<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
------------------------------------------------
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------------- ----------------------
Commission file number I-8524
-------------------
MYERS INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO #34-0778636
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1293 SOUTH MAIN STREET, AKRON, OHIO 44301
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 253-5592
----------------------------
Indicate 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 such filing
requirements for the past 90 days. Yes . No X .
--- ---
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes . No .
--- ---
As of April 30, 1999, the number of shares outstanding of the issuer's
Common Stock was:
18,382,955
==========
<PAGE> 2
-1-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
------------------------------------------------------
<TABLE>
<CAPTION>
March 31 December 31,
ASSETS 1999 1998
- ------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and temporary cash investments $13,112,571 $34,832,151
Accounts receivable-less allowances
of $3,646,000 and $2,396,000,
respectively 105,261,828 62,855,111
Inventories
Finished and in-process products 50,809,938 44,182,030
Raw materials and supplies 19,823,204 9,236,913
------------ ------------
70,633,142 53,418,943
Prepaid expenses 1,344,967 2,543,996
------------ ------------
TOTAL CURRENT ASSETS 190,382,508 153,650,201
OTHER ASSETS
Excess of cost over fair value of net
assets of companies acquired 150,209,732 37,481,612
Patents and other intangible assets 2,543,359 2,104,327
Other 4,571,236 4,028,655
------------ ------------
157,324,327 43,614,594
PROPERTY, PLANT & EQUIPMENT, AT COST
Land 5,554,306 2,854,905
Buildings and leasehold improvements 65,119,356 53,484,959
Machinery and equipment 191,075,560 147,405,559
------------ ------------
261,749,222 203,745,423
Less allowances for depreciation and
amortization 101,183,831 94,302,430
------------ ------------
160,565,391 109,442,993
------------ ------------
$508,272,226 $306,707,788
============ ============
</TABLE>
<PAGE> 3
-2-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
------------------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998
- ------------------------------------ ------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $33,851,723 $15,863,124
Accrued expenses
Employee compensation 20,589,617 13,094,384
Taxes, other than income taxes 2,743,384 1,316,457
Income taxes 6,948,119 1,357,241
Other 17,055,893 13,214,158
Current portion of long-term debt 8,545,071 6,388,146
----------- -----------
TOTAL CURRENT LIABILITIES 89,733,807 51,233,510
LONG-TERM DEBT, less current portion 205,797,702 48,832,240
DEFERRED INCOME TAXES 4,208,546 3,953,185
SHAREHOLDERS' EQUITY
Serial Preferred Shares
(authorized 1,000,000) 0 0
Common Shares, without par value
(authorized 30,000,000 shares;
outstanding 18,361,165 and
18,285,126, respectively) 11,625,116 11,610,996
Additional paid-in capital 134,563,475 134,280,522
Accumulated other comprehensive
income (1,703,150) (83,002)
Retained income 64,046,730 56,880,337
------------ ------------
208,532,171 202,688,853
------------ ------------
$508,272,226 $306,707,788
============ ============
</TABLE>
<PAGE> 4
-3-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
CONDENSED STATEMENT OF CONSOLIDATED INCOME
------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
--------------------------------------------------
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
Net sales $126,746,405 $88,191,166
Costs and expenses
Cost of sales 79,519,275 57,575,412
Operating expenses 30,183,071 18,634,682
Interest expense, net 2,449,104 132,741
------------ ------------
Total costs & expenses 112,151,450 76,342,835
Income before income taxes 14,594,955 11,848,331
Income taxes 6,327,000 4,858,000
------------ ------------
Net income $8,267,955 $6,990,331
============ ============
Net income per common share $.45 $.38
Dividends per common share $.06 $.05
Weighted average number of
common shares outstanding 18,351,541 18,282,096
</TABLE>
<PAGE> 5
-4-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
--------------------------------------------------
<TABLE>
<CAPTION>
March 31, March 31
1999 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES -- --
Net income $8,267,955 $6,990,331
Items not affecting use of cash
Depreciation 6,782,805 3,640,688
Amortization of excess of cost over fair
