributed both domestically through branches in the major cities in the United
States and in foreign countries where, in some cases, the Company has an
interest in companies located in those countries. No single foreign country
represents more than 10 percent of the total sales, income or assets of the
Company. The second major area of the Company's business is polymer and metal
products which are manufactured in Company-owned facilities and distributed
through mass merchandisers, warehouse distributors, sales representatives and
in-house salesmen, principally in the United States.

ITEM 2. PROPERTIES

The following table sets forth by segment certain information with respect
to properties owned by the Registrant:

DISTRIBUTION OF AFTERMARKET REPAIR PRODUCTS AND SERVICES:

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
FLOOR SPACE LAND AREA
PLANT LOCATION (SQUARE FEET) (ACRES) USE
- --------------------------------- ------------- ----------- -----------------------------------
<S> <C> <C> <C>
Akron, Ohio...................... 129,000 8 Executive offices and warehousing
Akron, Ohio...................... 60,000 5 Warehousing
Akron, Ohio...................... 31,000 2 Warehousing
Pomona, California............... 17,700 1 Sales and distribution
Englewood, Colorado.............. 9,500 1 Sales and distribution
Pomona, California............... 9,200 1 Leased to non-affiliated party
San Antonio, Texas............... 4,500 1 Sales and distribution
Phoenix, Arizona................. 8,200 1 Sales and distribution
Akron, Ohio...................... 8,000 1 Leased to non-affiliated party
Houston, Texas................... 7,900 1 Sales and distribution
Indianapolis, Indiana............ 7,800 2 Sales and distribution
Cincinnati, Ohio................. 7,500 1 Sales and distribution
</TABLE>

4
<PAGE> 7

POLYMER AND METAL PRODUCTS:
Dawson Springs, Kentucky......... 209,000 36 Manufacturing and distribution
Wadsworth, Ohio.................. 197,000 23 Manufacturing and distribution
Hannibal, Missouri............... 196,000 10 Manufacturing and distribution
Bluffton, Indiana................ 175,000 17 Manufacturing and distribution
Roanoke Rapids, North Carolina... 172,000 20 Manufacturing and distribution
Bristol, Indiana................. 139,000 12 Manufacturing and distribution
Akron, Ohio...................... 121,000 17 Manufacturing and distribution
Weirton, West Virginia........... 117,000 11 Leased to non-affiliated party
Shelbyville, Kentucky............ 105,000 8 Manufacturing and distribution
Goddard, Kansas.................. 62,000 7 Manufacturing and distribution
Akron, Ohio...................... 49,000 6 Manufacturing and distribution
Ontario, California.............. 40,000 2 Distribution and warehousing
</TABLE>

The following table sets forth by segment certain information with respect
to facilities leased by the Registrant:

<TABLE>
<CAPTION>
EXPIRATION DATE OF
APPROXIMATE LEASE AND RENEWAL
FLOOR SPACE OPTION PERIOD (IF
LOCATION (SQUARE FEET) ANY) USE
- ---------------------------- ------------- ------------------ ---------------------------------------
<S> <C> <C> <C>
POLYMER AND METAL PRODUCTS:
Brampton, Ontario, Canada... 43,000 September 30, 2005 Sales and distribution
Milford, Ohio............... 22,000 August 31, 2001 Sales and administrative
Stanton, Harcourt,
England................... 12,000 December 31, 2001 Warehousing and distribution
</TABLE>

- ---------------

The Registrant also leases distribution facilities in 32 locations
throughout the United States and Canada which, in the aggregate, amount to
approximately 167,000 square feet of warehouse and office space. All of these
locations are used by the distribution of aftermarket repair products and
services segment.

The Registrant believes that all of its properties, machinery and equipment
generally are well maintained and adequate for the purposes for which they are
used.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings other than ordinary routine
litigation incidental to the Registrant's business.

5
<PAGE> 8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended December 31, 1996, there
were no matters submitted to a vote of security holders.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is certain information concerning the executive officers of
the Registrant. Executive officers are elected annually by the Board of
Directors and serve at the pleasure of the Board.

<TABLE>
<CAPTION>
YEARS AS
NAME AGE EXECUTIVE OFFICER TITLE
- ----------------------------------- --- ----------------- --------------------------------------
<S> <C> <C> <C>
Stephen E. Myers................... 53 24 President and Chief Executive Officer
Milton I. Wiskind.................. 71 25 Senior Vice President and Secretary
Gregory J. Stodnick................ 54 17 Vice President -- Finance
</TABLE>

Each executive officer has been principally employed in the capacities
shown or similar ones with the Registrant for over the past five years. Years as
an Executive Officer is stated as of the time the Company became a public
company for reporting purposes.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's Directors, certain of its executive officers and persons who own
more than ten percent of its Common Stock ("Insiders") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the American Stock Exchange, Inc., and to furnish the Company with copies of
all such forms they file. The Company understands from the information provided
to it by the Insiders that they adhered to all filing requirements.

6
<PAGE> 9

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded on the American Stock Exchange (ticker
symbol MYE). The approximate number of record holders at December 31, 1996 was
1,800. High and low stock prices and dividends for the last two years were:

<TABLE>
<CAPTION>
SALES PRICE
1996 ------------ DIVIDENDS
QUARTER ENDED HIGH LOW PAID
---------------------------------------------------- ---- --- ---------
<S> <C> <C> <C>
MARCH 31............................................ 19 1/2 14 1/2 .04
JUNE 30............................................. 21 1/4 15 1/2 .04
SEPTEMBER 30........................................ 18 3/4 14 3/8 .05
DECEMBER 31......................................... 18 14 3/8 .05
</TABLE>

<TABLE>
<CAPTION>
SALES PRICE
1995 ------------ DIVIDENDS
QUARTER ENDED HIGH LOW PAID
---------------------------------------------------- ---- --- ---------
<S> <C> <C> <C>
March 31............................................ 15 1/8 11 7/8 .036
June 30............................................. 14 1/4 12 3/4 .036
September 30........................................ 15 1/4 12 7/8 .04
December 31......................................... 16 3/4 13 7/8 .04
</TABLE>

7
<PAGE> 10

ITEM 6. SELECTED FINANCIAL DATA

MYERS INDUSTRIES, INC. AND SUBSIDIARIES
FIVE-YEAR SUMMARY

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
OPERATIONS FOR THE YEAR
Net sales........................ $ 320,943,771 $ 300,699,109 $ 274,054,163 $ 245,136,189 $ 229,255,085
Cost and expenses
Cost of sales.................. 219,152,386 206,050,902 183,890,614 163,794,129 154,007,502
Selling........................ 36,170,478 33,973,656 32,238,245 30,428,260 27,286,626
General and administrative..... 29,720,351 32,834,285 27,258,865 24,373,483 24,782,393
Interest -- net................ 285,290 784,427 620,276 1,091,590 1,341,811
------------- ------------- ------------- ------------- -------------
285,328,505 273,643,270 244,008,000 219,687,462 207,418,332
------------- ------------- ------------- ------------- -------------
Income before income taxes..... 35,615,266 27,055,839 30,046,163 25,448,727 21,836,753
Income taxes................... 14,612,000 11,087,000 12,215,000 10,054,000 8,727,000
------------- ------------- ------------- ------------- -------------
Net Income..................... $ 21,003,266 $ 15,968,839 $ 17,831,163 $ 15,394,727 $ 13,109,753
------------- ------------- ------------- ------------- -------------
Net income per share*.......... $ 1.24 $ 0.95 $ 1.06 $ 0.95 $ 0.85
------------- ------------- ------------- ------------- -------------
FINANCIAL POSITION -- AT YEAR END
Total Assets................... $ 207,121,727 $ 193,603,873 $ 172,026,887 $ 152,386,302 $ 142,081,023
------------- ------------- ------------- ------------- -------------
Current assets................. 106,309,880 101,087,297 94,724,955 78,922,479 74,892,471
Current liabilities............ 36,853,013 32,372,026 34,093,593 24,380,541 31,685,772
------------- ------------- ------------- ------------- -------------
Working capital................ 69,456,867 68,715,271 60,631,362 54,541,938 43,206,699
Other assets................... 20,151,914 23,086,827 15,923,620 15,769,611 16,525,900
Property, plant and equipment
-- net....................... 80,659,933 69,429,749 61,378,312 57,694,212 50,662,652
Less:
Long-term debt............... 4,569,396 13,335,191 4,154,646 10,654,650 24,917,426
Deferred income taxes........ 3,254,327 2,713,106 2,869,976 2,064,399 1,594,855
------------- ------------- ------------- ------------- -------------
SHAREHOLDERS' EQUITY............... $ 162,444,991 $ 145,183,550 $ 130,908,672 $ 115,286,712 $ 83,882,970
------------- ------------- ------------- ------------- -------------
COMMON SHARES OUTSTANDING*......... 16,854,529 16,906,019 16,830,101 16,806,602 15,502,487
------------- ------------- ------------- ------------- -------------
BOOK VALUE PER COMMON SHARE*....... $ 9.64 $ 8.59 $ 7.78 $ 6.86 $ 5.41
------------- ------------- ------------- ------------- -------------
OTHER DATA
Dividends paid................. $ 3,049,642 $ 2,577,154 $ 2,326,964 $ 2,058,288 $ 1,746,780
Dividends paid per Common
Share*....................... .18 .15 .14 .13 .11
------------- ------------- ------------- ------------- -------------
Average Common Shares
outstanding during the
year*........................ 16,926,525 16,871,365 16,830,380 16,197,058 15,469,111
============ ============ ============ ============ ============
</TABLE>

- ---------

* Adjusted for the ten percent stock dividend paid in August, 1995; the
five-for-four stock split distributed in August, 1994; the ten percent stock
dividend paid in August, 1993; and the five-for-four stock split distributed
in August, 1992.

