<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MYERS INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
MYERS INDUSTRIES, INC. LOGO
- --------------------------------------------------------------------------------
1293 South Main Street - Akron, Ohio 44301
- --------------------------------------------------------------------------------
March 20, 1998
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on April 30, 1998, at 9:00 A.M. at the Company's offices, 1293 South Main
Street, Akron, Ohio 44301.
In addition to the election of directors and the ratification of the
appointment of the independent certified public accountants, a proposal to amend
the Employee Stock Purchase Plan will be presented to the shareholders at the
Annual Meeting. Enclosed with this letter is a Notice of Annual Meeting together
with a Proxy Statement which contains information with respect to the nominees
for director and for each of the proposals.
We believe the proposals discussed in the Proxy Statement are very important
to the Company and the shareholders. It is very important that your shares be
voted, and we hope that you will be able to attend the Annual Meeting. IN EITHER
CASE, WE URGE YOU TO EXECUTE AND RETURN THE ENCLOSED FORM OF PROXY AS SOON AS
POSSIBLE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON.
SINCERELY,
/S/ STEPHEN E. MYERS
-------------------------------------
STEPHEN E. MYERS
President and Chief Executive Officer
<PAGE> 3
MYERS INDUSTRIES, INC. LOGO
- --------------------------------------------------------------------------------
1293 South Main Street - Akron, Ohio 44301
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------
TO BE HELD APRIL 30, 1998
- --------------------------------------------------------------------------------
The Annual Meeting of Shareholders of Myers Industries, Inc., an Ohio
corporation
("Myers" or "Company"), will be held at the Company's offices, 1293 South Main
Street, Akron, Ohio 44301, on April 30, 1998, at 9:00 A.M. (local time), for the
following purposes:
1. To elect nine directors.
2. To approve the amendment to the Myers Industries, Inc. Employee Stock
Purchase Plan.
3. To ratify the appointment of Arthur Andersen LLP, independent public
accountants, as auditors for 1998.
4. To transact such other business as may properly come before the meeting or
any adjournments thereof.
The Board of Directors has fixed the close of business on March 13, 1998, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. All shareholders are cordially invited to attend
the meeting in person. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE.
By Order of the Board of Directors,
/s/ MILTON I. WISKIND
-------------------------------
MILTON I. WISKIND
Secretary
Akron, Ohio
March 20, 1998
THE 1997 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS NOTICE
<PAGE> 4
MYERS INDUSTRIES, INC.
------------------
PROXY STATEMENT
------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Myers Industries, Inc., an Ohio corporation, of the
accompanying proxy to be voted at the Annual Meeting of Shareholders to be held
on April 30, 1998, at 9:00 A.M. (local time), and at any adjournment thereof.
Shares represented by duly executed proxies in the accompanying form received by
the Board of Directors prior to the meeting will be voted at the meeting. A
shareholder who signs and returns a proxy in the accompanying form may revoke it
prior to or at the meeting by giving notice to the Secretary.
The close of business on March 13, 1998, has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting. On that date Myers had outstanding 18,283,519 shares of common stock,
without par value ("Common Stock"), each of which is entitled to one vote. For
information concerning principal shareholders, see the section headed"Principal
Shareholders" below.
Under Ohio law, the Company's Amended and Restated Articles of Incorporation
and its Code of Regulations, if a quorum is present at the meeting, the nominees
for election as directors who receive a plurality of votes will be elected as
directors. An abstention from voting any share, or a broker non-vote with
respect to the election of any nominee for director, will not affect the
election of directors.
Proposal Nos. 2 (amendment of the Myers Industries, Inc. 1998 Employee Stock
Purchase Plan) and 3 (Ratification of Auditors) must be approved by the
affirmative vote of the holders of a majority of the shares of the Company's
Common Stock, present in person or represented by proxy at the Annual Meeting,
assuming a quorum is present. An abstention from voting any share will have the
practical effect of a vote against the proposals. A broker non-vote with respect
to these proposals will not affect the proposals.
A majority of the outstanding shares of Common Stock constitutes a quorum.
Properly executed proxies that are marked "abstain," or are held in "street
name" by brokers, and are not voted on one or more particular items (if
otherwise voted on at least one item) will be counted for purposes of
determining whether a quorum has been achieved at the Annual Meeting.
The mailing address of the principal executive offices of Myers is 1293 South
Main Street, Akron, Ohio 44301. This Proxy Statement, together with the related
proxy card and Myers' 1997 Annual Report to Shareholders, is being mailed to the
shareholders of Myers on or about March 20, 1998.