value of net assets of companies acquired 1,195,822 253,454
Amortization of other intangible assets 200,120 112,854
Cash flow provided by (used for) working capital
Accounts receivable (579,608) 513,905
Inventories 645,252 (1,294,215)
Prepaid expenses 1,182,872 (691,398)
Accounts payable and accrued expenses 5,385,386 3,408,032
------------- -------------
Net cash provided by operating activities 23,080,604 12,933,651
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired (139,214,843) (11,763,119)
Additions to property, plant and
equipment, net (5,552,743) (3,152,125)
Other (3,106,815) 115,510
------------- -------------
Net cash used for investing activities (147,874,401) (14,799,734)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings (repayments) - net 103,908,707 (1,503,350)
Cash dividends paid (1,101,563) (914,176)
Proceeds from issuance of common stock 297,073 182,181
Repurchase of common stock 0 (82,687)
------------- -------------
Net cash provided by (used for) financing activities 103,104,217 (2,318,032)
(DECREASE) INCREASE IN CASH AND
TEMPORARY CASH INVESTMENTS (21,689,580) (4,184,115)
CASH AND TEMPORARY CASH INVESTMENTS
JANUARY 1 34,832,151 6,297,726
------------- -------------
CASH AND TEMPORARY CASH INVESTMENTS
MARCH 31 $13,142,571 $2,113,611
============= =============
</TABLE>
<PAGE> 6
-5-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999
-----------------------------------------
<TABLE>
<CAPTION>
Accumulative
Additional Other
Comprehensive Common Paid-In Comprehensive Retained
Income Stock Capital Income
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income
December 31, 1998 $11,610,996 $134,280,522 ($83,002) $56,880,337
Net Income $8,267,955 8,267,955
Foreign Currency
Translation
Adjustment (1,620,148) (1,620,148)
------------
Comprehensive
Income $6,647,807
============
Common Stock
Issued 14,120 282,953
Purchases for
Treasury 0 0
Dividends (1,101,562)
-------------------------------------------------------------
March 31, 1999 $11,625,116 $134,563,475 ($1,703,150) $64,046,730
=============================================================
</TABLE>
<PAGE> 7
-6-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) STATEMENT OF ACCOUNTING POLICY
The accompanying financial statements include the accounts of Myers
Industries, Inc. and subsidiaries (Company), and have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to those rules and
regulations, although the Company believes that the disclosures are adequate to
make the information not misleading. It is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's latest annual report on Form 10-K.
In the opinion of the Company, the accompanying financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of March 31, 1999, and the results
of operations and cash flows for the three months ended March 31, 1999 and 1998.
(2) ACQUISITIONS
On February 4, 1999, the Company acquired all of the shares of the
entities comprising Allibert Equipement, the material handling division of
Sommer Allibert S.A. This transaction also completed the acquisition of
Allibert-Contico, LLC, a joint venture between Sommer Allibert and Contico
International, Inc. The acquired businesses have five manufacturing facilities
in Europe and one in North America and had 1998 annual sales of approximately
$145 million. The acquisitions will be accounted for under the purchase method
of accounting and, accordingly, the total purchase price of approximately $150
million will be allocated to the assets acquired and liabilities assumed based
upon their estimated fair values. At March 31, 1999, the purchase price
allocations have been based on estimates with the excess of purchase price over
fair value of net assets acquired of approximately $110 million being amortized
over lives of 16 and 40 years.
The following unaudited proforma information presents a summary of
consolidated results of operations of the Company and the acquired businesses as
if the acquisitions had occurred January 1, 1998.
<PAGE> 8
-7-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(2) ACQUISITIONS (Con't)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
--------------------- --------------------
<S> <C> <C>
Sales $135,255 $121,242
Net Income 7,763 4,917
Net Income Per Share .42 .27
</TABLE>
These unaudited proforma results have been prepared for comparative
purposes only and may not be indicative of results of operations which actually
would have resulted had the combination been in effect on January 1, 1998, or of
future results.