8
<PAGE> 11

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net sales for the year ended December 31, 1996 increased $20.2 million or 7
percent compared to 1995 as the Company experienced growth in both of its
business segments. Sales in the Distribution segment increased $9.6 million or 8
percent primarily resulting from increased unit sales. The Manufacturing segment
experienced a sales increase of $10.6 million or 6 percent, principally due to
the inclusion of Ameri-Kart's operations for a full year versus six months in
1995.

Net sales for the year ended December 31, 1995 increased $26.6 million or
10 percent compared to 1994 based on increases in both business segments. The
increase in the Distribution segment of $5.2 million or 4 percent was primarily
the result of increased unit sales. Sales in the Manufacturing segment increased
$22.8 million or 14 percent due to the inclusion of Ameri-Kart's operations
subsequent to the June 30, 1995 acquisition combined with increased unit sales
and pricing for existing industrial products.

Gross profit, as a percentage of sales, increased to 31.7 percent in 1996
from 31.5 percent in 1995. This increase was primarily achieved in the
Manufacturing segment based on increased productivity combined with a better
sales mix resulting from the disposition in 1995 of certain lower margin product
lines.

Cost of sales for the year ended December 31, 1995 increased $22.1 million
or 12 percent over 1994 as the result of higher sales volume. Gross profit,
expressed as a percentage of sales, decreased to 31.5 percent in 1995 from 32.9
percent in 1994. The decrease in the gross profit percent was primarily
attributable to unfavorable raw material costs in the Manufacturing segment.

Operating expenses for the year ended December 31, 1996 were reduced by
$917,112 or 1 percent compared with 1995. Expressed as a percentage of sales,
operating expenses in 1996 were reduced to 20.5 percent from 22.2 percent in the
prior year. This improvement reflects better fixed expense coverage from
increased sales as well as the elimination of approximately $1.9 million of
non-recurring charges in 1995.

Operating expenses for the year ended December 31, 1995 increased $7.3
million or 12 percent over 1994. Operating expenses as a percentage of sales,
increased to 22.2 percent in 1995 as compared to 21.7 percent in 1994 as a
result of certain non-recurring charges related to the disposition of various
manufacturing product lines and production facilities.

Net interest expense for the year ended December 31, 1996 decreased
$499,137 based on lower borrowing levels throughout the year. Net interest
expense for the year ended December 31, 1995 increased $164,151 primarily due to
higher borrowing levels used to finance the Ameri-Kart acquisition.

Income taxes as a percent of income before taxes were 41 percent in 1996
and 1995, up from 40.7 percent in 1994. The higher effective tax rate in 1995
and 1996 was attributable to an increase in non-deductible amortization expense
and foreign tax rate differences.

FINANCIAL CONDITION

The Company generated cash from operating activities of $34.7 million in
1996 and $22.7 million in 1995. Working capital increased to $69.5 million for
the year ended December 31, 1996 compared to $68.7 million for 1995 with a
current ratio at December 31, 1996 of 2.9 to 1. Total debt expressed as a
percent of total capitalization decreased to 3 percent for the year ended
December 31, 1996 compared to 9 percent in 1995. This strong capital position
provides the Company with the flexibility to finance additional manufacturing
capacity, working capital needs, and other corporate requirements.

Investments in property, plant and equipment totaled $21.5 million in 1996
and $12.0 million in 1995. During the next five years, the Company anticipates
on-going capital expenditures in the range of $15 to $20 million per year,
primarily for increased polymer manufacturing capacity. Management believes
available credit facilities and anticipated cash flows from operations will be
sufficient to meet the needs of its business, both short-term and long-term.

9
<PAGE> 12

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and accompanying notes and the
reports of management and independent accountants follow Item 9 of this Report.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with the Registrant's independent accountants
on accounting and financial disclosure matters within the two year period ended
December 31, 1996, or in any period subsequent to such date.

10
<PAGE> 13

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA (CONTINUED)

COMMON STOCK MARKET PRICES AND DIVIDENDS

<TABLE>
<CAPTION>
SALES PRICE
-------------
QUARTER ENDED 1996 HIGH LOW DIVIDENDS PAID
---- --- ---------------
<S> <C> <C> <C>
MARCH 31......................................... 19 1/2 14 1/2 .04
JUNE 30.......................................... 21 1/4 15 1/2 .04
SEPTEMBER 30..................................... 18 3/4 14 3/8 .05
DECEMBER 31...................................... 18 14 3/8 .05
</TABLE>

<TABLE>
<CAPTION>
SALES PRICE
-------------
Quarter Ended 1995 HIGH LOW DIVIDENDS PAID
---- --- ---------------
<S> <C> <C> <C>
March 31......................................... 15 1/8 11 7/8 .036
June 30.......................................... 14 1/4 12 3/4 .036
September 30..................................... 15 1/4 12 7/8 .04
December 31...................................... 16 3/4 13 7/8 .04
</TABLE>

SUMMARIZED QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED) THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA

<TABLE>
<CAPTION>
QUARTER ENDED 1996 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
-------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
NET SALES.................. $72,554 $79,951 $ 77,880 $90,559 $320,944
GROSS PROFIT............... 24,350 25,589 22,672 29,180 101,791
NET INCOME................. 5,215 5,606 3,709 6,473 21,003
PER SHARE.................. .31 .33 .22 .38 1.24
</TABLE>

<TABLE>
<CAPTION>
Quarter Ended 1995 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
-------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Net Sales.................. $67,501 $75,584 $ 74,651 $82,963 $300,699
Gross Profit............... 21,210 22,864 22,127 28,447 94,648
Net Income................. 3,767 4,355 3,317 4,530 15,969
Per Share.................. .22 .26 .20 .27 .95
</TABLE>

11
<PAGE> 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have audited the accompanying statements of consolidated financial
position of Myers Industries, Inc. (an Ohio Corporation) and Subsidiaries as of
December 31, 1996 and 1995, and the related statements of consolidated income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Myers Industries, Inc. and
Subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Cleveland, Ohio,
February 10, 1997

12
<PAGE> 15

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Net sales....................................... $320,943,771 $300,699,109 $274,054,163
Cost of sales................................... 219,152,386 206,050,902 183,890,614
------------ ------------ ------------
Gross profit.................................. 101,791,385 94,648,207 90,163,549
------------ ------------ ------------
Operating expenses
Selling....................................... 36,170,478 33,973,656 32,238,245
General and administrative.................... 29,720,351 32,834,285 27,258,865
------------ ------------ ------------
65,890,829 66,807,941 59,497,110
------------ ------------ ------------
Operating income........................... 35,900,556 27,840,266 30,666,439
------------ ------------ ------------
Interest
Income........................................ (319,533) (212,708) (170,728)
Expense....................................... 604,823 997,135 791,004
------------ ------------ ------------
285,290 784,427 620,276
------------ ------------ ------------
Income before income taxes...................... 35,615,266 27,055,839 30,046,163
Income taxes.................................... 14,612,000 11,087,000 12,215,000
------------ ------------ ------------
Net income...................................... $ 21,003,266 $ 15,968,839 $ 17,831,163
------------ ------------ ------------
Net income per share............................ $1.24 $0.95 $1.06
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

13
<PAGE> 16

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED FINANCIAL POSITION

AS OF DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and temporary cash investments.......................... $ 5,600,349 $ 3,387,562
Accounts receivable -- less allowances of $2,213,000 and
$1,594,000, respectively.................................. 57,604,506 52,501,016
Inventories
Finished and in-process products.......................... 33,042,266 34,614,735
Raw materials and supplies................................ 6,788,086 6,635,012
------------ ------------
39,830,352 41,249,747
Prepaid expenses............................................. 3,274,673 3,948,972
------------ ------------
TOTAL CURRENT ASSETS........................................... 106,309,880 101,087,297
OTHER ASSETS
Excess of cost over fair value of net assets of companies
acquired.................................................. 14,328,410 17,015,358
Patents and other intangible assets.......................... 2,750,530 2,924,256
Other........................................................ 3,072,974 3,147,213
------------ ------------
20,151,914 23,086,827
PROPERTY, PLANT AND EQUIPMENT, AT COST
Land......................................................... 2,547,509 1,989,508
Buildings and leasehold improvements......................... 38,918,648 35,325,705
Machinery and equipment...................................... 108,594,273 93,646,662
------------ ------------
150,060,430 130,961,875
Less allowances for depreciation and amortization............ 69,400,497 61,532,126
------------ ------------
80,659,933 69,429,749
------------ ------------
$207,121,727 $193,603,873
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................. $ 15,189,488 $ 11,865,636
Employee compensation and related items...................... 10,562,313 9,736,457
Accrued expenses
Interest.................................................. 32,329 182,262
Taxes, other than income taxes............................ 1,062,498 1,160,766
Income taxes.............................................. 1,452,107 1,068,474
Other..................................................... 8,034,509 7,382,327
Current portion of long-term debt............................ 519,769 976,104
------------ ------------
TOTAL CURRENT LIABILITIES...................................... 36,853,013 32,372,026
LONG-TERM DEBT, LESS CURRENT PORTION........................... 4,569,396 13,335,191
DEFERRED INCOME TAXES.......................................... 3,254,327 2,713,106
SHAREHOLDERS' EQUITY
Serial Preferred Shares (authorized 1,000,000 shares)........ -0- -0-
Common Shares, without par value (authorized 30,000,000
shares; outstanding 16,854,529 and 16,906,019 shares,
respectively)............................................. 10,659,714 10,014,186
Additional paid-in capital................................... 109,864,137 111,382,116
Foreign currency translation adjustment...................... (213,572) (393,840)
Retained income.............................................. 42,134,712 24,181,088
------------ ------------
162,444,991 145,183,550
------------ ------------
$207,121,727 $193,603,873
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

