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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO.1 TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):FEBRUARY 4, 1999
MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OHIO 001-08524 34-0778636
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification number)
1293 S. MAIN STREET AKRON, OHIO 44301 (330) 253-5592
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)
Correspondence to:
KEVIN C. O'NEIL
BROUSE MCDOWELL
500 First National Tower
Akron, Ohio 44308-1471
(330) 434-5207
[email protected]
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF THE MATERIAL HANDLING DIVISION OF SOMMER ALLIBERT S.A.
On December 3, 1998, Sommer Allibert S.A. ("Sommer Allibert"), a French
corporation, and Myers Industries, Inc., an Ohio corporation ("Myers" or the
"Company"), entered into an agreement whereby Myers agreed to acquire the
plastic material handling of division of Sommer Allibert, with facilities
throughout Europe and in North America. The acquisition included all of the
interests in Allibert-Contico, LLC, a Missouri limited liability company with
facilities primarily in Springfield, Missouri, part of which are being acquired
pursuant to an agreement with Contico International, Inc. On February 4, 1998,
Myers closed the transactions, following the expiration of the necessary waiting
period for regulatory approval and the satisfaction of other conditions of
closing.
The combined purchase price was approximately $200.0 million including
assumed debt. The acquisition is not expected to have a material effect on
Myers' 1999 earnings, and is expected to be accretive thereafter. The
acquisition was financed through a new $250.0 million multi-currency credit
facility.
On December 3, 1998, and February 3 and 4, 1999, Myers issued press
releases announcing the acquisition and the closing, copies of which are
included as Exhibits 99(a) through 99(c) hereto and incorporated by reference
herein.
The preceding description of the agreements are qualified in their
entirety by reference to the copies of the agreements included as Exhibits 10(a)
through 10(e) hereto, and which are incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements for the fiscal year ended December
31, 1998 required by Item 7 are not available at the time of this filing. The
combined statements of assets and liabilities at December 31, 1998, and the
combined statements of revenues and expenses and cash flows for the year ended
December 31, 1998 will be provided by amendment to this filing as soon as
practicable.
(b) Pro Forma Financial Information
As of the date of this filing, the audited financial statements for the
fiscal year ended December 31, 1998 required by Item 7 are not yet available
and, in addition, the ultimate purchase price has not yet been determined. As
a result the pro forma combined financial statements required by this Item are
not included in this filing. As soon as the audited financial statements are
available and the final purchase price is established, the pro forma combined
financial statements will be provided by amendment to this filing.
(c) Exhibits
10(a) Protocol between Myers Industries, Inc. and Allibert Holding,
SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert Transport und
Lagertechnik GmbH and Sommer Allibert, SA (English Translation)
(Incorporated by reference from Exhibit 10(a) to the Registrants
Form 8-K filed with the Commission on December 17, 1999)
10(b) Warranty Agreement between Myers Industries, Inc. and Allibert
Holding, SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert
Transport und Lagertechnik GmbH and Sommer Allibert, SA,
(English Translation)(Incorporated by reference from Exhibit
10(b) to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
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10(c) Option Agreement between Myers Industries, Inc. and Allibert
Equipement US, Inc.(Incorporated by reference from Exhibit 10(c)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(d) Sale Agreement between Myers Industries, Inc. and Contico
International, Inc.(Incorporated by reference from Exhibit 10(d)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(e) Amendment No.1 to Sale Agreement between Myers Industries, Inc.
and Contico International, Inc. (Incorporated by reference from
Exhibit 10(e) to the Registrants Form 8-K filed with the
Commission on December 17, 1999)
99(a) Text of Press Release dated December 3, 1998 issued by Myers
Industries, Inc. (Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on December
17, 1999)
99(b) Text of Press Release dated February 4, 1999 issued by Myers
Industries, Inc. (Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on February
19, 1999)
99(c) Text of Press Release dated February 3, 1999 issued by Myers
Industries, Inc. (Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on February
19, 1999)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MYERS INDUSTRIES, INC.
Dated: April 19, 1999 By: /s/ Gregory J. Stodnick
Gregory J. Stodnick, Vice President - Finance
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MYERS INDUSTRIES, INC.
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
10(a) Protocol between Myers Industries, Inc. and Allibert Holding,
SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert Transport und
Lagertechnik GmbH and Sommer Allibert, SA (English Translation)
(Incorporated by reference from Exhibit 10(a) to the Registrants
Form 8-K filed with the Commission on December 17, 1999)
10(b) Warranty Agreement between Myers Industries, Inc. and Allibert
Holding, SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert
Transport und Lagertechnik GmbH and Sommer Allibert, SA (English
Translation)(Incorporated by reference from Exhibit 10(b) to the
Registrants Form 8-K filed with the Commission on December 17,
1999)
10(c) Option Agreement between Myers Industries, Inc. and Allibert
Equipement US, Inc.(Incorporated by reference from Exhibit 10(c)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(d) Sale Agreement between Myers Industries, Inc. and Contico
International, Inc.(Incorporated by reference from Exhibit 10(d)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(e) Amendment No.1 to Sale Agreement between Myers Industries,
Inc. and Contico International, Inc. (Incorporated by reference
from Exhibit 10(e) to the Registrants Form 8-K filed with the
Commission on December 17, 1999)
99(a) Text of Press Release dated December 3, 1998 issued by Myers
Industries, Inc.(Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on December
17, 1999)
99(b) Text of Press Release dated February 4, 1999 issued by Myers
Industries, Inc. (Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on February
19, 1999)
99(c) Text of Press Release dated February 3, 1999 issued by Myers
Industries, Inc. (Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on February
19, 1999)