(3) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
The Company made cash payments for interest expense of $1,791,470 and
$440,270 for the three months ended March 31, 1999 and 1998, respectively. Cash
payments for income taxes were $568,598 and $1,021,198 for the three months
ended March 31, 1999 and 1998, respectively.
(4) SEGMENT INFORMATION
The Company's business units have separate management teams and offer
different products and services. Using the criteria of FASB No. 131, these
business units have been aggregated into two reportable segments; Distribution
of after-market repair products and services and Manufacturing of polymer and
metal products. The aggregation of business units is based on management by the
chief operating decision maker for the segment as well as similarities of
production processes, distribution methods and economic characteristics (e.g.
average gross margin and the impact of economic conditions on long-term
financial performance).
The Company's distribution segment is engaged in the distribution of
equipment, tools and supplies used for tire servicing and automotive underbody
repair. The distribution segment operates domestically through 42 branches
located in major cities throughout the United States and in foreign countries
through export and businesses in which the Company holds an equity interest.
The Company's manufacturing segment designs, manufactures and markets a
variety of polymer based plastic and rubber products. These products are
manufactured primarily through the molding process in facilities throughout the
United States and Europe.
<PAGE> 9
-8-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(4) SEGMENT INFORMATION (CON'T)
The Company's manufacturing segment designs, manufactures and markets a
variety of polymer based plastic and rubber products. These products are
manufactured primarily through the molding process in facilities throughout the
United States and Europe.
Operating income for each segment is based on net sales less cost of
products sold, and the related selling, administrative and general expenses. In
computing segment operating income general corporate overhead expenses and
interest expenses are not included.
<TABLE>
<CAPTION>
Three Months Ended
(In Thousands) March 31,
---------------------------
Net Sales 1999 1998
--------- ---------
<S> <C> <C>
Distribution of aftermarket repair
products and services $34,941 $32,468
Manufacturing of polymer and
metal products 94,876 58,776
Intra-segment elimination (3,071) (3,053)
-------- -------
$126,746 $88,191
======== =======
Income Before Income Taxes
Distribution of aftermarket repair
products and services $3,148 $2,577
Manufacturing of polymer and
metal products 16,063 11,146
Corporate (2,167) (1,742)
Interest expense - net (2,449) (133)
------- -------
$14,595 $11,848
======= =======
</TABLE>
<PAGE> 10
-9-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
Net sales for the three months ended March 31, 1999 increased $38.6
million or 44 percent as the Company experienced significant improvements in
both of its business segments. Sales in the Distribution segment increased $2.5
million or 8 percent primarily as a result of higher unit volumes. Sales in the
Manufacturing segment increased $36.1 million or 61 percent with approximately
87 percent of the increase due to acquired companies not included in the prior
year period. Without the acquisitions there was an 8 percent increase in sales
for the Manufacturing segment which was primarily the result of higher unit
volumes.
Cost of sales increased $21.9 million or 38 percent reflecting the
higher sales levels; however, gross profit as a percentage of sales improved
from 34.7 percent to 37.3 percent. The gross margin improvement was primarily
achieved in the Manufacturing segment reflecting lower raw material costs and
greater utilization of plant capacity.
Operating expenses for the quarter increased $11.5 million or 62
percent reflecting the additional operating costs of acquired companies as well
as costs associated with the increase in sales. Expressed as a percentage of
sales, operating expenses were 23.8 percent for the quarter ended March 31, 1999
compared with 21.1 percent in the prior year.
Net interest expense increased to $2.4 million for the quarter ended
March 31, 1999 from $132,741 in the prior year. This increase reflects the
significantly higher borrowing levels resulting from business acquisitions.
Income taxes as a percent of income before taxes was 43.3 percent for
the three months ended March 31, 1999 compared with 41.0 percent in the prior
year. The higher tax rate in 1999 is attributable to an increase in
non-deductible amortization expense combined with foreign tax rate differences.
<PAGE> 11
-10-
PART I - FINANCIAL INFORMATION
------------------------------
MYERS INDUSTRIES, INC.