14
<PAGE> 17

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
FOREIGN
COMMON SHARES ADDITIONAL CURRENCY
------------------------ PAID-IN TRANSLATION RETAINED
NUMBER AMOUNT CAPITAL ADJUSTMENT INCOME
---------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1994...... 12,222,983 $ 7,697,032 $ 91,030,715 ($ 412,661) $ 16,971,626
Additions
Net income.................... -0- -0- -0- -0- 17,831,163
Sales under option plans...... 25,747 162,552 -0- -0- -0-
Employees stock purchase
plan....................... 16,358 326,588 -0- -0- -0-
Five-for-four stock split..... 3,061,333 -0- -0- -0- -0-
Dividend reinvestment plan.... 6,971 135,408 -0- -0- -0-
Deductions
Foreign currency
translation................ -0- -0- -0- (53,530) -0-
Purchases for treasury........ (33,300) (17,982) (424,286) -0- (10,989)
Dividends -- $.14 per share... -0- -0- -0- -0- (2,326,964)
---------- ----------- ------------ ---------- ------------
BALANCE AT DECEMBER 31, 1994.... 15,300,092 $ 8,303,598 $ 90,606,429 ($ 466,191) $ 32,464,836
---------- ----------- ------------ ---------- ------------
Additions
Net income.................... -0- -0- -0- -0- 15,968,839
Sales under option plans...... 36,986 314,615 -0- -0- -0-
Employees stock purchase
plan....................... 23,908 344,583 -0- -0- -0-
Dividend reinvestment plan.... 11,205 161,770 -0- -0- -0-
Foreign currency translation
adjustment................. -0- -0- -0- 72,351 -0-
Deductions
Dividends -- $.15 per share... -0- -0- -0- -0- (2,577,154)
10% stock dividend............ 1,533,828 889,620 20,775,687 -0- (21,675,433)
---------- ----------- ------------ ---------- ------------
BALANCE AT DECEMBER 31, 1995.... 16,906,019 $10,014,186 $111,382,116 ($ 393,840) $ 24,181,088
---------- ----------- ------------ ---------- ------------
Additions
Net income.................... -0- -0- -0- -0- 21,003,266
Sales under option plans...... 25,235 215,857 -0- -0- -0-
Employees stock purchase
plan....................... 21,111 350,462 -0- -0- -0-
Dividend reinvestment plan.... 8,764 145,995 -0- -0- -0-
Foreign currency
translation................ -0- -0- -0- 180,268 -0-
Deductions
Purchases for treasury........ (106,600) (66,786) (1,517,979) -0- -0-
Dividends -- $.18 per share... -0- -0- -0- -0- (3,049,642)
---------- ----------- ------------ ---------- ------------
BALANCE AT DECEMBER 31, 1996.... 16,854,529 $10,659,714 $109,864,137 ($ 213,572) $ 42,134,712
========= ========== =========== ========= ===========
</TABLE>

The accompanying notes are an integral part of these statements.

15
<PAGE> 18

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income....................................... $ 21,003,266 $ 15,968,839 $ 17,831,163
Items not affecting use of cash
Depreciation.................................. 10,229,957 9,718,545 8,821,426
Amortization of excess of cost over fair value
of net assets of companies acquired......... 625,687 420,360 285,360
Amortization of deferred financing costs,
patents and other intangible assets......... 455,030 311,576 373,551
Deferred income taxes......................... 541,221 (473,870) 805,577
Cash flow provided by (used for) working capital
Accounts receivable........................... (5,103,490) 2,159,910 (10,821,847)
Inventories................................... 1,419,395 447,254 (4,439,975)
Prepaid expenses.............................. 604,299 (1,504,288) (407,734)
Accounts payable and accrued expenses......... 4,937,322 (4,376,141) 10,450,114
------------ ------------ ------------
Net cash provided by operating activities..... 34,712,687 22,672,185 22,897,635
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment,
net........................................... (21,460,141) (11,986,974) (12,505,526)
Acquisition of business, net of cash............. -0- (14,519,740) -0-
Cash dividends paid.............................. (3,049,642) (2,577,154) (2,326,964)
Other............................................ 2,104,464 313,685 (866,450)
------------ ------------ ------------
Net cash used for investing activities........ (22,405,319) (28,770,183) (15,698,940)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases for treasury........................... (1,584,765) -0- (453,257)
Proceeds from issuance of common stock........... 712,314 820,968 624,548
Borrowings (repayments) net...................... (9,222,130) 6,869,889 (7,237,066)
------------ ------------ ------------
Net cash provided by (used for) financing
activities.................................. (10,094,581) 7,690,857 (7,065,775)
------------ ------------ ------------
INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS.... 2,212,787 1,592,859 132,920
CASH AND TEMPORARY CASH INVESTMENTS
January 1........................................ 3,387,562 1,794,703 1,661,783
------------ ------------ ------------
CASH AND TEMPORARY CASH INVESTMENTS
December 31...................................... $ 5,600,349 $ 3,387,562 $ 1,794,703
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest...................................... $ 737,416 $ 874,602 $ 749,540
Income taxes.................................. 15,387,482 10,450,330 11,138,152
</TABLE>

The accompanying notes are an integral part of these statements.

16
<PAGE> 19

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Myers
Industries, Inc. and all wholly owned subsidiaries (Company). Significant
intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.

TRANSLATION OF FOREIGN CURRENCIES

All balance sheet accounts of consolidated foreign subsidiaries are
translated at the current exchange rate as of the end of the accounting period
and income statement items are translated at an average currency exchange rate.
The resulting translation adjustment is recorded as a separate component of
shareholders' equity.

FINANCIAL INSTRUMENTS

Temporary cash investments, all of which have an original maturity of
ninety days or less, are considered cash equivalents. Other financial
instruments, consisting of trade and notes receivable, and long-term debt, are
considered to have a fair value which approximates carrying value at December
31, 1996.

INVENTORIES

Inventories are stated at the lower of cost or market. For approximately 74
percent of its inventories, the Company uses the last-in, first-out (LIFO)
method of determining cost. All other inventories are valued at the first-in,
first-out (FIFO) method of determining cost.

If the FIFO method of inventory cost valuation had been used exclusively by
the Company, inventories would have been $6,300,000, $5,173,000, and $5,196,000
higher than reported at December 31, 1996, 1995 and 1994, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at cost less accumulated
depreciation and amortization. The Company provides for depreciation and
amortization on the basis of annual rates expected to amortize the cost of such
assets over their estimated useful lives by the straight-line method.

REVENUE RECOGNITION

The Company's revenue recognition policy is to recognize revenue from sales
when goods are shipped.

INCOME TAXES

Deferred income taxes are provided to recognize the timing differences
between financial statement and income tax reporting, principally for
depreciation and certain valuation allowances. Deferred taxes are not provided
on the unremitted earnings of foreign subsidiaries as the Company's intention is
to permanently reinvest these earnings in the operations of these subsidiaries.
If these earnings would be remitted in future years, the taxes due after
considering available foreign tax credits would not be material.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF COMPANIES ACQUIRED

This asset represents the excess of cost over the fair value of net assets
of companies acquired and is being amortized on a straight-line basis over
periods ranging from 30 to 40 years. Accumulated amortization at December 31,
1996 and 1995 was $3,542,000 and $2,916,000, respectively. Management, which
regularly

17
<PAGE> 20

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

evaluates its accounting for goodwill, considering primarily such factors as
current and historical profitability, along with discounted cash flows, believes
that the asset is realizable and the amortization periods are still appropriate.

RESEARCH AND DEVELOPMENT

Research, engineering, testing and product development costs are charged to
current operations as incurred.

NET INCOME PER SHARE

Income per share is determined on the basis of the weighted average number
of Common Shares and common stock equivalents outstanding during the year.
During the year ended December 31, 1995 the Company paid a ten percent stock
dividend and during the year ended December 31, 1994 the Company distributed a
five-for-four stock split. All per share data has been adjusted for the stock
dividend and the stock split. The impact of stock options has not been included
in the calculation of earnings per share as the effect of their exercise is not
material.

RETIREMENT PLANS

The Company and certain of its subsidiaries have pension and profit sharing
plans covering substantially all of their employees. Two plans are defined
benefit plans with benefits primarily based upon a fixed amount for each year of
service. It is the Company's policy to fund pension costs accrued, which are at
least equal to the minimum required contribution as defined by the Employee
Retirement Income Security Act of 1974.

For the Company's existing defined benefit plans, net periodic pension
costs were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Service cost-benefit earned during the year..... $ 122,707 $ 92,754 $ 107,451
Interest cost on projected benefit obligation... 187,704 167,255 148,485
Return on plan assets........................... (252,263) (473,801) 10,580
Net amortization................................ 69,795 327,479 (154,358)
-------- -------- --------
Net periodic pension cost....................... $ 127,943 $ 113,687 $ 112,158
======== ======== ========
</TABLE>

Assumptions used for these plans were as follows: discount rate, 7.0%; rate
of return on plan assets, 8.0%. Future benefit increases were not considered as
there is no substantive commitment to increase benefits.