2
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Set forth below for each nominee for election as a director and for each
director whose term shall continue after the Annual Meeting of Shareholders is a
brief statement, including the age, principal occupation and business experience
during the past five years, and the number of shares of Common Stock
beneficially owned by such director. The Board of Directors has nominated the
persons listed below as nominees, all of whom presently are directors of Myers.
If any nominee should become unavailable for any reason, it is intended that
votes will be cast for a substitute nominee designated by the Board of
Directors. The Board of Directors has no reason to believe that the nominees
named will be unable to serve if elected. The nominees receiving the greatest
number of votes cast by shareholders by proxy or in person at the meeting, a
quorum being present, shall be elected. A majority of the outstanding shares of
Common Stock constitutes a quorum. Proxies cannot be voted for a greater number
of nominees than the number named in the Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOLLOWING NOMINEES:
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED(1,2) CLASS(1)
---- --- --------------------- ------------ --------
<S> <C> <C> <C> <C>
Keith A. Brown 46 President of Chimera Corporation, 1,000
Westlake, Ohio, a management holding
company; Director of US Gypsum
Corporation, Chicago, Illinois, a
manufacturer of gypsum paneling
products; Director of Morgan
FunShares, Inc., Cleveland, Ohio, a
mutual fund company. Served as
director since 1997.
Karl S. Hay 70 Of Counsel, the law firm of Brouse & 14,995(3)
McDowell, Akron, Ohio. Served as
director since 1969.
Richard P. Johnston 67 Chairman of the Board of Merbanco, 3,743(3,9)
Inc., Jackson Hole, Wyoming, an
investment banking firm; Director of
AGCO, Inc., Duluth, Georgia, a
manufacturer and distributor of
agricultural equipment; Director of
Royal Precision Inc., Phoenix,
Arizona, a manufacturer of golf club
shafts, grips and athletic headwear.
Served as a director since 1992.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED(1,2) CLASS(1)
---- --- --------------------- ------------ --------
<S> <C> <C> <C> <C>
Stephen E. Myers 54 President and Chief Executive Officer 1,664,048(4,5,8) 9.1%
of the Company; Director of FirstMerit
Corporation, Akron, Ohio, a bank
holding company, and Director, Reko
International Group, Inc., Windsor,
Ontario Canada, a manufacturer of
tooling and molds. Served as director
since 1972.
Richard L. Osborne 60 Executive Dean, Weatherhead School of 6,827(3)
Management, Case Western Reserve
University, Cleveland, Ohio; Director
of Ohio Savings Financial Corporation,
Cleveland, Ohio, a savings and loan
holding company; Director of NCS
Healthcare, Inc., Beachwood, Ohio, a
provider of pharmacy services to long-
term care institutions; Director of
New Horizons Worldwide, Inc.,
Morganville, New Jersey, an operator
and franchiser of computer training
services. Served as director since
1978.
Jon H. Outcalt 61 Chairman of NCS Healthcare, Inc., 10,272(3,6)
Beachwood, Ohio, a provider of
pharmacy services to long-term care
institutions; Chairman and Chief
Executive Officer of Aberdeen Group,
Inc., Beachwood, Ohio, an investment
holding company; Director of Ohio
Savings Financial Corporation,
Cleveland, Ohio, a savings and loan
holding company. Served as director
since 1984.
Samuel Salem 74 Formerly served as a Vice President of 9,316(3)
GenCorp, Inc., Akron, Ohio, a
technology-based company in aerospace,
automotive and related polymer
products; formerly served as President
of DiversiTech General, Inc., a
subsidiary of GenCorp. Served as
director since 1989.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED(1,2) CLASS(1)
---- --- --------------------- ------------ --------
<S> <C> <C> <C> <C>
Edwin P. Schrank 71 Formerly served as a Director of 25,049(3)
McNeil Corporation, Akron, Ohio, a
manufacturer of industrial equipment;
formerly served as Chairman and
President of McNeil Akron, Inc.,
Akron, Ohio (and its predecessor
company), a manufacturer of machinery;
formerly affiliated with Portage
Machine Company, Akron, Ohio as
General Manager; formerly performed
consulting services for Integrated
Corporation, Cleveland, Ohio. Served
as director since 1971.
Milton I. Wiskind 72 Senior Vice President and Secretary of 428,699(7) 2.3%
the Company. Served as director since
1972.
</TABLE>
- ---------------
(1) Number of shares beneficially owned is reported as of February 2, 1998.
Unless otherwise indicated, none of the directors beneficially owns one
percent or more of the outstanding shares of Myers Common Stock.
