<PAGE> 1
================================================================================
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>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] 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)(1) 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: ...........................................................
================================================================================
<PAGE> 2
Myers Logo
MYERS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
1293 SOUTH MAIN STREET - AKRON, OHIO 44301
- --------------------------------------------------------------------------------
March 19, 1999
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on April 29, 1999, at 9:00 A.M. at the [LOUIS S. MYERS TRAINING CENTER,
1554] 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, you will also be
asked to consider and approve the 1999 Stock Plan as well as a proposal to
increase the number of authorized shares of Myers Common Stock. 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,
STEPHEN E. MYERS
President and Chief Executive Officer
<PAGE> 3
Myers Logo
MYERS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
1293 South Main Street - Akron, Ohio 44301
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1999
The Annual Meeting of Shareholders of Myers Industries, Inc., an Ohio
corporation ("Myers" or the "Company"), will be held at the [LOUIS S. MYERS
TRAINING CENTER, 1554] South Main Street, Akron, Ohio 44301, on April 29, 1999,
at 9:00 A.M. (local time), for the following purposes:
1. To elect nine directors;
2. To approve a proposal to amend the Company's Amended and Restated
Articles of Incorporation ("Articles") to increase the authorized shares
of Common Stock from 30,000,000 to 50,000,000 shares;
3. To approve the Myers Industries, Inc. 1999 Stock Plan;
4. To ratify the appointment of Arthur Andersen LLP, independent public
accountants, as auditors for 1999; and
5. 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 12, 1999,
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,
MILTON I. WISKIND
Secretary
Akron, Ohio
March 19, 1999
THE 1998 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 29, 1999, 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 12, 1999, 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 [ ] 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 No. 2 regarding the increase in authorized shares of Common Stock
must be approved by the affirmative vote of the holders of two-thirds of the
shares of Common Stock, present in person or represented by proxy at the Annual
Meeting, assuming a quorum is present. Abstentions and broker non-votes will be
counted in determining votes present at the meeting. Consequently, an abstention
or a broker non-vote has the same effect as a vote against Proposal No. 2, as
each abstention or broker non-vote would be one less vote in favor of Proposal
No. 2.
Proposal Nos. 3 (regarding the Myers Industries, Inc. 1999 Stock Plan) and
4 (regarding the Ratification of Auditors) must be approved by the affirmative
vote of the holders of a majority of the shares of Common Stock, present in
person or represented by proxy at the Annual Meeting, assuming a quorum is
present. Abstentions and broker non-votes will be counted in determining votes
present at the meeting. Consequently, an abstention or a broker non-vote has the
same effect as a vote against a proposal, as each abstention or broker non-vote
would be one less vote in favor of a proposal.
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' 1998 Annual Report to Shareholders, is being
mailed to the shareholders of Myers on or about March 19, 1999.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Set forth below for each nominee for election as a director 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.
2
<PAGE> 5
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOLLOWING NOMINEES:
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR SHARES
PAST FIVE YEARS BENEFICIALLY PERCENT
NAME AGE AND OTHER INFORMATION OWNED(1, 2) OF CLASS(1)
- ---- --- ------------------------ ------------- -----------
<S> <C> <C> <C> <C>
Keith A. Brown 47 President of Chimera Corporation, 12,318(3)
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 71 Of Counsel, the law firm of Brouse 14,317(3)
McDowell, Akron, Ohio. Served as
director since 1969.
Richard P. Johnston 68 Chairman of the Board of Merbanco, Inc., 15,003(3,4)
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.,
Pheonix, Arizona, a manufacturer of golf
club shafts, grips and athletic
headwear. Served as a director since
1992.
Stephen E. Myers 55 President and Chief Executive Officer of 1,593,356(5,6,7) 8.7%
the Company, and Director, Reko
International Group, Inc., Windsor,
Ontario, Canada, a manufacturer of
tooling and molds. Served as director
since 1972.