The following table sets forth the plans' funded status at December 31,
1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
---------------- ----------------
OVER- UNDER- OVER- UNDER-
FUNDED FUNDED FUNDED FUNDED
PLANS PLANS PLANS PLANS
------ ------ ------ ------
<S> <C> <C> <C> <C>
Projected benefit obligation
Vested benefits................................. $1,033 $1,800 $ 955 $1,431
Non-vested...................................... 42 40 17 198
------ ------ ------ ------
Accumulated benefit obligation.................... 1,075 1,840 972 1,629
Fair value of plan assets......................... 1,188 1,703 1,018 1,596
------ ------ ------ ------
Projected benefit obligation in excess of plan
assets.......................................... 113 (137) 46 (33)
Unrecognized net (gain)........................... 1 (167) (24) (169)
Unrecognized net obligation at date of adoption... 72 170 84 127
------ ------ ------ ------
Net projected pension (liability) asset........... $ 186 $ (134) $ 106 $ (75)
====== ====== ====== ======
</TABLE>

18
<PAGE> 21

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A profit sharing plan is maintained for eligible employees, not covered
under defined benefit plans, who meet minimum tenure requirements. The amount to
be contributed by the Company under the profit sharing plan is determined at the
discretion of the Board of Directors. During 1994, the Company terminated a
defined benefit pension plan and covered the employees under the Company's
profit sharing plan. As a result, the Company recognized a $90,000 charge for
the curtailment of this plan. The aggregate cost of all retirement and profit
sharing plans reflected in the accompanying statements of consolidated income is
$2,398,000, $1,784,000 and $1,224,000 for the years 1996, 1995 and 1994,
respectively.

LONG-TERM DEBT AND CREDIT AGREEMENTS

Long-term debt at December 31, consisted of the following:

<TABLE>
<CAPTION>
1996 1995
---------- -----------
<S> <C> <C>
Revolving credit agreement........................................ $ -0- $ 8,000,000
Industrial revenue bonds.......................................... 4,854,166 5,681,166
Other............................................................. 234,999 630,129
---------- -----------
5,089,165 14,311,295
Less current portion.............................................. 519,769 976,104
---------- -----------
$4,569,396 $13,335,191
========== ===========
</TABLE>

The Company has a revolving credit agreement with a group of banks which
enables the Company to borrow up to $35,000,000 at prime rate on a variable
basis, or on a short-term fixed basis at a rate based upon LIBOR or certificate
of deposits at the participating banks. In addition, the Company is required to
pay a commitment fee of 1/4 percent per annum on the daily unborrowed portion of
the revolving credit commitment or 1/5 percent per annum at any time the unused
portion of the aggregate revolving credit commitment is equal to or less than
$20 million. The agreement is unsecured and expires on June 30, 2000.

The industrial revenue bonds are secured by either standby letter of credit
or plant and equipment purchased by the Company with the proceeds of the bonds.
The bonds mature at various dates through 2010 with variable interest rates
ranging from 4.00 percent to 6.77 percent. Two industrial revenue bonds are
backed by standby letters of credit totaling $4,943,407 with an associated fee
of 3/4 percent per annum.

Other includes notes which mature in various amounts through 1998 and bear
a weighted average interest rate of 7.96 percent.

The maturities of long-term debt for the five years ending December 31,
2001, are $520,000 in 1997; $359,000 in 1998; $261,000 in 1999; and nothing in
2000 and 2001.

The revolving credit agreement and certain of the industrial revenue bond
issues contain customary covenants which include, among other things,
maintenance of minimum tangible net worth and minimum working capital,
restrictions on certain additional indebtedness and requirements to maintain
certain financial ratios. At December 31, 1996, the Company was in compliance
with those covenants.

LEASES

The Company and certain of its subsidiaries are committed under
non-cancelable operating leases involving certain facilities and equipment.
Aggregate rental expense for all leased assets was $2,361,000, $2,306,000 and
$2,359,000 for the years ended December 31, 1996, 1995 and 1994, respectively.

19
<PAGE> 22

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum rental commitments for the next five years are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, COMMITMENT
- ------------------------- ----------
<S> <C>
1997 $2,164,000
1998 1,830,000
1999 1,411,000
2000 924,000
2001 655,000
</TABLE>

INCOME TAXES

The effective tax rate was 41.0% in 1996, 41.0% in 1995 and 40.7% in 1994.
A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:

<TABLE>
<CAPTION>
PERCENT OF PRE-TAX INCOME
-------------------------
1996 1995 1994
----- ----- -----
<S> <C> <C> <C>
Statutory Federal income tax rate......................... 35.0% 35.0% 35.0%
State income taxes--net of Federal tax benefit............ 5.0 4.6 4.7
Effect of non-deductible depreciation and amortization.... .6 .7 .6
Other..................................................... .4 .7 .4
---- ---- ----
Effective tax rate for the year........................... 41.0% 41.0% 40.7%
==== ==== ====
</TABLE>

Income taxes consisted of the following:

<TABLE>
<CAPTION>
1996 1995 1994
------------------- ------------------- -------------------
CURRENT DEFERRED CURRENT DEFERRED CURRENT DEFERRED
------- -------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Federal..................... $11,258 $ 399 $ 9,133 $ (326) $ 9,015 $812
Foreign..................... 224 1 361 2 225 (3)
State and local............. 2,589 141 2,066 (149) 2,169 (3)
------- ---- ------- ----- ------- ----
$14,071 $ 541 $11,560 $ (473) $11,409 $806
======= ==== ======= ===== ======= ====
</TABLE>

20
<PAGE> 23

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INCOME TAXES

Significant components of the Company's deferred tax liabilities as of
December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
1996 1995
------ ------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Deferred income tax liabilities:
Property, plant and equipment................................. $8,450 $6,629
Employee benefit trust........................................ 170 578
Other......................................................... -- 46
------ ------
8,620 7,253
------ ------
Deferred income tax assets:
Compensation.................................................. 1,575 1,276
Inventory valuation........................................... 648 788
Allowance for uncollectible accounts.......................... 696 528
Non-deductible accruals....................................... 2,243 1,948
Other......................................................... 204 --
------ ------
5,366 4,540
------ ------
Net deferred income tax liability............................... $3,254 $2,713
====== ======
</TABLE>

STOCK OPTIONS

In 1992, the Company adopted, and the shareholders approved, the 1992 Stock
Option Plan allowing key employees to purchase Common Stock of the Company at
the market price on the date of grant. The plan provides that stock options
expire five years from date of grant and are exercisable up to 20 percent of the
shares granted each year. The activity listed below covers both the 1992 Stock
Option Plan and the 1982 Incentive Stock Option Plan which expired in 1992.

Stock options granted during the past three years were as follows: during
1996, 80,150 shares at prices from $17.75 to $19.55; during 1995, 25,227 shares
at prices from $13.06 to $14.87; during 1994, 107,300 shares at prices from
$12.95 to $16.73.

Stock options exercised during the past three years were as follows: during
1996, 25,404 shares at prices from $7.73 to $14.81; during 1995, 39,072 shares
at prices from $7.23 to $14.81; during 1994, 38,715 shares at prices from $7.23
to $12.97.

At December 31, 1996, 1995 and 1994 there were outstanding options for the
purchase of 236,729, 185,801 and 205,488 shares respectively, at prices ranging
from $11.88 to $19.55 per share in 1996 and $7.73 to $17.54 per share in 1995
and $7.23 to $17.54 in 1994. At December 31, 1996 and 1995, there were options
for 123,831 and 101,894 shares, respectively that were exercisable.

The Company accounts for stock options under APB Opinion No. 25 and,
therefore, does not recognize employee compensation for options granted using
the fair value method set forth in FASB Statement No. 123 "Accounting for Stock
Based Compensation." If the Company had followed FASB 123 rather than APB 25,
net income and earnings per share would not have been materially different from
the reported amounts for 1996, 1995 or 1994.

INDUSTRY SEGMENTS

21
<PAGE> 24

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in companies located in those countries. No single foreign country represents
more than 10 percent of the total sales, income or assets of the Company. The
second major area of the Company's business is polymer and metal products which
are manufactured in Company-owned facilities and distributed through mass
merchandisers, warehouse distributors, sales representatives and in-house
salesmen, principally in the United States.

Operating income before income taxes is total revenues less total operating
expenses. In computing operating income for the major segments of the Company,
general corporate overhead expense and interest expense are not included.

The identifiable assets of each major segment of the Company include
inventories, accounts receivable, net fixed assets, the excess of cost over fair
value of net assets acquired, patents, and other intangible assets attributable
to each segment. Corporate assets are principally land, buildings, computer
equipment, cash and temporary cash investments.

The table sets forth information relating to the Company's operations for
the years ended December 31, 1996, 1995 and 1994, as required by the Statement
of Financial Accounting Standards No. 14.

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
NET SALES
Distribution of aftermarket repair products and
services.............................................. $136,526 $126,902 $121,748
Manufacturing of polymer and metal products.............. 197,319 186,307 163,513
Intra-segment elimination................................ (12,901) (12,510) (11,207)
-------- -------- --------
$320,944 $300,699 $274,054
======== ======== ========
INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
services.............................................. $ 12,209 $ 11,793 $ 11,387
Manufacturing of polymer and metal products.............. 29,021 23,145 24,418
Corporate................................................ (5,330) (7,098) (5,139)
Interest expense-net..................................... (285) (784) (620)
-------- -------- --------
$ 35,615 $ 27,056 $ 30,046
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
services.............................................. $ 49,605 $ 48,416 $ 46,966
Manufacturing of polymer and metal products.............. 148,708 140,291 121,635
Corporate................................................ 9,981 5,622 4,492
Intra-segment elimination................................ (1,172) (725) (1,066)
-------- -------- --------
$207,122 $193,604 $172,027
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
services.............................................. $ 426 $ 227 $ 942
Manufacturing of polymer and metal products.............. 20,433 10,722 11,071
Corporate................................................ 601 1,038 493
-------- -------- --------
$ 21,460 $ 11,987 $ 12,506
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
services.............................................. $ 598 $ 689 $ 598
Manufacturing of polymer and metal products.............. 9,352 8,747 7,949
Corporate................................................ 280 283 274
-------- -------- --------
$ 10,230 $ 9,719 $ 8,821
======== ======== ========
</TABLE>

22
<PAGE> 25

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

CONTENTS

Report of Independent Public Accountants for the Myers Industries, Inc.
Employee Stock Purchase Plan

Financial Statements for the Myers Industries, Inc. Employee Stock Purchase
Plan:

(1) Statements of Assets Available for Plan Benefits as of December
31, 1996 and 1995; and

(2) Statements of Changes in Assets Available for Plan Benefits for
the Years Ended December 31, 1996, 1995 and 1994.