(2) All directors and executive officers as a group (10 persons) beneficially
owned 2,184,807 shares of Common Stock as of February 2, 1998. This
represents approximately 11.9% of the outstanding shares of Common Stock as
of that date.
(3) Includes shares which the non-employee nominee or director has a right to
acquire by exercising options granted under the 1992 Stock Plan.
(4) Stephen E. Myers serves as a trustee of the Louis S. and Mary Myers
Foundation which holds 193,814 shares of Common Stock. By virtue of his
position as trustee of the Foundation, Mr. Myers is deemed to beneficially
own such shares which, when excluded from the other shares he is deemed to
beneficially own, decreases the percentage of shares beneficially owned by
him, and all officers and directors as a group, to 8.0% and 10.9%,
respectively.
(5) Includes 85,954 shares of Common Stock held by Stephen E. Myers as trustee
and/or custodian for certain grandchildren of Louis S. Myers, 3,126 shares
of Common Stock owned by Stephen E. Myers' spouse (for which Mr. Myers
disclaims beneficial ownership) and 10,935 shares of Common Stock issuable
under stock options exercisable within 60 days.
(6) Includes 7,529 shares of Common Stock held by Federal Process Company of
which Mr. Outcalt is Chairman and a director, and as such has the power to
vote and invest such shares. Mr. Outcalt is a controlling shareholder of
Federal Process Company.
(7) Includes 88,657 shares of Common Stock held by Mr. Wiskind's spouse, 90,259
shares of Common Stock held by Mr. Wiskind as trustee of trusts for his
children, 7,032 shares of Common Stock held by Mr. Wiskind as trustee of
trusts for his grandchildren, 96,250 shares of Common Stock held within the
Milton Wiskind Family Limited Partnership and 6,776 shares of Common Stock
issuable under stock options exercisable within 60 days.
(8) Stephen E. Myers serves as a trustee of the Semantic Foundation Inc. which
holds 22,660 shares of Common Stock. By virtue of his position as trustee of
the Foundation, Mr. Myers is deemed to beneficially own such shares which,
when excluded from the other shares he is deemed to beneficially
5
<PAGE> 8
own, decreases the percentage of shares beneficially owned by him, and all
officers and directors as a group, to 9.0% and 11.8%, respectively.
(9) Richard P. Johnston serves as a trustee of the Johnston Family Charitable
Remainder Trust which holds 1,000 shares of Common Stock.
There are, and during the past five years there have been, no legal
proceedings material to an evaluation of the ability of any director or
executive officer of Myers to act in such capacity or concerning his integrity.
COMMITTEES
The Board of Directors of Myers has several committees and has appointed
members to such committees since the 1997 Annual Meeting of Shareholders.
The Audit Committee of the Board of Directors is composed of Karl S. Hay, Jon
H. Outcalt and Edwin P. Schrank. The functions of this Committee, which met
twice in 1997, are to recommend engaging and/or discharging the independent
auditor, directing and supervising special investigations, reviewing the results
of the audit engagement and procedures for internal control, determining
independence of the auditor and reviewing the Company's system of internal
accounting controls.
The Compensation Committee recommends to the Board of Directors plans,
programs or benefits relating to executive and key personnel compensation,
including incentive compensation, and approves salary adjustments and awards in
those areas. The Committee recommends to the Board of Directors individuals who
the Committee believes are "key employees" and deserving of grants of stock
options under the 1992 Stock Option Plan ("1992 Plan") and the 1997 Stock Plan
("1997 Plan") (collectively "Stock Plans"), in addition to administering the
Stock Plans. The Compensation Committee, which met once in 1997, had as its
members in 1997, Richard L. Osborne, Jon H. Outcalt and Samuel Salem.
There were a total of six regularly scheduled and special meetings of the
Board of Directors in 1997. During 1997, all directors attended at least 75% of
the aggregate total number of the meetings of the Board and committees on which
they served, except Jon H. Outcalt (66%). The Board of Directors does not have a
nominating committee.
DIRECTOR COMPENSATION
Outside directors were paid an $11,000 annual retainer plus $700 for each
Board of Directors meeting attended, except for Richard L. Osborne, who is
compensated for providing consulting services to the Company. Members of
Committees are paid $700 for each meeting attended unless such meeting is held
on the same day as a meeting of the Board of Directors.
In April, 1992, the shareholders approved the 1992 Stock Plan, part of which
contains provisions for the granting of non-qualified stock options to
non-employee directors (the "Directors Plan"). Under the Directors Plan, up to
57,186 shares of Common Stock may be issued, subject to adjustment in the event
of certain corporate transactions. Each participant is awarded annually, on the
day of the Annual Meeting of Shareholders, NQSOs to purchase
6
<PAGE> 9
500 shares of Common Stock, on the condition that the Company's "Return on
Equity" as set forth in the Company's annual report to shareholders for the
immediately preceding fiscal year is equal to or greater than ten percent. The
option price per share is 100 percent of the fair market value of a share of
Common Stock on the date the option is granted.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Brouse & McDowell performed legal services for Myers in 1997.