Richard L. Osborne 61 Executive Dean, Weatherhead School of 7,377(3)
Management, Case Western Reserve
University, Cleveland, Ohio; Director of
Ohio Savings Financial Corporation,
Cleveland, Ohio, a savings and loan
holding company ("Ohio Savings Financial
Corporation"); Director of NCS
Healthcare, Inc., Beachwood, Ohio, a
provider of pharmacy services to long-
term care institutions ("NCS"); 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 62 Chairman of NCS; Chairman and Chief 9,990(3,8)
Executive Officer of Aberdeen Group,
Inc., Beachwood, Ohio, an investment
holding company; Director of Ohio
Savings Financial Corporation. Served as
director since 1984.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR SHARES
PAST FIVE YEARS BENEFICIALLY PERCENT
NAME AGE AND OTHER INFORMATION OWNED(1, 2) OF CLASS(1)
- ---- --- ------------------------ ------------- -----------
<S> <C> <C> <C> <C>
Samuel Salem 75 Formerly served as Vice President of 9,866(3)
GenCorp, Inc., Akron, Ohio, a
technology-based manufacturer of
aerospace, automotive and related
polymer products; formerly served as
President of DiversiTech General, Inc.,
a subsidiary of GenCorp. Served as
director since 1989.
Edwin P. Schrank 76 Formerly served as Director of McNeil 25,599(3)
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 73 Senior Vice President and Secretary of 430,437(9) 2.3%
the Company. Served as director since
1972.
</TABLE>
- ---------------
(1) Number of shares beneficially owned is reported as of February 8, 1999.
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 2,140,455 shares of Common Stock on February 1, 1999. This represents
approximately 11.7% of the outstanding shares of Common Stock as of that
date.
(3) Includes shares which the non-employee director has a right to acquire by
exercising options granted under the 1992 Stock Plan.
(4) Richard P. Johnston serves as a trustee of the Johnston Family Charitable
Remainder Trust which holds 11,701 shares of Common Stock.
(5) 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, decrease the percentage of shares beneficially owned by
him, and all officers and directors as a group, to 7.6% and 10.6%
respectively.
(6) Includes 51,054 shares of Common Stock held by Stephen E. Myers as trustee
and/or custodian for certain grandchildren of Louis S. Myers, 3,548 shares
of Common Stock owned by Stephen E. Myers' spouse (for which Mr. Myers
disclaims beneficial ownership) and 11,330 shares of Common Stock issuable
under stock options exercisable within 60 days.
(7) Mr. Myers serves as a trustee of the Semantic Foundation Inc. which holds
20,000 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 8.6% and 11.6%, respectively.
(8) 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.
(9) Includes 88,657 shares of Common Stock held by Mr. Wiskind's spouse, 91,084
shares of Common Stock held by Mr. Wiskind as trustee of trusts for his
children, 7,095 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 Wiskand Family
4
<PAGE> 7
Limited Partnership and 6,600 shares of Common Stock issuable under stock
options exercisable within 60 days.
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 1998 Annual Meeting of Shareholders.
The Audit Committee of the Board of Directors is composed of Keith A.
Brown, Karl S. Hay, Jon H. Outcalt and Edwin P. Schrank. The functions of this
Committee, which met twice in 1998, 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 Incentive
Stock Plan ("1997 Plan") (collectively "Stock Plans"), in addition to
administering the Stock Plans. The Compensation Committee, which met once in
1998, had as its members in 1998, 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 1998. During 1998, all directors attended at least 75% of
the aggregate total number of the meetings of the Board and committees on which
they served, except Keith A. Brown (66%). The Board of Directors does not have a
nominating committee.
DIRECTOR COMPENSATION
Outside directors were paid a $15,000 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
52,194 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 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 1998.
Karl S. Hay, a director of Myers, is Of Counsel to the law firm. The amount of
Mr. Hay's interest in Brouse McDowell's fees collected from Myers, if any,
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 (the "Commission") and to
furnish Myers with copies
5
<PAGE> 8
of all such forms they file. Myers understands from the information provided to
it by the Section 16 Filers for 1998 that they have adhered to all filing
requirements applicable to the Section 16 Filers.
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 executive officers of Myers who earned more than
$100,000 in 1998 (the "Named Executive Officers") and for the fiscal years ended
December 31, 1997 and 1996:
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION(1)
-------------------------------------------- ------------------------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION(3) OPTIONS/SARS COMPENSATION(4)
- ------------------ ---- -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 1998 $250,000 $200,000 -0- 14,000 $
President and Chief 1997 250,000 175,000 -0- 11,000 5,184
Executive Officer 1996 235,417 175,000 -0- 5,500 4,917
Milton I. Wiskind 1998 161,000 155,000 -0- 7,000
Senior Vice- 1997 157,500 122,000 -0- 5,500 5,184
President 1996 140,000 122,000 -0- 3,300 4,917
Gregory J. Stodnick 1998 144,000 130,000 -0- 7,000
Vice President- 1997 140,833 105,000 -0- 5,500 5,499
Finance 1996 125,000 105,000 -0- 3,300 5,217
</TABLE>
- ---------------
(1) None of the Named Executive Officers has any restricted stock holdings. No
long-term incentive plan payouts were made in 1998.