Notes to Financial Statements for the Myers Industries, Inc. Employee Stock
Purchase Plan

23
<PAGE> 26

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Myers Industries, Inc. Employee
Stock Purchase Plan Administrator:

We have audited the accompanying statements of assets available for plan
benefits of the Myers Industries, Inc. Employee Stock Purchase Plan as of
December 31, 1996 and 1995, and the related statements of changes in assets
available for plan benefits for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the Plan
Administrator. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets available for plan benefits of the Myers
Industries, Inc. Employee Stock Purchase Plan as of December 31, 1996 and 1995,
and the changes in its assets available for plan benefits for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Cleveland, Ohio,
February 10, 1997

24
<PAGE> 27

MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Receivable from Trustee......................................... $84,687 $77,531
======= =======
(Myers Industries, Inc.)
</TABLE>

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Contributions:
Participants' contributions beginning of period......... $ 77,531 $ 82,563 $ 77,438
Participants' contributions during the period........... 322,503 305,000 299,007
Assets Available for Stock Purchases.................... 400,034 387,563 376,445
Less:
Assets Used for Stock Purchases......................... (315,347) (310,032) (293,882)
--------- --------- ---------
Assets Available for Plan Benefits at End of Period..... $ 84,687 $ 77,531 $ 82,563
========= ========= =========
</TABLE>

See the accompanying notes to financial statements.

25
<PAGE> 28

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

1. DESCRIPTION OF PLAN

The following description of the Myers Industries, Inc. Employee Stock
Purchase Plan ("Stock Plan") provides only general information. Participants
should refer to the Plan Agreement and Prospectus for the Stock Plan for a more
complete description of the Plan's provisions.

(a) GENERAL. The shareholders of the Company approved the adoption of a
nonqualified Employee Stock Purchase Plan at the April 28, 1986 Annual Meeting.
The Stock Plan is designed to encourage, facilitate and provide employees with
an opportunity to share in the favorable performance of the Company through
ownership of the Company's Common Stock. The total number of shares of the
Common Stock which may be sold under the Stock Plan is currently limited to
188,176 shares.

(b) PURPOSE. The purpose of the Stock Plan is to provide employees
(including officers) of the Company and its subsidiaries with an opportunity to
purchase Common Stock through payroll deductions.

(c) ADMINISTRATION. The Stock Plan is administered by a committee
appointed by the Board of Directors. All questions of interpretation or
application of the Stock Plan are determined by the Board of Directors (or its
appointed committee) and its decisions are final, conclusive and binding upon
all participants.

(d) ELIGIBILITY AND PARTICIPATION. Any permanent employee (including an
officer) who has been employed for at least one calendar year by the Company, or
its subsidiaries who have adopted the Stock Plan, is eligible to participate in
the Stock Plan, provided that such employee is employed by the Company on the
date his participation is effective and subject to limitations on stock
ownership described in the Stock Plan. Eligible employees become participants in
the Stock Plan by delivering to the Company a subscription agreement authorizing
payroll deductions prior to the commencement of the applicable offering period.

(e) OFFERING DATES. The Stock Plan is generally implemented by one
offering during each calendar quarter. Offering periods commence on the last day
of each calendar quarter. The Board of Directors has the power to alter the
duration of the offering periods without shareholder approval.

(f) PURCHASE PRICE. The price at which shares may be purchased in an
offering under the Stock Plan is 90% of the fair market value of the Common
Stock on the last day of the prior calendar quarter. The fair market value of
the Common Stock on a given date is the closing price for that date as listed on
the American Stock Exchange.

(g) PAYROLL DEDUCTIONS. The purchase price of the shares to be acquired
under the Stock Plan will be accumulated by payroll deductions over the offering
period. The rate of deductions may not be less than five dollars ($5.00) per
week or exceed 10% of a participant's compensation, and the aggregate of all
payroll deductions during the offering may not exceed 10% of the participant's
aggregate compensation for the offering period. A participant may discontinue
his participation in the Stock Plan or may decrease or increase the rate of
payroll deductions at any time during the offering period by filing with the
Company a new authorization for payroll deductions.

All payroll deductions made for a participant are credited to their account
under the Stock Plan and are deposited with the general funds of the Company to
be used for any corporate purpose. The amount by which an employee's payroll
deductions exceed the amount required to purchase whole shares will be placed in
a suspense account for the employee with no interest thereon and rolled over
into the next offering period.

(h) WITHDRAWAL. A participant in the Stock Plan may terminate his interest
in a given offering in whole, but not in part, by giving written notice to the
Company of his election to withdraw at any time prior to the end of the
applicable offering period. Such withdrawal automatically terminates the
participant's interest in that offering, but does not have any effect upon such
participant's eligibility to participate in subsequent offerings under the Stock
Plan.

26
<PAGE> 29

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(i) TERMINATION OF EMPLOYMENT. Termination of a participant's employment
for any reason, including retirement or death, cancels his or her participation
in the Stock Plan immediately.

(j) NONASSIGNABILITY. No rights or accumulated payroll deductions of an
employee under the Stock Plan may be pledged, assigned, transferred or otherwise
disposed of in any way for any reason, other than on account of death. Any
attempt to do so may be treated by the Company as an election to withdraw from
the Stock Plan.

(k) AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may at
any time amend or terminate the Stock Plan. Except as provided above, no
amendment may be made to the Stock Plan without prior approval of the
shareholders if such amendment would increase the number of shares reserved
under the Stock Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, materially modify the eligibility requirements or
materially increase the benefits which may accrue to participants under the
Stock Plan.

(l) TAXATION. Participants in the Stock Plan, which is nonqualified for
federal income tax purposes, are taxed currently on the 10% discount in the
purchase price granted by the Stock Plan in the year in which stock is
purchased. The 10% discount is treated as ordinary income to the participant and
that amount is currently deductible by the Company to the extent the
participant's total compensation from the Company is within the "reasonable
compensation" limits imposed by Section 162 of the Internal Revenue Code of
1986, as amended.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF PRESENTATION. The accompanying statements of assets available
for plan benefits and statements of changes in assets available for plan
benefits are prepared on the accrual basis of accounting.

(b) ADMINISTRATIVE EXPENSES. Administrative costs and expenses are
absorbed by the Trustee.

27
<PAGE> 30

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information about the directors of the Registrant, see "Election of
Directors" on pages 3 through 7 of Registrant's Proxy Statement dated March 21,
1997 ("Proxy Statement"), which is incorporated herein by reference.

Information about the Executive Officers of Registrant appears in Part I of
this Report.

Disclosures by the Registrant with respect to compliance with Section 16(a)
appear on page 7 of the Proxy Statement, and are incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

See "Executive Compensation and Other Information" on pages 8 through 12 of
the Proxy Statement, which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Principal Shareholders" and "Election of Directors" on pages 29 and
30, and pages 3 through 7, respectively, of the Proxy Statement, which are
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Certain Relationships and Related Transactions" at page 7 of the Proxy
Statement, which is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following consolidated financial statements of the Registrant appear in
Part II of this Report:

14. (A)(1) FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF MYERS INDUSTRIES, INC. AND
SUBSIDIARIES

Report of Independent Public Accountants

Statements of Consolidated Financial Position As Of December 31, 1996
and 1995

Statements of Consolidated Income For The Years Ended December 31, 1996,
1995 and 1994

Statements of Consolidated Shareholders' Equity For The Years Ended
December 31, 1996, 1995 and 1994

Statements of Consolidated Cash Flows For The Years Ended December 31,
1996, 1995 and 1994

Notes to Consolidated Financial Statements For The Years Ended December
31, 1996, 1995 and 1994

FINANCIAL STATEMENTS FOR THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE
PLAN

Statements of Assets Available for Plan Benefits As Of December 31, 1996
and 1995

Statements of Changes in Assets Available for Plan Benefits For The
Years Ended December 31, 1996, 1995 and 1994

14. (A)(2) FINANCIAL STATEMENT SCHEDULES

Selected Quarterly Financial Data For The Years Ended December 31, 1996 and
1995

All other schedules are omitted because they are inapplicable, not
required, or because the information is included in the consolidated financial
statements or notes thereto which appear in Part II of this Report.

28
<PAGE> 31

14. (A)(3) EXHIBITS

<TABLE>
<S> <C>
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION. Reference
is made to Exhibit (3)(i) to Form 8-K filed with the Commission on May 14, 1994.
3(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF REGULATIONS. Reference is
made to Exhibit (3)(ii) to Form 8-K filed with the Commission on May 14, 1994.
10(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1982 INCENTIVE STOCK OPTION PLAN.
Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on
March 24, 1995.
10(b) MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN. Reference is made to
Exhibit 10(b) to Form 10-K filed with the Commission on March 24, 1995.
10(c) FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS. Reference is made
to Exhibit 10(c) to Form 10-K filed with the Commission on March 24, 1995.
10(d) MYERS INDUSTRIES, INC. 1992 STOCK OPTION PLAN. Reference is made to Exhibit
10(d) to Form 10-K filed with the Commission on March 24, 1995.
10(e) MYERS INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. Reference
is made to Exhibit 10(e) to Form 10-K filed with the Commission on March 24,
1995.
10(f) MYERS INDUSTRIES, INC. 1997 INCENTIVE STOCK PLAN.
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule
</TABLE>

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

<TABLE>
<CAPTION>
PLAN OR ARRANGEMENT REFERENCE LOCATION
- -------------------------------------------- --------------------------------------------
<S> <C>
Myers Industries, Inc. Amended and Restated Exhibit (10)(a) to Form 10-K for fiscal year
1982 Incentive Stock Option Plan ended December 31, 1994
Myers Industries, Inc. 1992 Stock Option Exhibit 10(d) to Form 10-K for fiscal year
Plan ended December 31, 1994
Myers Industries, Inc. 1997 Incentive Stock Exhibit 10(f) to Form 10-K for fiscal year
Plan ended December 31, 1996
</TABLE>

14.(B) REPORTS ON FORM 8-K: None

14.(C) EXHIBITS: See subparagraph 14(A)(3) above.