Karl S. Hay, a director of Myers, is Of Counsel to the law firm. The amount of
Mr. Hay's interest in such fees cannot practically be determined.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Myers'
directors, officers and persons who own more than ten percent of its Common
Stock ("Section 16 Filers") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the American Stock
Exchange, Inc., and to furnish Myers with copies of all such forms they file.
Myers understands from the information provided to it by the Section 16 Filers
for 1997 that they have adhered to all filing requirements applicable to the
Section 16 Filers.
7
<PAGE> 10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation paid or accrued by Myers, to or on behalf of its chief executive
officer and each of the other most highly compensated executive officers of
Myers determined as of the end of 1997 (the "Named Executive Officers") and for
the fiscal years ended December 31, 1996 and 1995:
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION(1)
--------------------------------------------- ---------------
SECURITIES
OTHER UNDERLYING ALL
NAME AND ANNUAL OPTIONS/SARS OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION(3) OTHER COMPENSATION(4)
------------------ ---- --------- --------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 1997 $250,000 $175,000 -0- 11,000 $ 5,184
President and Chief 1996 235,417 175,000 -0- 5,500 4,917
Executive Officer 1995 200,000 175,000 -0- -0- 4,805
Milton I. Wiskind 1997 157,500 122,000 -0- 5,500 5,184
Senior Vice President 1996 140,000 122,000 -0- 3,300 4,917
1995 140,000 116,000 -0- -0- 4,805
Gregory J. Stodnick 1997 140,833 105,000 -0- 5,500 5,499
Vice President-Finance 1996 125,000 105,000 -0- 3,300 5,217
1995 125,000 100,000 -0- -0- 5,180
</TABLE>
- ---------------
(1) None of the Named Executive Officers has any restricted stock holdings. No
long-term incentive plan payouts were made in 1997.
(2) Includes amounts earned and accrued in 1997 as bonuses. A bonus is generally
awarded after the close of the fiscal year and then paid 50% in the
following fiscal year, with the balance paid in 25% increments over the next
two years.
(3) Perquisites provided to each of the Named Executive Officers, if any, do not
exceed the disclosure thresholds established under Securities and Exchange
Commission ("Commission") rules and are not included in this total.
(4) "All Other Compensation" for 1997 includes the following: (i) contributions
to the Company's Profit Sharing Plan on behalf of each of the Named
Executive Officers, as follows: Mr. Myers, $4,929; Wiskind, $4,929; and Mr.
Stodnick, $4,929; (ii) amounts paid by Myers for excess group life
insurance, and life insurance, as follows: Mr. Myers, $255; Mr. Wiskind,
$255; and Mr. Stodnick, $570; and (iii) amounts paid or accrued by Myers for
director fees, as follows: Mr. Myers, $-0-; and Mr. Wiskind, $-0-.
In 1996, the Board adopted a supplemental compensation plan for Mr. Wiskind in
recognition of his outstanding long-term service to Myers. The terms of the plan
provide that upon his retirement as an employee of the Company, he will be
entitled to receive an amount equal to $75,000 per year for ten years. The
annual payments will be paid to Mr. Wiskind's designated beneficiary in the
event he does not survive the ten-year plan period.
8
<PAGE> 11
Myers has adopted a Supplemental Executive Retirement Plan (the "SERP") which
provides certain pension benefits to a select group of management employees. In
the case of an officer of Myers the SERP provides an annual supplemental pension
benefit equal to the lesser of (i) $50,000 or (ii) $1,667.00 multipled by the
participant's Years of Service under the SERP. In the case of all other
participants in the SERP, the annual supplemental pension benefit is equal to
the lesser of (i) $30,000 or (ii) $1,000 multipled by the Participant's Years of
Service under the SERP. In either case the annual supplemental pension benefit
is payable for 10 years commencing at age 65. Credit for Years of Service under
the SERP are awarded to a participant SERP annually at the discretion of the
Compensation Committee of the Board. A SERP participant with 10 Years of Service
under the SERP may receive a reduced annual supplemental pension benefit
commencing at any time after attainment of age 55.
