<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 2 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)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Item 7(a) to the Form 8-K/A filed on April 20, 1999 is hereby amended to
include the audited financial statements of the Allibert Equipement Division for
the twelve month period ended December 31, 1998:
1. Combined Statement of Assets and Liabilities as of December 31, 1998.
2. Combined Statement of Revenues and Expenses for the year ended December
31, 1998.
3. Combined Statement of Cash Flows for the year ended December 31, 1998.
4. Notes to Combined Financial Statements.
<PAGE> 3
ALLIBERT EQUIPEMENT DIVISION
COMBINED FINANCIAL STATEMENTS
1998
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
Allibert Equipement Division:
We have audited the accompanying combined statement of assets and
liabilities of Allibert Equipement Division as of December 31, 1998, and the
related combined statements of revenues and expenses and cash flows for the year
ended December 31, 1998. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these combined financial statements based on our audit.
We conducted our audit 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
mis-statement. 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 audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Allibert Equipement
Division as of December 31, 1998, and the results of its operations and its cash
flows for the year ended December 31, 1998 in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
Cleveland, Ohio
May 20, 1999.
<PAGE> 5
COMBINED STATEMENT OF ASSETS AND LIABILITIES
ALLIBERT EQUIPEMENT DIVISION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ASSETS
- --------------------------------------------------------------------------------
<S> <C>
Current Assets
Cash $ 5,405,150
Accounts receivable 37,840,339
Inventories
Raw materials and supplies 3,953,490
Finished and in-process products 10,327,009
------------
14,280,499
------------
Total Current Assets 57,525,988
Other Assets
Intangible assets, net 641,531
Other 6,997,369
------------
7,638,900
Property, Plant and Equipment
Land 2,605,953
Buildings and leasehold improvements 15,092,057
Machinery and equipment 77,982,654
------------
95,680,664
Less allowances for depreciation and
amortization 60,457,886
------------
35,222,778
------------
$100,387,666
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
COMBINED STATEMENT OF ASSETS AND LIABILITIES
ALLIBERT EQUIPEMENT DIVISION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
LIABILITIES AND DIVISION INVESTMENT
- --------------------------------------------------------------------------------
<S> <C>
Current Liabilities
Accounts payable $ 19,085,732
Accrued expenses 10,985,686
Short term borrowings 15,703,941
-------------
Total Current Liabilities 45,775,359
Long-term debt 26,790,000
Other Liabilities 5,138,501
Minority Interest 820,310
Division Investment
Division investment 22,701,846
Foreign currency translation
adjustment (838,350)
-------------
21,863,496
-------------
$ 100,387,666
=============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
COMBINED STATEMENT OF REVENUES AND EXPENSES
ALLIBERT EQUIPEMENT DIVISION
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Net sales 122,487,988
Cost of sales 62,777,007
------------
Gross Profit 59,710,981
Selling, general and
administrative expense 53,363,358
------------
Income from operations
before interest and taxes 6,347,623
Interest expense 2,700,253
Other income, net (2,523,618)
Minority interest (198,960)
------------
Income before taxes 6,369,948
Income taxes 1,726,348
------------
Net income 4,643,600
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
COMBINED STATEMENT OF CASH FLOW
ALLIBERT EQUIPEMENT DIVISION
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Operating activities
Net income $ 4,643,600
Depreciation 7,412,972
Deferred taxes 450,608
Provisions for accounts receivable and inventory (298,083)
Gain on sale of fixed assets (2,654,889)
Cash flow provided by (used for) working capital
Accounts receivables (100,373)
Inventories 334,518
Accounts payable and accrued expenses (1,240,556)
------------
Net cash provided by operating expenses 8,547,797
Investing activities
Purchase of fixed assets (9,171,646)
Proceeds from sales of fixed assets 10,659,205
------------
Net cash provided by investing activities 1,487,559
Financing activities
Dividends paid (381,132)
Borrowings (repayments) net (5,577,857)
------------
Net cash used for financing activities (5,958,989)
------------
Net increase in cash and cash equivalents 4,076,367
Cash and cash equivalents at beginning of period 1,328,783
------------
Cash and cash equivalents at end of period $ 5,405,150
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 9
NOTES TO COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The combined financial statements include the accounts of Allibert
Equipement SA and its subsidiaries, ATMP, SCI de La Plaine, Allibert Transport &
Lagertechnik and Holdiplast all of which were direct or indirectly owned by
Sommer Allibert SA as of December 31, 1998. The combined companies are
collectively referred to as the Allibert Equipment Division (the Division) whose
business consists of the manufacture and sale of plastic material handling
containers, crates, pallets, tanks and hospital products.