----------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $23.1 million for the three
months ended March 31, 1999 compared with $12.9 million for same period in the
prior year. Long-term debt increased by $157 million from December 31, 1998 as a
result of the Allibert Equipement acquisition and debt of percentage of total
capitalization increased to 50 percent. Working capital decreased slightly to
$100.6 million at March 31, 1999 and the Company's current ratio was 2.1 to 1.
Capital expenditures for the three months ended March 31, 1999 were
$5.6 million and the Company anticipates total capital expenditures in the range
of $25.0 to $30.0 million for the full year. Management believes that
anticipated cash flows from operations and available credit facilities will be
sufficient to fund capital expenditures and meet its short-term and long-term
needs.
Year 2000
- ---------
The Company has conducted a review to identify potential Year 2000
issues related to both information technology (IT) and non-information
technology (non-IT) matters. The Company has developed plans for each of its
business units to correct or replace existing IT systems where significant
potential year 2000 failures could occur. The majority of core business software
utilized by the Company was acquired from third parties. As of March 31, 1999,
core Corporate financial software is Year 2000 compliant, and core business
software for the business units is either Year 2000 compliant or has been
upgraded, tested and is ready for implementation. Full implementation of Year
2000 compliant software for all business units is expected to be completed
during the third quarter of 1999. The Company is also in the process of
verifying Year 2000 readiness of non-IT systems, including production equipment
as well as evaluating the status of key vendors and service providers to
determine Year 2000 readiness and determine alternatives and contingency plan
requirements. To date, no material problems have been identified, and the
Company is confident that the Year 2000 issue will not create significant
operational problems. To date, the funds which have been spent on year 2000
issues have not been material and based on current assessments remaining
expenses are not expected to be material.
<PAGE> 12
-11-
PART II - OTHER INFORMATION
---------------------------
MYERS INDUSTRIES, INC.
----------------------
Item 4. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF
INCORPORATION.
(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF
REGULATIONS. Reference is made to Exhibit (3)(ii) to
Form 10-Q filed with the Commission on May 14, 1994.
21 Subsidiaries of the Registrant
27 Financial Data Schedule
(b) Form 8-K
Form 8-K filed on February 19, 1999 regarding the completion
of (a) the acquisition of the material handling division of
Sommer Allibert S.A., and (b) a new $250.0 million
multicurrency credit facility with NBD Bank, N.A.
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 thereunto duly authorized.
MYERS INDUSTRIES, INC.
5/17/99 By: \s\ Gregory J. Stodnick
- -------------------- -------------------------
Date Gregory J. Stodnick
Vice President-Finance
Financial Officer (Duly
Authorized Officer and
Principal Financial and
Accounting Officer)
<PAGE> 1
EXHIBIT 3(A)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MYERS INDUSTRIES, INC.
Effective April 29, 1999
ARTICLE I
NAME
----
The name of the corporation shall be "Myers Industries, Inc."
ARTICLE II
PRINCIPAL OFFICE
----------------
The place in the State of Ohio where the principal office of the
corporation is to be located is the City of Akron, Summit County, Ohio.
ARTICLE III
PURPOSE
-------
The purpose or purposes for which the corporation is formed are:
To engage in the business of manufacturing, developing,
supplying, promoting, distributing, leasing and selling at wholesale
and retail the following:
(1) Materials, tools, supplies, machinery and
equipment for the servicing, repairing, recapping, vulcanizing
and maintaining of tires;
(2) Equipment and supplies as an aid to the
selling of tires and tubes;
(3) Automotive parts, supplies and accessories;
(4) Cements and adhesives;
<PAGE> 2
(5) Chemicals for vulcanizing and other
purposes;
(6) Rubber, plastic and metal parts and
products;
(7) Other products and merchandise of every kind
and description.
To carry on any activity for the purposes above stated, either directly
or indirectly, and to do such further acts and things which the Board of
Directors of the corporation may deem necessary or incidental to the foregoing
purposes, and, in general, to carry on any other lawful business whatsoever in
connection with the foregoing which the Board of Directors deems to be in
furtherance of the foregoing purposes.