STOCK OPTIONS
The following table contains information concerning the grant of Stock Options
under the Stock Plans to the Named Executive Officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED
------------------------------------------------------------ ANNUAL RATES OF
NUMBER OF PERCENTAGE OF STOCK PRICE
SECURITIES TOTAL OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS/SARS EMPLOYEES IN EXERCISE OR EXPIRATION -----------------
NAME GRANTED(1) FISCAL YEAR BASE PRICE DATE 5% 10%
---- ------------ ------------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 11,000 7.35% $16.50 7/24/02 $29,086 $84,234
Milton I. Wiskind 5,500 3.68% 15.00 7/24/02 22,793 50,367
Gregory J. Stodnick 5,500 3.68% 15.00 7/24/02 22,793 50,367
</TABLE>
- ---------------
(1) The Stock Plans generally provide for granting of incentive stock options
("ISOs") and non-qualified stock options ("NQSOs") (collectively "Stock
Options"). The option price per share of ISOs must be equal to the fair
market value of a share of Common Stock on the date granted; the option
price of NQSOs may be set by the Compensation Committee ("Committee"). The
exercise period of ISOs may not be more than ten years from grant, while the
period of NQSOs may be set by the Committee. No Stock Option may be
exercised until six months after the date of grant. The purchase price of
any Stock Option must be paid upon exercise in (i) immediately available
funds, (ii) shares of Common Stock, or (iii) a combination of (i) and (ii).
In the event a participant's employment is terminated due to death,
disability or retirement, ISOs awarded remain exercisable for the maximum
period allowable under the Internal Revenue Code of 1986, as amended
("Code"), and NQSOs remain exercisable for the remainder of the option term
or five years, whichever is less. If a participant's employment is
terminated for any reason, all Stock Options granted will be canceled
immediately; provided, however, that if the Company terminates a participant
for reasons other than misconduct or misfeasance, the participant has 90
days to exercise any Stock Options; and provided further, that if
termination is attributable to a "change in control," any Stock Options
previously granted will continue for their term.
9
<PAGE> 12
OPTION EXERCISES AND HOLDINGS
The following table contains information concerning the exercise of Stock
Options under Myers' Stock Plans, and information on unexercised Stock Options
held as of the end of the fiscal year, by the Named Executive Officers:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
AT FISCAL OPTIONS AT
SHARES YEAR-END YEAR-END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- ------------- ----------------
<S> <C> <C> <C> <C>
Stephen E. Myers -0- $ -0- 8,735/15,933 $20,059/11,206
Milton I. Wiskind 1,331 6,269 5,676/ 8,569 20,185/17,916
Gregory J. Stodnick 1,331 7,267 5,676/ 8,569 20,185/17,916
</TABLE>
- ---------------
(1) Based upon the closing price reported on the American Stock Exchange for the
Common Stock of Myers on December 31, 1997.
BENEFICIAL OWNERSHIP
The following table sets forth certain information regarding the named
executives' beneficial ownership of the Common Stock of the Company as of
January 31, 1998:
<TABLE>
<CAPTION>
TITLE OF CLASS NAME OF OFFICER NUMBER OF SHARES(1) PERCENT OF CLASS(2)
-------------- --------------- ------------------- -------------------
<S> <C> <C> <C>
Common Stock Stephen E. Myers 1,664,048 9.1%
Common Stock Milton I. Wiskind 428,699 2.3%
Common Stock Gregory J. Stodnick 21,858 -0-%
</TABLE>
- ---------------
(1) The amounts shown represent the total shares owned outright by such
individuals together with shares which are issuable upon the exercise of
currently exercisable stock options. These individuals have the right to
acquire the shares indicated after their names, upon the exercise of such
stock options: Mr. Myers, 10,935; Mr. Wiskind, 6,776; and Mr. Stodnick,
6,776.
(2) Unless otherwise listed, none of the listed officers owns more than one
percent of the applicable class.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, which is composed entirely of non-employee
directors and is responsible for setting and administering the policies which
govern both annual compensation and stock option plans for Myers, has furnished
the following report on executive compensation.
The executive compensation program for the Named Executive Officers, which
includes the Chief Executive Officer, is administered by the Compensation
Committee of the Board of Directors. The Committee's function is to review the
performance of the Named Executive
10
<PAGE> 13
Officers and the performance of the Company in determining the amount and type
of compensation to be paid and awarded, including incentive compensation, and to
approve the salary adjustments and awards in these areas. In addition, the
Committee reviews and recommends plans, programs and benefits relating to
executive and key personnel compensation. The Committee's focus is on total
compensation which consists primarily of an executive's: (i) base salary, (ii)
bonus, (iii) stock options, and (iv) other benefits, such as health and pension
benefits, which are available to all employees.