29
<PAGE> 32

SIGNATURES

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.

<TABLE>
<S> <C>
MYERS INDUSTRIES, INC.

Dated: March 21, 1997 /s/ GREGORY J. STODNICK
By:
-----------------------------------------------
GREGORY J. STODNICK
Vice President -- Finance and
Chief Financial Officer
</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ --------------------------------- ---------------

<S> <C> <C>
/s/ GREGORY J. STODNICK Vice President--Finance and Chief March 21, 1997
- ------------------------------------------ Financial Officer (Principal
GREGORY J. STODNICK Financial and Accounting Officer)

/s/ STEPHEN E. MYERS President, Chief Executive March 21, 1997
- ------------------------------------------ Officer and Director Principal
STEPHEN E. MYERS Executive Officer)

Director March , 1997
- ------------------------------------------
EDWIN P. SCHRANK

/s/ KARL S. HAY Director March 21, 1997
- ------------------------------------------
KARL S. HAY

/s/ MILTON I. WISKIND Senior Vice President, Secretary March 21, 1997
- ------------------------------------------ and Director
MILTON I. WISKIND

/s/ RICHARD L. OSBORNE Director March 21, 1997
- ------------------------------------------
RICHARD L. OSBORNE

/s/ SAMUEL SALEM Director March 21, 1997
- ------------------------------------------
SAMUEL SALEM

/s/ JON H. OUTCALT Director March 21, 1997
- ------------------------------------------
JON H. OUTCALT

Director March , 1997
- ------------------------------------------
RICHARD P. JOHNSTON
</TABLE>

30
<PAGE> 33

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION. Reference
is made to Exhibit (3)(i) to Form 8-K filed with the Commission on May 14, 1994.
(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF REGULATIONS. Reference is
made to Exhibit (3)(ii) to Form 8-K filed with the Commission on May 14, 1994.
10(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1982 INCENTIVE STOCK OPTION PLAN.
Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on
March 24, 1995.
(b) MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN. Reference is made to Exhibit
10(b) to Form 10-K filed with the Commission on March 24, 1995.
(c) FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS. Reference is made
to Exhibit 10(c) to Form 10-K filed with the Commission on March 24, 1995.
(d) MYERS INDUSTRIES, INC. 1992 STOCK OPTION PLAN. Reference is made to Exhibit 10(d)
to Form 10-K filed with the Commission on March 24, 1995.
(e) MYERS INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. Reference
is made to Exhibit 10(e) to Form 10-K filed with the Commission on March 24, 1995.
(f) MYERS INDUSTRIES, INC. 1997 INCENTIVE STOCK PLAN.
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule
</TABLE>

<PAGE> 1

Exhibit 10(f)

MYERS INDUSTRIES, INC.

1997 INCENTIVE STOCK PLAN

MYERS INDUSTRIES, INC.
1997 INCENTIVE STOCK PLAN

TABLE OF CONTENTS

<S> <C> <C>
I. INTRODUCTION ........................................................................................... 1

1.1 Purpose of the Plan ........................................................................... 1
1.2 Definitions ................................................................................... 1

II. ADMINISTRATION.......................................................................................... 4

2.1 Administration ................................................................................ 4
2.2 Participation ................................................................................. 4
2.3 Maximum Number of Shares Available ............................................................ 4
2.4 Adjustments ................................................................................... 5
2.5 Registration Conditions ....................................................................... 5
2.6 Committee Action .............................................................................. 5

III. STOCK OPTIONS............................................................................................6

3.1 Price...........................................................................................6
3.2 Period..........................................................................................6
3.3 Time of Exercise................................................................................6
3.4 Exercise Procedures.............................................................................6
3.5 Payment.........................................................................................6
3.6 Special Rule for Incentive Stock Options........................................................6
3.7 Reload Stock Options............................................................................7
3.8 Effect of Leaves of Absence.....................................................................7
3.9 Termination of Employment.......................................................................7

IV. GENERAL PROVISIONS ..................................................................................... 8

4.1 Amendment and Termination.......................................................................8
4.1 Government and Other Regulations .............................................................. 8
4.3 Other Compensation Plans and Programs ......................................................... 9
4.4 Miscellaneous Provisions ...................................................................... 9
4.5 Effective Date ............................................................................... 11

</TABLE>

<PAGE> 3

MYERS INDUSTRIES, INC.
1997 INCENTIVE STOCK PLAN

MYERS INDUSTRIES, INC., (the "Company") hereby adopts this 1997
Incentive Stock Plan ("Plan"), effective as of January 1, 1997, but subject to
shareholder approval at the 1997 Annual Shareholders Meeting. The number of
shares of Common Stock approved and reserved under the Plan is five hundred
thousand (500,000) shares.

I. INTRODUCTION

1.1 PURPOSE OF THE PLAN

Myers Industries, Inc., has established the Plan to further its
long-term financial success by creating the opportunity for key employees of the
Company and its Subsidiaries to receive stock-based compensation whereby they
can share in achieving and sustaining such success. The Plan also provides a
means to attract and retain the executive talent needed to achieve the Company's
long-term growth and profitability objectives.

1.2 DEFINITIONS

When used in the Plan, the following terms shall have the meanings set
forth below.

(a) "Award(s)" shall mean Incentive Stock Options, Non-Qualified Stock
Options or Reload Stock Options granted under the Plan.

(b) "Award Agreement" shall mean an agreement which shall evidence the
particular terms, conditions, rights and duties of the Company and the
Participant with respect to an Award.

(d)(i) "Change of Control" shall mean (A) the attainment of beneficial
ownership by any Person (as defined herein) of capital stock of the Company, the
voting power of which constitutes 30 percent or more of the voting power of all
of the Company's outstanding capital stock; or (B) a change in the composition
of a majority of the Board during any period of two (2) years or less, provided
that in determining such change, any Director whose election has been approved
in advance by at least two-thirds (2/3) of the Directors then in office shall
not be considered a new Director. No sale to underwriters or private placement
of capital stock by the Company, nor any acquisition by the Company, through
merger, purchase of assets or otherwise, effected in whole or in part by
issuance or reissuance of shares of its capital stock, shall constitute a Change
of Control.

(ii) For purposes of determining a Change of Control under the Plan,
the following provisions shall apply:

(A) The term "Person" shall mean any individual, corporation or
other entity.

<PAGE> 4

(B) Any Person shall be deemed to be the beneficial owner of
any shares of capital stock of the Company:

(1) which that Person owns directly, whether or not of
record,

(2) which that Person has the right to acquire pursuant
to any agreement or understanding or upon exercise
of conversion rights, warrants or options, or
otherwise,

(3) which are beneficially owned, directly or indirectly
(including shares deemed owned through application
of Paragraph (B)(2) above), by an "affiliate" or
"associate" (as defined in the rules of the
Securities and Exchange Commission) of that Person,
or

(4) which are beneficially owned, directly or indirectly
(including shares deemed owned through application
of Paragraph (B)(2) above), by any other Person with
which that Person or his "affiliate" or "associate"
has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting or
disposing of capital stock of the Company.

(C) For purposes of determining whether a Person has acquired
beneficial ownership of 30 percent or more of the Company,
the outstanding shares of capital stock of the Company
shall include shares deemed owned by such Person through
application of Paragraphs (B)(2), (B)(3) and (B)(4) above,
but shall not include any other shares which may be
issuable pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise, but
which are not actually outstanding.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Committee" shall mean the Compensation Committee of the Board, or
such other committee of the Board which shall be designated by the Board to
administer the Plan. If the Board does not designate the Compensation Committee
as the Committee, the Committee will be composed of two (2) or more persons who
are from time to time appointed to serve by the Board. Each member of the
Committee will be a "non-employee director" within the meaning of Rule 16b-3 of
the Securities Exchange Act or any successor rule, as any such rule may be
amended from time to time, and will also qualify as an "outside director" within
the meaning of Code Section 162(m). A person may be appointed to the Committee
who does not qualify as a "non-employee director" if the Committee adopts and
follows a recusal procedure which qualifies under the Section 16 Rules.

<PAGE> 5

(g) "Common Stock" shall mean the common stock of the Company, no par
value per share, and may be either stock previously authorized but unissued, or
stock reacquired by the Company.

(h) "Company" shall mean Myers Industries, Inc., and any successor in a
reorganization or similar transaction.

(i) "Director" shall mean a duly elected member of the Board.

(j) "Disability" shall mean the inability of a Participant to perform the
services normally rendered due to any physical or mental impairment that can be
expected to be of either permanent or indefinite duration, as determined by the
Committee on the basis of appropriate medical evidence, and that results in the
Participant's Termination of Employment; provided, however, that with respect to
any Participant who has entered into an employment agreement with the Company or
any of its Subsidiaries, the term of which has not expired at the time a
determination concerning Disability is to be made, Disability shall have the
meaning attributed to "permanent disability" in such employment agreement.