The corporation reserves the right at any time and from time to time to
change its purposes in any manner now or hereafter permitted by statue. Any
change of the purposes of the corporation, whether substantial or not,
authorized or approved by the holders of shares entitled to exercise that
proportion of the voting power of the corporation now or hereafter required for
such authorization or approval, shall be binding and conclusive upon every
shareholder of the corporation as fully as if such shareholder had voted
therefor; and no shareholder, notwithstanding that he may have voted against
such change of purposes or may have objected in writing thereto, shall be
entitled to payment of the fair cash value of his shares.
In furtherance of and not in limitation of the general powers conferred
by the laws of the State of Ohio and the objects and purposes herein set forth,
this corporation shall also have the following powers, to-wit:
To purchase, acquire, hold, convey, lease, manage, improve, use,
exchange, encumber, mortgage, dispose of or deal in property, real or personal,
tangible or intangible; to purchase, acquire, guarantee, hold, dispose of or
deal in shares, bonds, or any other evidence of ownership or indebtedness or
contracts of any other person, firm or corporation; to acquire the good will,
rights and property and to undertake to hold all or any part of the assets or to
assume the liabilities of any person, firm or corporation; to do any or all of
the things herein set forth to the same extent as natural persons might or could
do as principals, agents, trustees or otherwise, directly or indirectly, alone
or with others insofar as such acts are permitted to be done by a corporation
authorized under and by virtue of the General Corporation Laws of the State of
Ohio.
To do any and all other acts to the extent permitted by the General
Corporation Law of the State of Ohio and which are not in violation of the laws
of the State of Ohio.
2
<PAGE> 3
ARTICLE IV
AUTHORIZED STOCK
----------------
The maximum number of shares which the Company is authorized to issue
and to have outstanding at any time shall be Sixty-One Million (61,000,000)
which shall be classified as follows:
A. Sixty Million (60,000,000) of said shares shall be Common
Stock, without par value; and
B. One Million (1,000,000) of said shares shall be Serial
Preferred Stock, without par value, the express terms of which are set
forth herein.
1. ISSUANCE. The shares of Serial Preferred Stock (herein
called "Serial Preferred Stock") may be issued in series. The
Board of Directors is hereby empowered to cause the entire
unissued One Million (1,000,000) shares of Serial Preferred
Stock to be issued in one or more series, from time to time,
with such of the variations permitted by clauses (a) to (i),
both inclusive, of section 2, as shall have been determined by
the Board of Directors with respect to any shares prior to the
issuance of such series; subject, however, to the provisions
of sections 3 to 5, both inclusive, which provisions shall
apply to all shares of Serial Preferred Stock.
2. SERIES. Serial Preferred Stock of different series may vary
as to:
(a) The designation of the series, which may be
by distinguishing number, letter or title.
(b) The number of shares of the series.
(c) The dividend rates of the series.
(d) The dates at which dividends, if
declared, shall be payable.
(e) The redemption terms, rights and price or
prices per share of the series.
(f) The terms and amount of any sinking fund
provided for the purchase or redemption of shares of
any series.
(g) Whether the shares of the series shall be
convertible into Common Shares and, if so, the
conversion price or prices and the adjustments
thereof, if any, and all other terms and conditions
upon which such conversion may be made.
3
<PAGE> 4
(h) The liquidation price of the series.
(i) Restrictions on issuance of shares of
the same series or of any other class or
series.
The Board of Directors is expressly authorized to
adopt from time to time amendments to the Articles of
Incorporation of the corporation fixing, with respect to said
unissued shares of Serial Preferred Stock, or any series
thereof, the items specified in clauses (a) to (i), both
inclusive.
3. DIVIDEND RIGHTS. The holders of the Serial Preferred Stock
of each series shall be entitled to receive if, as and when
declared by the Board of Directors of the corporation out of
any funds legally available therefor, dividends at the rate
(and no more) and payable on the dates fixed for such series.