On February 4, 1999, the Division was acquired by Myers Industries, Inc.
through a wholly owned subsidiary.
The combined financial statements have been prepared from the historical
books and records of the Division and Sommer Allibert, as appropriate, except
that certain contingent liabilities related to environmental remediation have
been excluded since Sommer Allibert is contractually obligated for such
liabilities as identified.
The caption "division investment" in the accompanying combined statement of
assets and liabilities represents the net investments of Sommer Allibert in the
Division and includes amounts recorded as common stock, additional paid in
capital and retained earnings, as well as intercompany clearing amounts between
the Division and Sommer Allibert. The change in division investment for 1998 was
as follows:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
Beginning Balance $16,093
Income from continuing operations
before income tax 4,644
Dividends (381)
Capital Contributions 2,346
---------
Ending Balance $22,702
=========
</TABLE>
TRANSLATION OF FOREIGN CURRENCIES
- ---------------------------------
The Division's functional currency is the French Franc and financial statements
and records are maintained in that currency. Foreign entities included in the
Division whose functional currency is the local currency translate assets and
liabilities into French Francs at year-end rates and revenue and expense
accounts at average exchange rates. The accompanying statements of combined
assets and liabilities and revenues and expenses are presented in U.S. dollars
for the convenience of the reader and have been translated based on the exchange
rate at December 31, 1998, of one U.S. dollar equals 5.598 French Francs.
<PAGE> 10
DEBT AND FINANCING
- ------------------
Sommer Allibert has provided various treasury functions for the Division. As
part of the Sommer Allibert cash management program, the Division deposited
excess cash with Sommer Allibert and satisfied working capital and other
borrowing requirements through loans or transfers from Sommer Allibert. Included
in short term borrowings at December 31, 1998 the Division had short term
intercompany amounts payable to Sommer Allibert of approximately $10,716,000.
Interest expense charged by Sommer Allibert to the Division for short-term
advances was based on variable rates ranging from 3.82 percent to 3.68 percent
and totaled $545,000 for 1998. In addition, the Division had a long-term loan
from Sommer Allibert of $26,790,000. This long-term loan had a fixed rate of
5.35 percent and related interest expense for 1998 was approximately $1,453,000.
TRANSACTIONS WITH SOMMER ALLIBERT AND AFFILIATES
- ------------------------------------------------
In addition to treasury and cash management, the Division has historically
had certain services provided by Sommer Allibert including legal, accounting,
tax and risk management, among others. The cost for these services does not
necessarily reflect either actual use of such services by the Division or costs
which would have been incurred by the Division had it not been a component of
the Sommer Allibert group. Intercompany expenses charged to the Division by
Sommer Allibert in 1998 were as follows:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
Trademark Royalties $1,972
Rent and Occupancy 841
Other Services 1,670
------
$4,483
======
</TABLE>
INVENTORIES
- -----------
Inventories are stated at the lower of cost or market. Cost is determined
primarily on the average cost method. Provision for excess or obsolete inventory
has been made where necessary based on management's analysis of inventory
levels, sales and sales forecasts.
PROPERTY AND DEPRECIATION
- -------------------------
Property, plant and equipment are carried at cost less accumulated depreciation
and amortization. Depreciation and amortization are provided primarily using the
straight line method over a period which is sufficient to amortize the cost of
the asset during its useful life. The estimated useful lives for depreciation
purposes are:
<TABLE>
<S> <C>
Buildings and Improvements 20 years
Machinery and Equipment 3 - 10 years
</TABLE>
<PAGE> 11
LEASE COMMITMENTS
- -----------------
The Division leases certain assets under lease agreements expiring at
various dates through the year 2002. At December 31, 1998, future minimum lease
payments for non-cancelable leases were:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
1999 $633
2000 342
2001 51
2002 2
Thereafter --
</TABLE>
RETIREMENT PLANS
- ----------------
Retirement benefits with respect to employees of subsidiaries in France are
expensed when paid. At December 31, 1998, future retirement obligations for such
employees were approximately $1.5 million based on actuarial valuation.
Retirement benefits with respect to employees in other subsidiaries are expensed
and accrued as earned.