(2) Includes amounts earned and accrued in 1998 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 Commission rules and are
not included in this total.
(4) "All Other Compensation" for 1998 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, $[ ]; Wiskind, $[ ]; and
Mr. Stodnick, $[ ]; (ii) amounts paid by Myers for excess group life
insurance, and other 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.
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
multiplied 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 multiplied by the
Participant's Years of Service under the SERP. In either case the annual
supplemental pension benefit is payable for 10 years
6
<PAGE> 9
commencing at age 65. Credit for Years of Service under the SERP is awarded to a
participant 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
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------- ANNUAL RATES
NUMBER OF PERCENT OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION OR
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 8,844 4.0% $23.88 12/15/03 $58,337 $128,909
5,156 2.3% $26.26 12/15/03 21,713 62,856
------
14,000 6.3%
Milton I. Wiskand 7,000 3.2% $23.88 12/15/03 46,174 102,031
Gregory J. Stodnick 7,000 3.2% $23.88 12/15/03 46,174 102,031
</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.
7
<PAGE> 10
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>
VALUE OF
NUMBER OF SECURITIES UNEXERCISABLE
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR-END AT YEAR-END
---------------------- ----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- ---- --------------- -------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Stephen E. Myers 4,538 $53,857 $11,330/22,800 $146,749/159,545
Milton I. Wiskand 3,025 37,934 6,600/11,620 95,900/95,425
Gregory J. Stodnick 3,025 31,127 6,600/11,620 95,900/95,425
</TABLE>
- ---------------
(1) Based upon the closing price reported on the American Stock Exchange for the
Common Stock of Myers on December 31, 1998.
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
- -------------- ------------------- ------------------- ----------------
<S> <C> <C> <C>
Common Stock Stephen E. Myers 1,593,356 8.7%
Common Stock Milton I. Wiskand 430,437 2.3%
Common Stock Gregory J. Stodnick 22,192 -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, 11,330; Mr. Wiskind, 6,600; and Mr. Stodnick,
4,180.
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 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 are the same as those used in
determining the compensation of the other Named Executive Officers.
8
<PAGE> 11
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 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
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 December 31,1993 and ended December 31, 1998.(1)
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Myers Industries............... $100.00 $ 76.82 $ 99.89 $104.05 $117.10 $198.71
S&P 500........................ 100.00 101.32 139.40 171.40 228.59 293.91
Peer Group..................... 100.00 89.35 88.83 89.06 105.03 104.37
</TABLE>
- ---------------
(1) Assumes that the value of the investment in Myers Common Stock, the S&P 500
and the Peer Group was $100 on December 31, 1993 and that all dividends were
reinvested.
(2) The Peer Group consists of the following public companies: Applied
Industrial Technologies, Inc., Bandag, Incorporated, 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
9
<PAGE> 12
period market capitalization as required by the Commission. The following
change was made to the Peer Group from that reported in 1998: Echlin Inc.
was acquired by Dana Corp in July 1998.
PROPOSAL NO. 2
INCREASE OF AMOUNT OF AUTHORIZED COMMON STOCK
The Board of Directors has approved and determined to submit to the
Company's stockholders a proposal to amend the Company's Articles to increase
the number of shares of authorized Common Stock from 30,000,000 to 50,000,000
shares. As of February 1, 1999, there were issued and outstanding18,349,070
shares of Common Stock.
The Board of Directors of Myers is of the opinion that the present balance
of shares of Common Stock available for issuance is insufficient to enable Myers
to provide for its employee stock option and purchase plans or permit stock
dividends or splits. On April 28, 1994, at the Annual Shareholders Meeting, the
stockholders of Myers approved an increase in authorized shares of Common Stock
from 15,000,000 to 30,000,000. Since that time, Myers has [ ]. The increase
in authorized shares would provide for future employee stock option and purchase
plans, stock splits, stock dividends and other general business purposes.