Such dividends shall accrue and be cumulative from the first
day of the dividend period in which each such share of Serial
Preferred Stock is issued. A "dividend period" in respect of
any share is the period between any two consecutive dividend
payment dates, including the first of such dates as fixed for
the series to which such share shall belong. Dividends in full
shall not be declared and set apart for payment or paid on
Serial Preferred Stock of any series for any dividend period
unless dividends in full have been or are contemporaneously
declared and set apart for payment or paid on Serial Preferred
Stock of all series for the dividend periods terminating on
the same or an earlier date. Dividends shall not be paid
exclusively upon any one or more series of Serial Preferred
Stock, but dividends shall be paid ratably upon all
outstanding Serial Preferred Stock in the proportion to any
one series that the annual dividend requirements of such
series bear to the total annual dividend requirements of all
outstanding Serial Preferred Stock. Accumulations of dividends
shall not bear interest.
As long as any Serial Preferred Stock is outstanding,
the corporation shall not declare or pay dividends (other than
dividends payable in shares of the corporation ranking junior
to the Serial Preferred Stock) on Common Shares or on any
shares ranking junior to the Serial Preferred Stock, or
purchase, redeem or retire any Common Shares or any such
junior shares, or distribute any of its assets to the holders
thereof at any time, (1) when the corporation is in default in
the payment of any dividend on any Serial Preferred Stock, or
(2) when the corporation is in default in any way with respect
to any retirement or sinking fund provided with respect to any
series of Serial Preferred Stock.
4. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or
winding up of the corporation, the holders of Serial Preferred
Stock of each series shall be entitled, before any
distribution is made to the Common Shares or any shares
ranking junior to the Serial Preferred Stock, to be paid out
of funds available for distribution to shareholders such
liquidation price as may be fixed in the amendments to the
Articles of Incorporation adopted by the Board of Directors
with respect to each such series,
4
<PAGE> 5
plus, in each case, an amount equivalent to dividends accrued
or in arrears thereon to the date full payment of such
specified preferential amount is made to the holders thereof,
and the Serial Preferred Stock shall not be entitled to any
further payment. Neither the consolidation nor merger of the
corporation with or into any other corporation or
corporations, nor the sale of all or substantially all of its
assets, shall be deemed to be a liquidation, dissolution or
winding up of the corporation within the meaning of this
section.
5. VOTING RIGHTS. The holders of Serial Preferred Stock shall
be entitled to one vote for each share; and except as
otherwise provided herein or required by law, the holders of
Serial Preferred Stock and the holders of Common Shares shall
vote together as one class on all matters. No adjustment of
the voting rights of holders of Serial Preferred Shares shall
be made for an increase or decrease in the number of Common
Shares authorized or issued or for share splits or
combinations of the Common Shares or for share dividends on
any class of shares payable solely in Common Shares.
If, and so often as, the corporation shall be in
default in dividends in an amount equivalent to six full
quarterly dividends on any series of Serial Preferred Stock at
the time outstanding, whether or not earned or declared, the
holders of Serial Preferred Stock of all series, voting
separately as a class and in addition to all other rights to
vote for Directors, shall be entitled to elect, as herein
provided, two members of the Board of Directors of the
corporation; provided, however, that the holders of Serial
Preferred Stock shall not have or exercise such special class
voting rights except at meetings of the shareholders for the
election of Directors at which the holders of not less than 50
percent of the outstanding Serial Preferred Shares of all
series then outstanding are present in person or by proxy; and
provided further that the special class voting rights provided
for herein when the same shall have become vested shall remain
so vested until all accrued and unpaid dividends on the Serial
Preferred Stock of all series then outstanding shall have been
paid, whereupon the holders of Serial Preferred Stock shall be
divested of their special class voting rights in respect of
subsequent elections of Directors, subject to the revesting of
such special class voting rights in the event hereinabove
specified in this paragraph.