Although the compensation of the Chief Executive Officer is determined
individually, the criteria and process used is the same as that used in
determining the compensation of the other Named Executive Officers.
Determination of compensation is based upon a number of important factors,
including the profit performance of the Company as a whole in relation to the
prior year, and other factors such as return on equity, net income margin and
shareholder return.
With regard to base salaries at the executive officer level, the Committee
believes the base salaries set are modest by industry standards and on an
historic basis have been infrequently adjusted. The Committee also believes that
two of the other components of compensation, the award of bonuses and stock
options, provide the Named Executive Officers with a greater incentive to
perform and to ensure that the executive's interests are closely tied to those
of the Company and its shareholders.
The amount of bonus awarded to the Chief Executive Officer and the other Named
Executive Officers for each year is a function of the profit performance of the
Company as a whole in relation to the prior year, and other factors such as
return on equity, net income margin and shareholder return. None of these
factors is given a specific weighting; instead they are considered as a whole.
In the event the Committee determines to award a bonus, the bonus for any year
is generally determined on or before March 1 of the following year and then
distributed based on a three-year partial distribution cycle. Fifty percent of
the total bonus awarded is paid in the first year and 25 percent in each of the
following two years. Any unpaid bonus may be forfeited if the executive officer
is not employed by the Company prior to the full distribution of the bonus
awarded.
The shareholder-approved Stock Plans authorize grants of options to purchase
stock, generally at current market prices, to executive officers and "key
employees." Whether options are to be granted and if so, the amounts to be
granted, are functions of the Compensation Committee. In the granting of the
stock options, in addition to the factors mentioned above, the individual Named
Executive Officer's level of responsibility and past contributions to the
Company are taken into consideration. In an effort to foster extended
employment, such as with the bonus awards, any options awarded vest at 20
percent per year over a five-year period and expire on the fifth anniversary.
Any unexercised options are forfeited if the executive leaves the Company's
employ voluntarily, or if he is terminated for just cause prior to total
vesting.
The Committee has reviewed the qualifying compensation regulations under Code
Section 162(m) as issued by the Internal Revenue Service which provide that no
federal income
11
<PAGE> 14
tax deduction is allowed for applicable employee remuneration paid by a publicly
held corporation to a covered employee to the extent that the remuneration paid
to the employee exceeds $1.0 million for the applicable taxable year, unless
certain conditions are met. Currently, remuneration is not expected to exceed
the $1.0 million base and, therefore, compensation should not be affected by the
qualifying compensation regulations.
The foregoing report has been furnished by the current members of the
Compensation Committee, being:
Richard L. Osborne Jon H. Outcalt Samuel Salem
PROPOSAL NO. 2
APPROVAL OF THE AMENDMENT OF THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE
PLAN
The Board of Directors has adopted, subject to shareholder approval, an
amendment to the Myers Industries, Inc. Employee Stock Purchase Plan (the
"Employee Plan"). The Board of Directors believes that approval of the amendment
to the Employee Plan will advance the interests of the Company by providing
eligible employees the opportunity to purchase stock in the Company.
The Company currently has only 30,526 shares available for grant and sale to
employees under the Employee Plan. The Employee Plan was approved by the
shareholders in 1986.
The Employee Plan would be amended to provide an additional 75,000 shares of
Common Stock for issuance under the Employee Plan, and to make certain
non-material administrative changes. The number of shares reserved is the amount
estimated to meet the Company's requirements for the next three years. The
remaining shares under the Employee Plan will remain available for issuance.
Shareholder approval is required under Section 423 of the Internal Revenue Code.
The Employee Plan provides employees of the Company with the opportunity to
acquire Company Common Stock on a payroll deduction basis. The Employee Plan
provides that any person who has been employed by the Company or any subsidiary
for at least 12 consecutive months is eligible to participate in the Employee
Plan ("Eligible Employee").
Eligible Employees can through payroll deduction purchase shares of the
Company Common Stock at 90% of the current market price on the closing date of
the quarter. An Eligible Employee may have up to ten percent of his compensation
deducted, however, no Eligible Employee may purchase shares exceeding $25,000 in
fair market value in any one calendar year or purchase shares if, after the
purchase, the Employee would own more than five percent of the outstanding
shares of Common Stock.
An Eligible Employee is deemed the owner of such shares and has the rights of
a shareholder and the time the shares are issued. Dividends which accrue on the
shares will be paid and distributed to the Eligible Employee.