Authorized but unissued shares may be issued at some later date upon
authorization by the Myers Board of Directors, except as may be limited by the
Articles, law, or by the rules of the American Stock Exchange. The holders of
shares of Myers Common Stock are not entitled to preemptive rights to purchase
or have offered to them any shares of Common or Preferred Stock whether now or
hereafter authorized. Although the proposed amendments would increase the number
of shares of Myers Common Stock available for issuance, the directors currently
have the authority described above and the amendment would not increase the
authority of the Board to take such actions. The Board has no present plans to
issue shares of Myers Common Stock for such purposes.
The Board of Directors believes that an increase in the number of
authorized shares of Myers Common Stock would not significantly impact any
attempt to gain control of Myers. It is possible, however, that the availability
of authorized but unissued shares of Myers Common Stock could discourage third
parties from attempting to gain such control since the Board could authorize the
issuance of shares of Common Stock in a private placement or otherwise to one or
more persons. Such an issuance of shares of Common Stock could dilute the voting
power of a person attempting to acquire control of Myers, increase the cost of
acquiring such control, affect the accounting treatment thereof or otherwise
hinder such efforts.
It is proposed that the first paragraph of Article Fourth of the Articles
be amended to read as follows:
"FOURTH: The maximum number of shares which the Company is authorized to
issue and to have outstanding at any time shall be Fifty-One Million, which
shall be classified as follows:
(a) Fifty Million (50,000,000) of said shares shall be Common Stock,
without par value; and
(b) One Million (1,000,000) of said shares shall be Series Preferred Stock,
without par value the express terms of which are set forth herein."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2
PROPOSAL NO. 3
APPROVAL OF THE COMPANY'S 1999 STOCK PLAN
The Board of Directors has adopted, subject to shareholder approval, the
Myers Industries, Inc. 1999 Stock Plan (the "1999 Stock Plan" or the "Plan").
The Board of Directors believes that approval of the 1999 Stock Plan will
advance the interests of the Company by providing eligible participants the
opportunity to receive a broad variety of equity-based awards.
As of February 1, 1999, only shares remain available for
grant under the1997 Plan. These shares will continue to be available for grant
even after shareholder approval of the 1999 Stock Plan.
10
<PAGE> 13
A total of 1,000,000 shares of Common Stock have been reserved for issuance
under the 1999 Stock Plan. The Company estimates that such amount will meet its
stock based compensation needs for the next [THREE] years.
Awards of discretionary and performance employee stock options can be made
under the 1999 Stock Plan. The maximum annual grant which can be made to any one
individual is one and one-half percent of the total outstanding shares of Common
Stock of Myers at the time of grant. No Award may be granted under the 1999
Stock Plan after ten years from the date of the Plan, but Awards previously
granted may extend beyond such date.
As of January 1, 1999, [ ] employees were eligible to participate
in the 1997 Plan. Such employees will also be eligible to participate in the
1999 Stock Plan if it is approved. It is not currently possible to determine the
benefits or amounts which may be received by the future participants of the 1999
Stock Plan.
On February 4, 1999, Myers added [ ] new employees as a result of
the Company's acquisition of the plastic material handling of division of Sommer
Allibert S.A., a French corporation with facilities throughout Europe and in
North America, and all of the interests in Allibert-Contico, LLC, a Missouri
limited liability company with facilities primarily in St. Louis, Missouri.
Accordingly, certain additional employees may be eligible to participate in the
1999 Plan. Any awards of Stock Options under the 1999 Plan to participants not
residing in the United States, will be subject to the applicable tax laws of the
country of such participants' domicile.
SUMMARY OF THE 1999 STOCK PLAN
The following summary description of the 1999 Stock Plan is qualified in
its entirety by reference to the full text of the 1999 Stock Plan. Copies of the
1999 Stock Plan may be obtained by a shareholder upon written request to the
Secretary of Myers.
Awards to participants under the 1999 Stock Plan may be either incentive
stock options ("ISOs") or non-qualified stock options ("NQSOs"). The option
price per share for ISOs must be at least equal to the fair market value of a
share of Common Stock on the date the option is granted; the option price per
share for NQSOs, however, may be set by the Compensation Committee of the Board
of Directors ("Compensation Committee" or "Committee").
The exercise period for ISOs cannot be more than ten years from the date of
grant, while the exercise period for NQSOs may be set by the Committee. Stock
options are not transferable, except by will or the laws of descent and
distribution, and they may not be subjected to any lien or liability. A one-time
reload option may also be granted at the time of award of NQSOs equal to the
number of shares issued upon exercise by the participant of the original option.