In the event of default entitling the holders of
Serial Preferred Stock to elect two Directors as above
specified, a special meeting of the shareholders for the
purpose of electing such Directors shall be called by the
Secretary of the corporation upon written request of, or may
be called by, the holders of record of at least 15 percent of
the Serial Preferred Stock of all series at the time
outstanding, and notice thereof shall be given in the same
manner as that required for the annual meeting of
shareholders; provided, however, that the corporation shall
not be required to call such special meeting if the annual
meeting of shareholders shall be held within 90 days after the
date of receipt of the foregoing written request from the
holders of Serial Preferred Stock. At any meeting at which the
holders of Serial Preferred Stock shall be entitled to elect
Directors, the holders of 50 percent of the then outstanding
5
<PAGE> 6
Serial Preferred Stock of all series, present in person or by
proxy, shall be sufficient to constitute a quorum for the
purpose of such election, and the vote of the holders of a
majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to
elect the members of the Board of Directors which the holders
of Serial Preferred Stock are entitled to elect as hereinabove
provided.
The two Directors who may be elected by the holders
of Serial Preferred Stock pursuant to the foregoing provision
shall be in addition to any other Directors then in office or
proposed to be elected otherwise than pursuant to such
provisions, and nothing in such provisions shall prevent any
change otherwise permitted in the total number of Directors of
the corporation or require the resignation of any Director
elected otherwise than pursuant to such provisions.
ARTICLE V
PREEMPTIVE RIGHTS
-----------------
The shareholders of the corporation shall have no preemptive rights to
purchase, subscribe for or otherwise acquire any securities of the corporation
which are now or may be authorized and issued from time to time and the
authorized but unissued Common Shares and Serial Preferred Stock may be issued
from time to time by the Board of Directors of the corporation, at such prices
and upon such terms as said Board of Directors may determine.
ARTICLE VI
PURCHASE OF SHARES
------------------
The corporation may purchase or otherwise acquire, hold, redeem,
cancel, retire, reissue and in any other manner deal in and with, and dispose
of, from time to time and to the extent permitted by the laws of the State of
Ohio, shares of any class issued by it. Such purchases may be made either in the
open market or at private or public sale, and in such manner and amounts from
such holder or holders of outstanding shares of the corporation and at such
prices as the Board of Directors of the corporation shall from time to time
determine, and the Board of Directors is hereby empowered to authorize such
purchases from time to time without any vote or other action of the holders of
any class of shares now or hereafter authorized and outstanding at the time of
any such purchase.
ARTICLE VII
VOTING POWER
------------
Notwithstanding any provisions of the laws of the State of Ohio now or
hereafter in force requiring the affirmative vote of the holders of shares
entitling them to exercise two-thirds of the voting power of the corporation or
of any class or classes of shares thereof on any proposal to effect a merger,
consolidation, combination or majority share acquisition as such terms are
defined in the laws of the State of Ohio, any such proposal may be approved by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the corporation or of such class or classes.
6
<PAGE> 7
ARTICLE VIII
DEALING WITH OFFICERS AND DIRECTORS
-----------------------------------
A Director or Officer of the corporation shall not be disqualified by
his office from dealing or contracting with the corporation as a lessor, vendor,
purchaser, employee, agent or otherwise.
No transaction, contract or other act of the corporation shall be void
or voidable or in any way affected or invalidated by reason of the fact that any
Director or Officer, or any firm, partnership or other corporation in which such
Director or Officer is a member or is a partner, shareholder, director or
officer, is in any way interested in such transaction, contract or other act,
provided that the interest of such Director, Officer, firm, partnership, or
other corporation is disclosed or known to the Board of Directors or such
members thereof as shall be present at any meeting of the Board of Directors at
which action upon any such transaction, contract or other act shall be taken;
nor shall any such Director or Officer be accountable or responsible to the
corporation for or in respect of any such transaction, contract or other act of
the corporation or for any gains or profits, realized by him by reason of the
fact that he or any firm or partnership of which he is a member of partner, or
any other corporation of which he is a shareholder, Director or Officer, is
interested in such transaction, contract or other act; and any such Director may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors of the corporation which shall authorize or take action in respect
of any such transaction, contract or other act, and may vote thereat to
authorize, ratify or approve any such transaction, contract or other act with
like force and effect as if he or any firm or partnership of which he is a
member or partner or any other corporation of which he is a shareholder,
Director or Officer, were not interested in such transaction, contract or other
act.
ARTICLE IX
CUMULATIVE VOTING
-----------------
No shareholder shall have the right to vote cumulatively in the
election of Directors.