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<PAGE> 15
The grant of right to purchase pursuant to the Employee Plan is not a taxable
event to an Eligible Employee for federal income tax purposes. Also, the
transfer of shares of Common Stock to an Eligible Employee on exercise of right
to purchase will not result in taxable income to the Eligible Employee (and no
deduction will be allowed to the Company with respect to such transfer) if the
Eligible Employee was an employee of the Company at all times from the date of
the grant of the right to purchase until three months before the purchase (the
"Employment Requirement"). In such case, the Eligible Employee's tax basis for
the shares so acquired will be equal to the purchase price at exercise. However,
if the Eligible Employee sells or otherwise disposes of the shares of Common
Stock so acquired within two years of the date of the grant or within one year
after the transfer of the shares to him (the "Required Holding Periods"), he
must report as ordinary compensation income in the year of disposition (and the
Company may deduct) the difference between the right to purchase price and the
fair market value of the shares at the time of exercise of the right to
purchase. The Eligible Employee increases his basis in the shares by the amount
he reports as ordinary income. The difference between this increased basis and
the selling price is a capital gain or loss.
If the Eligible Employee disposes of (or dies while owning) the shares after
expiration of the Required Holding Periods, the Eligible Employee must report as
ordinary compensation income in the year of disposition (or death) the lesser
of: (i) the excess of the fair market value of the shares at the time of
disposition or death over the amount paid for the shares, or (ii) the excess of
the fair market value of the shares at the time the right to purchase was
granted over the amount paid for the shares. However, the Company may not deduct
this amount. The Eligible Employee may increase the basis of his shares by the
amount which he is required to report as ordinary compensation income upon
disposition. The difference between this increased basis and the selling price
of such shares is a capital gain or loss.
The Board of Directors adopted the Employee Plan on March 28, 1986 and it was
approved by the shareholders in April, 1986. The Employee Plan provides that the
Board of Directors may from time to time alter, amend, suspend or terminate the
Employee Plan; provided, however, that the Board may not (i) change the number
of shares reserved under the Employee Plan except for adjustments necessitated
by capital changes as described above, (ii) extend the duration of the Employee
Plan, (iii) extend the exercise period for purchasing shares, (iv) change the
purchase price of shares, (v) change the eligibility requirements, or (vi) make
any other changes that would adversely affect the terms and conditions of any
outstanding rights of an Eligible Employee without the Eligible Employee's
consent.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the shares of the Company
Common Stock present in person or represented by proxy at the Annual Meeting, a
quorum being
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<PAGE> 16
present, is required for the approval of the amendment to the Employee Plan. A
majority of the outstanding shares of Common Stock constitutes a quorum.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE
EMPLOYEE STOCK PURCHASE PLAN.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on Myers' Common Stock against the
cumulative return of the S&P 500 Index and a Peer Group for the period of five
fiscal years commencing January 1, 1993 and ended December 31, 1997.(1)
<TABLE>
<CAPTION>
Measurement Period Myers
(Fiscal Year Covered) Industries S&P 500 Peer Group(2)
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 133.30 110.08 116.33
1994 87.03 111.53 104.57
1995 113.17 153.45 108.41
1996 117.89 188.68 106.03
1997 132.67 251.63 124.87
</TABLE>
- ---------------
(1) Assumes that the value of the investment in Myers Common Stock, each Index
and the Peer Group was $100 on December 31, 1992 and that all dividends were
reinvested.
(2) The Peer Group consists of the following public companies: Applied
Industrial Technologies, Inc., Bandag, Incorporated, Echlin Inc., General
Housewares Corp., Rubbermaid Incorporated, Home Products International Inc.,
Snap-On Tools Corporation and The Standard Products Company. The Peer Group
was selected in good faith on a line-of-business basis and the returns of
each component issuer of the group is weighted using the beginning of period
market capitalization as required by the Commission. The following changes
were made to the Peer Group from that reported in 1997: Bearings Inc. has
changed its name to Applied Industrial Technologies, Inc. and Home Products
International, Inc. is the parent of Selfix, Inc. which was deleted.