OTHER INCOME
- ------------
<TABLE>
(In Thousands)
<S> <C>
Gain on sale of building $1,350
Net gain on sale of
discontinued businesses 1,130
Other 44
------
$2,524
======
</TABLE>
INCOME TAXES
- ------------
Historically, the Division and its business units have been included in the
consolidated tax returns of the Sommer Allibert group. Included in other
liabilities is approximately $1,765,000 related to deferred taxes arising from
timing diferences between financial statement and income tax reporting,
principally for depreciation.
<PAGE> 12
Myers Industries, Inc.
and Allibert Equipment Division
and Allibert-Contico L.L.C.
Proforma Combined Statement of Income
On January 5, 1999, Myers Industries, Inc. (Myers) acquired fifty percent of
the interests in Allibert-Contico, L.L.C. from Contico International, Inc. On
February 4, 1999, Myers acquired all of the interests in those companies
comprising the Allibert Equipement material handling division from Sommer
Allibert SA, including the remaining fifty percent interest in Allibert-Contico,
L.L.C. The unaudited proforma combined statement of income for the year ended
December 31, 1998 gives effect to the acquisitions of the Allibert Equipment
material handling division of Sommer Allibert and Allibert Contico, a joint
venture between Allibert Equipment and Contico International, Inc. as if the
acquisitions had occurred on January 1, 1998. The proforma information is based
on the historical financial statements of Myers Industries, Allibert Equipment
and Allibert-Contico for the year ended December 31, 1998 after giving effect to
the transactions using the purchase method of accounting and the assumptions and
adjustments described in the accompanying notes to the proforma combined
statement of income.
The proforma statement may not be indicative of the result that would have
occurred if the combination had been in effect on the date indicated or which
may be obtained in the future. The proforma statement should be read in
conjunction with the financial statements of Allibert Equipment Division
included elsewhere in this filing and the financial statements of Myers
Industries, Inc. as contained in its Annual Report on Form 10-K for the year
ended December 31, 1998.
<PAGE> 13
(b) Pro Forma Financial Information
Item 7(b) to the Form 8-K/A filed on April 20, 1999 is hereby amended to
include the unadudited proforma combined statement of income for the twelve
month period ended December 31, 1998:
MYERS INDUSTRIES, INC.
AND ALLIBERT EQUIPMENT DIVISION
PROFORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
ALLIBERT -
MYERS ALLIBERT CONTICO PROFORMA 1998
INDUSTRIES EQUIPEMENT JOINT VENTURE ADJUSTMENTS PROFORMA
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales $ 392,019,900 $ 122,487,988 $ 29,182,000 $ 543,689,888
Cost Of Sales 256,506,103 62,777,007 18,348,000 337,631,110
------------- ------------- ------------- -------------
Gross Margin 135,513,797 59,710,981 10,834,000 206,058,778
(2,021,573)(a)
Operating Expenses 86,140,834 53,363,358 5,383,000 3,732,000(b) 146,597,619
------------- ------------- ------------- ------------- -------------
Earnings Before
Interest & Taxes 49,372,963 6,347,623 5,451,000 (1,710,427) 59,461,159
Interest Expense 887,873 2,700,253 1,295,000 9,664,000(c) 14,547,126
Other (Income) Expense 0 (2,523,618) (17,000) 2,523,618(d) (17,000)
Minority Interest 0 (198,960) 0 (198,960)
------------- ------------- ------------- ------------- -------------
Income Before Taxes 48,485,090 6,369,948 4,173,000 (13,898,045) 45,129,993
Income Taxes 19,806,000 1,726,348 (53,000) (2,073,451)(e) 19,405,897
------------- ------------- ------------- ------------- -------------
Net Income $ 28,679,090 4,643,600 4,226,000 (11,824,594) $ 25,724,096
============= ============= ============= ============= =============
Average Shares
Outstanding 18,304,802 18,304,802
Earnings Per Share $ 1.57 $ 1.41
</TABLE>
Notes to Proforma Statements
(a) To eliminate non-recurring royalty payments made by Allibert Equipement to
Sommer Allibert.
(b) To record amortization on excess of cost over fair value of net assets
acquired over 16 and 40 years.
(c) To record interest expense on borrowings of $150 million at a rate of
6.44%.
(d) To eliminate non-recurring income on sales of fixed assets and other items
related to discontinued businesses.
(e) Adjust provision for income taxes for effect of proforma adjustments and to
anticipated tax rates to be incurred by acquired companies on stand alone
basis.
<PAGE> 14
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: June 4, 1999 By: /s/ Gregory J. Stodnick
------------------------
Gregory J. Stodnick, Vice President - Finance