7
<PAGE> 1
EXHIBIT 21
US DOMESTIC OPERATIONS
Ameri-Kart Corp. Kansas
Buckhorn Inc. Ohio
- Buckhorn Ltd. UK
- Buckhorn Canada, Inc. Ontario, Canada
- Buckhorn of California, Inc. Ohio
- Buckhorn Rubber Products Inc. Missouri
Eastern Tire Equipment & Supplies, Limited Quebec, Canada
Elrick Industries, Inc. California
The James C. Heintz Company Ohio
MICO, Inc. U.S. Virgin Islands
Midland Tire Supply, Inc. Indiana
MYEcap Financial Corp. Ohio
Myers International, Inc. Ohio
Myers Missouri, Inc. Missouri
- Allibert-Contico LLC (50%) Missouri
- Allibert Industries Limitee Quebec, Canada
Myers Systems, Inc. Ohio
Myers Tire Supply (Canada) Limited Ontario, Canada
Myers Tire Supply (Chicago), Inc. Illinois
Myers Tire Supply (Nevada), Inc. Nevada
Myers Tire Supply (New York), Inc. New York
Myers Tire Supply (Va.), Inc. Virginia
Patch Rubber Company North Carolina
Plastic Parts, Inc. Kentucky
OPERATING DIVISIONS
Akro-Mils (of Myers Industries, Inc.) Akron, Ohio
Molded Solutions (of Buckhorn Rubber Products Inc.) Mebane, NC
Myers Tire Supply (of Myers Industries, Inc.) Akron, Ohio
EUROPEAN AND FOREIGN OPERATIONS
MYElin International Finance, SA France
Myers A.E., SA France
- ATMP France
- SCI de la Plaine France
- Holdiplast France
- Allibert Equipement, SA France
- Allibert Equipement US Inc. Delaware
- Allibert-Contico LLC (50%) Missouri
- Allibert Industries Limitee Quebec, Canada
- Allibert Contenitori SpA Italy
- Allibert Contentores Portugal
- Sommer Allibert (UK) Ltd. UK
- Allibert Manutencion S.A. Spain
- Allibert Equipement Sprl Belgium
- Allibert Transport und Lagertechnik
Verwaltungsgesellschaft mbH Germany
<PAGE> 2
- Allibert Transport und Lagertechnik
GmbH & Co Kg Germany
- Allibert Transport und Lagertechnik GmbH Austria
- Allibert Anshan Cuves SARL (50.1%) China
Myers de ElSalvador S.A. De C.V. El Salvador
- Orientadores Comerciales S.A. Guatemala
- Myers de Panama S.A. Panama
raaco International A/S Denmark
- raaco Denmark A/S Denmark
- Moderne Dansk Lagerindretning Denmark
- raaco Germany Germany
- raaco Austria Austria
- raaco France France
- raaco Suisse Switzerland
- raaco Great Britain UK
- raaco Sweden Sweden
- raaco Benelux B.V. Netherlands
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,142,571
<SECURITIES> 0
<RECEIVABLES> 105,261,828
<ALLOWANCES> 3,646,000
<INVENTORY> 70,633,142
<CURRENT-ASSETS> 190,382,508
<PP&E> 261,749,222
<DEPRECIATION> 101,183,831
<TOTAL-ASSETS> 508,272,226
<CURRENT-LIABILITIES> 89,733,807
<BONDS> 0
0
0
<COMMON> 11,625,116
<OTHER-SE> 196,907,055
<TOTAL-LIABILITY-AND-EQUITY> 508,272,226
<SALES> 126,746,405
<TOTAL-REVENUES> 126,746,405
<CGS> 79,519,275
<TOTAL-COSTS> 96,564,797
<OTHER-EXPENSES> 13,137,549
<LOSS-PROVISION> 3,646,000
<INTEREST-EXPENSE> 2,449,104
<INCOME-PRETAX> 14,594,955
<INCOME-TAX> 6,327,000
<INCOME-CONTINUING> 8,267,955
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,267,955
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