Myers may also require a participant to pay or otherwise satisfy applicable
withholding for income and employment taxes. The Compensation Committee may
prescribe additional rules governing the exercise of Stock Options and may
accelerate their exercisability, subject to certain restrictions imposed under
the Code.
In the event a participant's employment is terminated due to death,
disability or retirement, ISOs awarded to the participant will remain
exercisable for the maximum period allowable under the Code, and NQSOs will
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 other than
death, disability or retirement, all stock options granted under the 1999 Stock
Plan will be canceled immediately; provided, however, that if Myers terminates a
participant for reasons other than misconduct or misfeasance, the participant
may be granted 30 days to exercise any Stock Options; and provided further, that
if termination is attributable to a "Change of Control" (as defined in the 1999
Stock Plan), any Stock Options previously granted will continue for their term,
and will immediately vest, unless otherwise determined at the time of the grant
by the Committee.
ADMINISTRATION OF THE 1999 STOCK PLAN
The 1999 Stock Plan will be administered by the Compensation Committee. The
Compensation Committee is comprised solely of persons who qualify both as
"outside directors" (within the meaning of Code Section 162(m)) and"non-employee
directors" (within the meaning of Rule 16b-3 promulgated under the
11
<PAGE> 14
Securities Exchange Act of 1934), except that a person who otherwise may not so
qualify may be appointed where a recusal procedure is utilized by the Committee
for awards under the Plan.
Subject to the terms of the 1999 Stock Plan and approval by the
non-employee Directors of the Board, the Committee has authority to interpret
the 1999 Stock Plan; determine eligibility for the grant of Awards; determine,
modify or waive the terms and conditions of any Award; and otherwise do all
things necessary to carry out the purposes of the 1999 Stock Plan. All awards
are subject to the approval of the non-employee Directors of the Board.
ELIGIBILITY AND PARTICIPATION
In general, the Committee will recommend, and then non-employee directors
of the Board will select, the participants for the 1999 Stock Plan. Participants
will be among the employees of the Company who are in a position to make a
significant contribution to the success of Myers.
PAYMENT AND TAX WITHHOLDING
The full purchase price of any stock option must be paid upon exercise
either in (i) immediately available funds, (ii) shares of Common Stock having an
aggregate fair market value equal to the full purchase price, (iii) a
combination of (i) and (ii), or (iv) by use of a cashless exercise procedure.
CHANGES IN CAPITALIZATION; CHANGE IN CONTROL
In the event the outstanding shares of Myers's Common Stock are increased
or decreased as a result of stock dividends, stock splits, recapitalizations,
reorganizations or other changes in corporate structure effected without the
receipt of consideration, or in the event Myers's Common Stock is converted into
other shares or securities of Myers or any other corporation in connection with
a "Corporate Transaction," then appropriate adjustments will be made to the
class and/or number of shares available for subsequent issuance under the 1999
Stock Plan and, at the Compensation Committee's discretion, the number shares of
Common Stock subject to outstanding stock options and the option price per share
applicable to such stock options.
In the event of a Corporate Transaction or Change of Control, all stock
options or shares which have been outstanding under the 1999 Stock Plan will
immediately vest in full, except (and to the extent) there are limitations at
the time the shares are issued under the 1999 Stock Plan which preclude such
accelerated vesting in whole or in part. The acceleration of the vesting of
restricted shares and stock options could have the effect of discouraging a
Corporate Transaction or Change of Control of Myers and in management even
though such Corporate Transaction or Change of Control could be favored by a
majority of shareholders. "Change of Control" is basically defined as a change
in 30% or more of the beneficial ownership of Myers or a change of a majority of
the Board of Directors within a two-year period.
VALUATION
For purposes of valuation under the 1999 Stock Plan, the fair market value
of a share of Common Stock, on any relevant date, is the reported closing
selling price per share on the American Stock Exchange.
AMENDMENT AND TERMINATION
The Board of Directors may at any time amend, suspend or terminate the 1999
Stock Plan, in whole or part, provided such action does not adversely affect the
rights of participants with respect to outstanding options or shares. No
modification to the 1999 Stock Plan may, without shareholder approval, increase
the number of shares issuable under the 1999 Stock Plan.
Unless sooner terminated by Board action, the 1999 Stock Plan will
terminate upon the earlier of (i) ten years after adoption, or (ii) the first
date when all the shares of Myers's Common stock available for issuance
thereunder, or options therefor, have been issued.