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<PAGE> 17
PRINCIPAL SHAREHOLDERS
The following table describes the beneficial ownership of Common Stock of each
person who was known by Myers to be the beneficial owner of more than five
percent of the total shares issued and outstanding on February 1, 1998. Under
rules and regulations promulgated by the Commission, a person is deemed to be
the "beneficial owner" of all the shares with respect to which he has or shares
voting power or investment power, regardless of whether he is entitled to
receive any economic benefit from his interest in the shares. As used herein,
the term "voting power" means the power to vote or to direct the voting of
shares and "investment power" means the power to dispose of or to direct the
disposition of shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP % OF CLASS
------------------- -------------------- ----------
<S> <C> <C>
Stephen E. Myers(1) 1,664,048 9.1%
1293 South Main Street
Akron, Ohio 44301
Mary S. Myers(2) 2,976,862 16.3%
1293 South Main Street
Akron, Ohio 44301
</TABLE>
- ---------------
(1) Stephen E. Myers serves as a trustee of the Louis S. and Mary Myers
Foundation which holds 193,814 shares of Common Stock. By virtue of his
position as trustee of the Foundation, Mr. Myers is deemed beneficially to
own such shares which, when excluded from the other shares he is deemed
beneficially to own, decreases the percentage of shares beneficially owned
by him to 8.0%. Stephen E. Myers serves as a trustee of the Semantic
Foundation Inc. which holds 22,660 shares of Common Stock. By virtue of his
position as trustee of the Foundation, Mr. Myers is deemed to beneficially
own such shares which, when excluded from the other shares he is deemed
beneficially to own, decreases the percentage of shares beneficially owned
by him to 9.0%.
(2) Mary S. Myers serves as a trustee of the Louis S. and Mary Myers Foundation
which holds 193,814 shares of Common Stock. By virtue of her position as
trustee of the Foundation, Mrs. Myers is deemed beneficially to own such
shares which, when excluded from the information above, decreases the
percentage of shares held by her to 15.2%.
RATIFICATION OF APPROVAL OF APPOINTMENT OF AUDITORS
Arthur Andersen LLP, independent certified public accountants, have been
approved by management of the Company to examine the books and accounts of the
Company for the year 1998. They have served as the Company's independent
auditors since 1966. Management recommends that the shareholders ratify the
approval of this appointment. Ratification of this approval requires the vote of
a majority of those shares present at the meeting. A representative of Arthur
Andersen LLP will be present at the Annual Meeting. The representative will be
given the opportunity to make a statement if he desires, and it is expected that
he will be available to respond to appropriate questions.
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<PAGE> 18
SHAREHOLDER PROPOSALS
Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of Myers for its next Annual Meeting of Shareholders to
be held in 1999 may be made only by a qualified shareholder and must be received
by Myers no later than November 11, 1998.
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of Directors
of Myers, whose notice of meeting is attached to this Proxy Statement, and the
entire cost of such solicitation will be borne by Myers. In addition to the use
of the mails, proxies may be solicited by personal interview, telephone and
telegram by directors, officers and employees of Myers. Arrangements will be
made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the beneficial owners of stock held
of record by such persons, and Myers will reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.
Management of Myers has no information that other matters will be brought
before the meeting. If, however, other matters are properly presented, the
accompanying proxy will be voted in accordance with the best judgment of the
proxy holders with respect to such matters.
MILTON I. WISKIND,
Secretary
Akron, Ohio
March 20, 1998
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<PAGE> 19
PROXY
MYERS INDUSTRIES, INC. SOLICITED BY THE BOARD OF DIRECTORS
MILTON I. WISKIND and GREGORY J. STODNICK, or either of them, with full power of
substitution, are hereby authorized to represent the undersigned and to vote all
Common Stock of the undersigned in MYERS INDUSTRIES, INC. ("Company") at the
Annual Meeting of Shareholders of said Company to be held on April 30, 1998, and
any adjournment(s) thereof with respect to the following matters:
1. ELECTION OF NINE DIRECTORS.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for the proposal
(except as marked to the contrary below) to set the number or all nominees listed
below
</TABLE>
Keith A. Brown, Karl S. Hay, Richard P. Johnston, Stephen E. Myers,
Richard L. Osborne, Jon H. Outcalt, Samuel Salem, Edwin P. Schrank,
Milton I. Wiskind
(INSTRUCTION: To withhold authority to vote for the proposal to set the number
or any individual nominee write the proposal
and/or that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. To approve the amendment to the Myers Industries, Inc. Employee Stock
Purchase Plan to increase by 75,000 shares the number of shares of Common
Stock that can be issued under the Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued from other side)
3. To ratify the appointment of Arthur Andersen LLP, independent certified
public accountants, as auditors for the company for the year 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Such other business as properly may come before said meeting and any
adjournment(s) thereof, all in accordance with the notice of this meeting and
the accompanying Proxy Statement, receipt of which is acknowledged.
THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS LISTED ABOVE AND FOR THE
DIRECTORS NOMINATED BY MANAGEMENT UNLESS A CONTRARY VOTE IS INDICATED, IN WHICH
CASE THE PROXY WILL BE VOTED AS DIRECTED.
Please date, sign exactly as stenciled, and return promptly in the enclosed
envelope.
_ _ _______________________________
| |
_______________________________
DATED: __________________, 1998
|_ _|
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