(k) "Fair Market Value" shall mean with respect to a given day, the
closing sales price of a share of Common Stock, as reported by such responsible
reporting service as the Committee may select, or if there were no transactions
in the Common Stock on such day, then the last preceding day on which
transactions took place. The foregoing notwithstanding, the Committee may
determine the Fair Market Value in such other manner as it may deem more
appropriate for Plan purposes or as is required by applicable laws or
regulations.

(l) "Incentive Stock Option" or "ISO" shall mean a right to purchase the
Company's Common Stock which is intended to comply with the terms and conditions
for an incentive stock option as set forth in Section 422 of the Code, or such
other sections of the Code as may be in effect from time to time.

(m) "Non-Qualified Stock Option" or "NQSO" shall mean a right to purchase
the Company's Common Stock which is not intended to comply with the terms and
conditions for a tax-qualified stock option, as set forth in Section 422 of the
Code, or such other sections of the Code as may be in effect from time to time.

(n) "Participant" shall mean an officer or full-time salaried employee
(including a Director who is also a full-time employee) of the Company or any of
its Subsidiaries who, in the judgment of the Committee, is in a position to make
a positive contribution to the management, growth and success of the Company and
is thus designated by the Committee to receive an Award.

(o) "Plan" shall mean the Company's 1997 Stock Plan, as set forth herein.

3
<PAGE> 6

(p) "Qualified Director" shall mean a Director who is both an "outside
director" within the meaning of Code Section 162(m) and a "non-employee
director" within the meaning of Rule 16b-3.

(q) "Reload Stock Option" shall mean an option granted to a Participant
who has paid for shares subject to option through the delivery of shares of
Common Stock having an aggregate Fair Market Value as determined on the date of
exercise equal to the option price.

(r) "Retirement" shall mean a Participant's Termination of Employment by
reason of retirement at his normal retirement date, pursuant to and in
accordance with a pension, retirement or similar plan or other regular
retirement practice of the Company or any of its Subsidiaries, or in accordance
with the early retirement provision(s) thereof.

(s) "Securities Act" shall mean the Securities Act of 1933, as amended.

(t) "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(u) "Subsidiaries" shall mean the majority-owned subsidiaries of the
Company.

(v) "Termination of Employment" shall mean a cessation of the
employee-employer relationship between a Participant and the Company or its
Subsidiaries for any reason.

II. ADMINISTRATION

2.1 ADMINISTRATION

The Plan shall be administered by the Committee, which, subject to the
express provisions of the Plan, shall have full and exclusive authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations deemed necessary or
advisable in the implementation and administration of the Plan; provided,
however, that subject to the express provisions hereof or unless required by
applicable law or regulation, no action of the Committee shall adversely affect
the terms and conditions of any Award made to, or any rights hereunder or under
any Award Agreement of, any Participant, without such Participant's consent. The
Committee's interpretation and construction of the Plan shall be conclusive and
binding on all persons, including the Company and all Participants.

2.2 PARTICIPATION

The Committee shall, from time to time, make the selection of
Participants and determine the Award or Awards to be granted to each
Participant. In making its determinations, the Committee may take into account
the nature of the services rendered or expected to be rendered by the respective
Participants, their present and potential contributions to the Company's
success, and such other factors as the Committee in its discretion shall deem
relevant.

<PAGE> 7

2.3 MAXIMUM NUMBER OF SHARES AVAILABLE

The maximum number of shares which may be granted under the Plan is
five hundred thousand (500,000) shares.

No Incentive Stock Options shall be granted after January 1, 2007, or
such other period required under the Code.

2.4 ADJUSTMENTS

In the event of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations, exchanges of shares, spin-offs,
liquidations, reclassifications or other similar changes in the capitalization
of the Company, the number of shares of Common Stock available for grant under
this Plan shall be adjusted proportionately or otherwise by the Board and, where
deemed appropriate, the number of shares covered by outstanding stock options
and the option price of outstanding stock options shall be similarly adjusted.
Also, in instances where another corporation or other business entity is
acquired by the Company, and the Company has assumed outstanding employee option
grants under a prior existing plan of the acquired entity, similar adjustments
are permitted at the discretion of the Committee. In the event of any other
change affecting the Common Stock reserved under the Plan, such adjustment, if
any, as may be deemed equitable by the Board, shall be made to give proper
effect to such event.

2.5 REGISTRATION CONDITIONS

Unless issued pursuant to a registration statement under the Securities
Act, no shares shall be issued to a Participant under the Plan unless the
Participant represents to and agrees with the Company that such shares are being
acquired for investment and not with a view to the resale or distribution
thereof, or such other documentation as may be required by the Company unless,
in the opinion of counsel to the Company, such representation, agreement or
documentation is not necessary to comply with the Securities Act.

Any restriction on the resale of shares shall be evidenced by an
appropriate legend on the stock certificate.

The Company shall not be obligated to deliver any Common Stock until it
has been listed on each securities exchange on which the Common Stock may then
be listed or until there has been qualification under or compliance with such
federal or state laws, rules or regulations as the Company may deem applicable.
The Company shall use reasonable efforts to obtain such listing, qualification
and compliance.

<PAGE> 8

2.6 COMMITTEE ACTION

The Committee may, through Award Agreements, limit its discretion under
this Plan. To the extent such discretion is not specifically waived in an Award
Agreement, the Committee shall retain such discretion.

III. STOCK OPTIONS

All stock options granted to Participants under the Plan shall be
evidenced by Award Agreements which shall be subject to applicable provisions of
the Plan, and such other provisions as the Committee may adopt, including the
following provisions.

3.1 PRICE

The option price per share of Non-Qualified Stock Options ("NQSOs")
shall be set by the Committee at the time of grant. The option price per share
of Incentive Stock Options ("ISOs") shall not be less than 100 percent of the
Fair Market Value of a share of Common Stock on the date of grant. If a NQSO is
to meet the requirements of Section 162(m) of the Code, it shall be issued at
Fair Market Value.

3.2 PERIOD

An ISO shall not be exercisable for a term longer than ten (10) years
from date of grant. NQSOs shall have a term as established by the Committee.

3.3 TIME OF EXERCISE

The Committee may prescribe the timing of the exercise of the stock
option and any minimums and installment provisions and may accelerate the time
at which a stock option becomes exercisable, provided that with respect to ISOs,
no such acceleration shall result in a violation of Section 3.6.

3.4 EXERCISE PROCEDURES

A stock option, or portion thereof, shall be exercised by delivery of a
written notice of exercise to the Company and payment of the full price of the
shares being purchased.

3.5 PAYMENT

The price of an exercised stock option, or portion thereof, may be paid
pursuant to Section 4.4(k).

<PAGE> 9

3.6 SPECIAL RULE FOR INCENTIVE STOCK OPTIONS

If the aggregate Fair Market Value of Common Stock with respect to
which ISOs are exercisable for the first time by a Participant during any
calendar year (under this Plan and all other plans of the Company and its
Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000), such ISOs shall
be treated as NQSOs to the extent of the excess. In applying the foregoing
limitation, ISOs shall be taken into account in the order in which they were
granted, and the Fair Market Value of Common Stock subject to such ISOs shall be
determined as of the date of grant. If such limit is exceeded in any calendar
year, the Company shall have the right to designate which shares of Common Stock
purchased pursuant to such ISOs shall be treated as having been acquired by the
Participant pursuant to an ISO.

3.7 RELOAD STOCK OPTIONS

A Reload Stock Option may be granted by the Committee in an Award
Agreement. If a reload option is granted and a stock option is exercised while
the Participant is employed by the Company and the Participant pays for the
shares subject to option through the delivery of Common Stock having an
aggregate Fair Market Value as determined on the date of exercise equal to the
option price, the Participant will be granted a Reload Stock Option on the date
of such exercise. The Award shall equal the number of whole shares of Common
Stock used to pay the purchase price, and the exercise price of the Reload Stock
Option shall equal the Fair Market Value of the Common Stock on the date of
grant. If the Company withholds shares of Common Stock to cover applicable
income and employment taxes related to the exercise of an option, then the Award
shall equal the number of whole shares of Common Stock used to pay the purchase
price less the number of shares withheld.

Subject to the provisions of this Plan, the Reload Stock Option may be
exercised between its date of grant and the date of expiration of an option.
Shares of stock acquired upon the exercise of a Reload Stock Option are
restricted from sale for two (2) years. A Reload Stock Option shall be evidenced
by an Award Agreement containing such other terms and conditions as the
Committee approves. No Reload Stock Option shall be granted with respect to a
stock option exercised after the Participant's Retirement, Disability, death or
other Termination of Employment.

3.8 EFFECT OF LEAVES OF ABSENCE

It shall not be considered a Termination of Employment when a
Participant is placed by the Company or any of its Subsidiaries on military
leave, sick leave or other bona fide leave of absence. In case of such leave of
absence, the employment relationship for Plan purposes shall be continued until
the later of the date when such leave of absence equals ninety (90) days or when
the Participant's right to reemployment with the Company or any of its
Subsidiaries shall no longer be guaranteed either by statute or contract.

<PAGE> 10

3.9 TERMINATION OF EMPLOYMENT

In the event of Termination of Employment, the following provisions
shall apply with respect to ISOs and NQSOs unless waived by the Committee, or as
otherwise specifically provided in the Award Agreement.

(a) TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. NQSOs and ISOs
shall be exercisable for a period equal to the lesser of five (5)
years or the remaining option term; provided, however, that if the
Participant elects to exercise his ISOs (i) later than three (3)
months after the date of his Termination of Employment due to
Retirement or (ii) twelve (12) months after the date of his
Termination of Employment due to Disability, such ISOs shall be
treated as NQSOs under the Code for purposes of calculating the
federal income tax applicable as a result of the exercise of such
ISOs and the subsequent disposition of the acquired shares.