12
<PAGE> 15
PRICE OF COMMON STOCK
The closing price of the Common Stock on the American Stock Exchange on
February 9, 1999 was $23.44.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes certain federal income tax consequences
of the issuance and exercise of stock options awarded under the 1999 Stock Plan.
The summary does not address all federal tax consequences, nor does it cover
state or local tax consequences.
In general, a participant realizes no taxable income on either the grant or
the vesting of a stock option. The exercise of a NQSO results in ordinary income
(generally subject to withholding, if the participant is an employee) equal to
the difference (the "Option Spread") between the value of the Common Stock
purchased and the option exercise price. A corresponding deduction is available
to the Company. In general, the ordinary income associated with the exercise is
measured and taken into account at the time of exercise. Any subsequent sale of
Common Stock purchased under a NQSO may result in a capital gain or loss. The
exercise of an ISO does not produce ordinary taxable income. However, because
the Option Spread constitutes "alternative minimum taxable income" (measured and
taken into account, in general, at the time of exercise), exercise of an ISO may
result in an alternative minimum tax liability.
In addition, shares purchased under an ISO ("ISO Shares") are subject to
special tax holding rules. If a participant holds ISO Shares for at least two
years from the date of the ISO grant and at least one year after exercise, any
gain or loss recognized for tax purposes upon a subsequent sale of the shares
will be a long-term capital gain or loss. A disposition of ISO Shares, however,
by the participant within either of these special holding periods (a so-called
"disqualifying disposition") results in ordinary compensation income in the year
of the disposition equal, in general, to the Option Spread at the time the
option was exercised. The ordinary income realized upon a disqualifying
disposition of ISO Shares is deductible by the Company but is not subject to
withholding. Any additional gain recognized for tax purposes in a disqualifying
disposition will be taxed as short-term or long-term capital gain.
An ISO that is exercised by the participant more than three months
following termination of employment (one year, if termination occurred by reason
of total and permanent disability) is treated for tax purposes as a NQSO. ISOs
granted to a participant under the 1999 Stock Plan (together with ISOs granted
to the participant after 1986 under any other plans of the Company) are also
treated as NQSOs to the extent that, in the aggregate, they first become
exercisable in any calendar year for shares of Common Stock having a fair market
value (determined at time of grant) in excess of $100,000.
Under the so-called "golden parachute" provisions of the Code, certain
awards vested or paid in connection with a Change of Control of the Company may
also be non-deductible to the Company and may be subject to an additional 20%
federal excise tax. Non-deductible "parachute payments" will in general the $1.0
million limit on deductible compensation under Code Section 162(m), to the
extent such limit is applicable to remuneration paid under the 1999 Stock Plan
or otherwise.
If the 1999 Stock Plan is approved by the shareholders, certain payments to
executive officers under the 1999 Stock Plan will be eligible for treatment as
"performance based" compensation under Code Section 162(m) of the Internal
Revenue Code. The 1999 Stock Plan is intended to comply with Section 162(m) by
allowing Awards granted under the 1999 Stock Plan to qualify as
performance-based compensation.
Myers anticipates that any compensation deemed paid by it in connection
with disqualifying dispositions of ISOs or exercises of NQSOs granted with an
exercise price equal to the fair market value of the option shares at the time
of grant will qualify as performance-based compensation for purposes of Code
section 162(m) and will not have to be taken into account for purposes of the
$1.0 million limitation per covered individual on the deductibility of the
compensation paid to certain executive officers of Myers. Accordingly, all
compensation
13
<PAGE> 16
deemed paid with respect to those options will remain deductible by Myers
without limitation under code section 162(m).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR PROPOSAL NO. 3
PROPOSAL NO. 4
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 1999. They have served as the Company's independent
auditors since 1966. Management recommends that the shareholders ratify the
approval of this appointment. 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR PROPOSAL NO. 4
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, 1999. 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 OF SHARES AND NATURE OF
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP % OF CLASS
- ------------------- -------------------- ----------
<S> <C> <C>
Stephen E. Myers(2) 1,593,356 8.7%
Mary S. Myers(3) 2,965,544 16.2%
Franklin Resources, Inc.(4) 942,640 5.1%
777 Mariners Island Boulevard
San Mateo, CA 94404
</TABLE>
- ---------------
(1) Unless otherwise noted, the Beneficial Owners have the same address as the
principal executive offices of the Company.