(b) OTHER TERMINATION. If a Participant's employment with the Company
or any of its Subsidiaries is terminated for any reason other
than death, Disability or Retirement, all Awards under this Plan
shall be immediately canceled, except that if the termination is
by the Company or any of its Subsidiaries or for any reason
other than misconduct or misfeasance, the Participant shall have
thirty (30) days thereafter within which to exercise his options
to the extent that the options are otherwise exercisable
immediately prior to such termination; and further, if such
termination is attributable to a Change of Control, such Award
shall not be canceled but shall continue as though the
Participant remained in the employ of the Company or any of its
Subsidiaries during the remaining option term of the Award.

(c) LIMITATIONS ON EXERCISE. Notwithstanding the foregoing, the
Committee may rescind the right to exercise stock options
following Termination of Employment if the Participant has been
found to be directly or indirectly engaged in any activity which
is in competition with the Company or any of its Subsidiaries or
is otherwise adverse to, or not in the best interest of, the
Company or any of its Subsidiaries. Further, no option agreement
for ISOs may extend their exercise period beyond the time allowed
by the Code.

IV. GENERAL PROVISIONS

4.1 AMENDMENT AND TERMINATION

The Board may, at any time and from time to time, suspend or terminate
the Plan in whole or amend it from time to time in such respects as the Board
may deem appropriate, subject, however, to the regulatory requirements of
Section 16(b) of the Securities Exchange Act and the requirements of the Code.

<PAGE> 11

4.2 GOVERNMENT AND OTHER REGULATIONS

The obligation of the Company to issue Awards under the Plan shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any government agencies as may be required.

4.3 OTHER COMPENSATION PLANS AND PROGRAMS

The Plan shall not be deemed to preclude the implementation by the
Company and its Subsidiaries of other compensation plans or programs which may
be in effect from time to time.

4.4 MISCELLANEOUS PROVISIONS

(a) NO RIGHT TO CONTINUE EMPLOYMENT. Nothing in the Plan or in any
Award or Award Agreement confers upon any Participant the right to continue in
the employ of the Company or its Subsidiaries or interferes with or restricts in
any way the rights of the Company or its Subsidiaries to discharge any
Participant at any time for any reason whatsoever, with or without cause.

(b) NON-TRANSFERABILITY. No right or interest of any Participant in any
Award under the Plan shall be (i) assignable or transferable, except by will or
the laws of descent and distribution or a valid beneficiary designation made in
accordance with procedures established by the Committee, or (ii) liable for, or
subject to, any lien, obligation or liability. An ISO may be exercised only by
the Participant during his lifetime, by his estate or by the person who acquires
the right to exercise such option by bequest or inheritance.

(c) DESIGNATION OF BENEFICIARY. A Participant, in accordance with
procedures established by the Committee, may designate a person or persons to
receive, in the event of the Participant's death, (i) any payments with respect
to which the Participant would then be entitled, and (ii) the right to continue
to participate in the Plan to the extent of such Participant's outstanding
Awards. Such designation shall be made upon forms supplied by and delivered to
the Company and may be revoked in writing.

(d) WITHHOLDING TAXES. The Company's obligation to deliver shares of
Common Stock or cash upon the exercise of stock options granted will be subject
to the satisfaction by the Participant of all applicable federal, state and
local income tax and employment tax withholding requirements. The Committee (or
plan administrator) may, in its discretion and in accordance with any applicable
tax or securities laws (including the applicable safe-harbor provisions of
Securities and Exchange Commission Rule 16b-3), provide any or all holders of
NQSOs under the Plan, with the right to use shares of the Company's Common Stock
in satisfaction of all or part of the federal, state and local income tax and
employment tax liabilities incurred by such holders in connection with the
exercise of their options or the vesting of their shares (the "Taxes"). Such
right may be provided to any such option holder in either or both of the
following formats:

<PAGE> 12

(i) STOCK WITHHOLDING. The holder of the NQSO may be provided with
the election to have the Company withhold, from the shares of
Common Stock otherwise issuable upon the exercise of such
NQSO, a portion of those shares with an aggregate fair market
value not to exceed one hundred percent (100%) of the
applicable Taxes.

(ii) STOCK DELIVERY. The holder of the NQSO may be provided with
the election to deliver to the Company, at the time the NQSO
is exercised, one (1) or more shares of Common Stock
previously acquired by such individual (other than in
connection with the option exercise triggering the Taxes) with
an aggregate fair market value equal to the designated
percentage (up to 100% as specified by the option holder) of
the Taxes incurred in connection with such option exercise.

(e) PLAN EXPENSES. Any expenses of administering the Plan shall be
borne by the Company.

(f) CONSTRUCTION OF PLAN. The interpretation of the Plan and the
application of any rules implemented hereunder shall be determined solely in
accordance with the laws of the State of Ohio.

(g) UNFUNDED PLAN. The Plan shall be unfunded, and the Company shall
not be required to segregate any assets which may at any time be represented by
Awards. Any liability of the Company to any person with respect to an Award
under this Plan shall be based solely upon any obligations which may be created
by this Plan; no such obligation of the Company shall be deemed to be secured by
any pledge or other encumbrance on any property of the Company.

(h) BENEFIT PLAN COMPUTATIONS. Any benefits received or amounts paid to
a Participant with respect to any Award granted under the Plan shall not have
any effect on the level of benefits provided to or received by any Participant,
or the Participant's estate or beneficiary, as part of any employee benefit plan
(other than the Plan) of the Company.

(i) PRONOUNS, SINGULAR AND PLURAL. The masculine may be read as
feminine, the singular as plural and the plural as singular as necessary to give
effect to the Plan.

(j) MAXIMUM ANNUAL GRANT. In no event shall any one individual
participating in the Plan, be granted stock options for more than one and
one-half percent (1.5%) of the total outstanding shares of Common Stock of the
Company, in the aggregate, in any calendar year.

(k) PAYMENT. The exercise price will be payable in one of the
alternative forms specified below:

(i) full payment in cash or check made payable to the Company's
order; or

(ii) full payment in shares of Common Stock held for the
requisite period necessary to avoid a charge to the
Company's reported earnings and valued at fair market value
on the Exercise Date (as such term is defined below); or

<PAGE> 13

(iii) full payment in a combination of shares of Common Stock
held for the requisite period necessary to avoid a charge to
the Company's reported earnings and valued at fair market
value on the Exercise Date and cash or check payable to the
Company's order; or

(iv) full payment through a sale and remittance procedure
pursuant to which the Participant will provide irrevocable
written directives to a designated brokerage firm to effect
the immediate sale of the purchased shares and remit to the
Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares and shall
concurrently provide written instructions to the Company to
deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale
transaction.

For purposes of this subsection, the "Exercise Date" will be the date
on which written notice of the option exercise is delivered to the Company, and
the fair market value per share of Common Stock on any relevant date shall be
determined in accordance with the provisions of the Plan. Except to the extent
the sale and remittance procedure specified above is utilized for the exercise
of the option, payment of the option price for the purchased shares must
accompany the exercise notice.

4.5 EFFECTIVE DATE

The Plan will become effective as of January 1, 1997, upon approval by
shareholders of the Company. The Plan and all outstanding Awards shall remain in
effect until all outstanding Awards have been exercised, expired or canceled.

<PAGE> 1

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

<TABLE>
<CAPTION>
SUBSIDIARY NAME JURISDICTION
<S> <C>
Ameri-Kart Corp. Kansas
Buckhorn Inc. Delaware
-BKHN Inc. Ohio
-Buckhorn Rubber Products Inc. Missouri
-Buckhorn Material Handling Group Inc. Ohio
Eastern Tire Equipment & Supplies Limited Quebec, Canada
Elrick Industries, Inc. California
The James C. Heintz Company Ohio
MICO, Inc. Ohio
Midland Tire Supply, Inc. Indiana
MYEcap Financial Corp. Ohio
Myers International, Inc. Ohio
Myers Systems, Inc. Ohio
Myers Tire Supply (Canada) Limited Ontario, Canada
Myers Tire Supply (Chicago), Inc. Illinois
Myers Tire Supply (New York), Inc. New York
Myers Tire Supply (Nevada), Inc. Nevada
Myers Tire Supply (Va.), Inc. Virginia
Patch Rubber Company North Carolina
Plastic Parts Inc. Kentucky
</TABLE>

<PAGE> 1
EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our reports included and incorporated by reference in this Form 10-K, into the
Company's previously filed Registration Statements on Form S-8 (Registration
Statement Nos. 81693, 33-9038 and 33-47600) and Registration Statement on Form
S-3 (Registration Statement No. 33-50286).

ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Cleveland, Ohio
March 21, 1997

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,600,349
<SECURITIES> 0
<RECEIVABLES> 59,817,506
<ALLOWANCES> 2,213,000
<INVENTORY> 39,830,352
<CURRENT-ASSETS> 106,309,880
<PP&E> 150,060,430
<DEPRECIATION> 69,400,497
<TOTAL-ASSETS> 207,121,727
<CURRENT-LIABILITIES> 36,853,013
<BONDS> 0
<COMMON> 10,659,714
0
0
<OTHER-SE> 151,785,277
<TOTAL-LIABILITY-AND-EQUITY> 207,121,727
<SALES> 320,943,771
<TOTAL-REVENUES> 320,943,771
<CGS> 219,152,386
<TOTAL-COSTS> 255,322,864
<OTHER-EXPENSES> 29,720,351
<LOSS-PROVISION> 2,213,000
<INTEREST-EXPENSE> 285,290
<INCOME-PRETAX> 35,615,266
<INCOME-TAX> 14,612,000
<INCOME-CONTINUING> 21,003,266
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,003,266
<EPS-PRIMARY> 1.24
<EPS-DILUTED> 1.24

</TABLE>