(2) 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 7.6%. Stephen E. Myers serves as a trustee of the Semantic
Foundation Inc. which holds 20,000 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 8.6%.
(3) 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 13.2%.
(4) Franklin Resources, Inc. ("FRI") is the parent holding company of Franklin
Advisory Services, Inc. ("FASI") and Franklin Advisors, Inc. ("FAI" and
collectively with FASI, the "Investment Subsidiaries"). According to
14
<PAGE> 17
the Schedule 13G Statement filed by FRI on February 1, 1999 (the "FRI 13G"),
all dispositive and/or voting power over the 942,640 shares reported therein
as beneficially owned by FRI is held by the Investment Subsidiaries pursuant
to advisory contracts between each subsidiary and FRI. In addition, the FRI
13G reported that Charles B. Johnson and Rupert H. Johnson, Jr. may be
deemed beneficial owners of the same shares because each of them own in
excess of 10% of the outstanding common stock of FRI. Messrs Johnson and
Johnson, FRI, and FASI jointly filed the FRI 13G as a group, pursuant to
Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as
amended.
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 19, 1999.
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 19, 1999
15
<PAGE> 18
Appendix A
MYERS INDUSTRIES, INC.
1999 INCENTIVE STOCK PLAN
<PAGE> 19
MYERS INDUSTRIES, INC.
1999 INCENTIVE STOCK PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
I. INTRODUCTION ........................................................................................... 1
1.1 Purpose of the Plan ........................................................................... 1
1.2 Definitions ................................................................................... 1
II. ADMINISTRATION.......................................................................................... 4
2.1 Administration ................................................................................ 4
2.2 Participation ................................................................................. 4
2.3 Maximum Number of Shares Available ............................................................ 4
2.4 Adjustments ................................................................................... 5
2.5 Registration Conditions ....................................................................... 5
2.6 Committee Action .............................................................................. 5
III. STOCK OPTIONS............................................................................................6
3.1 Price...........................................................................................6
3.2 Period..........................................................................................6
3.3 Time of Exercise................................................................................6
3.4 Exercise Procedures.............................................................................6
3.5 Payment.........................................................................................6
3.6 Special Rule for Incentive Stock Options........................................................6
3.7 Reload Stock Options............................................................................7
3.8 Effect of Leaves of Absence.....................................................................7
3.9 Termination of Employment.......................................................................7
IV. GENERAL PROVISIONS ..................................................................................... 8
4.1 Amendment and Termination.......................................................................8
4.2 Government and Other Regulations .............................................................. 8
4.3 Other Compensation Plans and Programs ......................................................... 9
4.4 Foreign Participants........................................................................... 9
4.5 Miscellaneous Provisions ...................................................................... 9
4.6 Effective Date ............................................................................... 11
</TABLE>
i
<PAGE> 20
MYERS INDUSTRIES, INC.
1999 INCENTIVE STOCK PLAN
MYERS INDUSTRIES, INC., (the "Company") hereby adopts this 1999
Incentive Stock Plan ("Plan"), effective as of January 1, 1999, but subject to
shareholder approval at the 1999 Annual Shareholders Meeting. The number of
shares of Common Stock approved and reserved under the Plan is five hundred
thousand (1,000,000) shares.
I. INTRODUCTION
1.1 PURPOSE OF THE PLAN
Myers Industries, Inc., has established the Plan to further its
long-term financial success by creating the opportunity for key employees of the
Company and its Subsidiaries to receive stock-based compensation whereby they
can share in achieving and sustaining such success. The Plan also provides a
means to attract and retain the executive talent needed to achieve the Company's
long-term growth and profitability objectives.
1.2 DEFINITIONS
When used in the Plan, the following terms shall have the meanings set
forth below.
(a) "Award(s)" shall mean Incentive Stock Options, Non-Qualified Stock
Options or Reload Stock Options granted under the Plan.
(b) "Award Agreement" shall mean an agreement which shall evidence the
particular terms, conditions, rights and duties of the Company and the
Participant with respect to an Award.
(c) "Board" shall mean the Board of Directors of the Company.
(d)(i) "Change of Control" shall mean (A) the attainment of beneficial
ownership by any Person (as defined herein) of capital stock of the Company, the
voting power of which constitutes 30 percent or more of the voting power of all
of the Company's outstanding capital stock; or (B) a change in the composition
of a majority of the Board during any period of two (2) years or less, provided
that in determining such change, any Director whose election has been approved
in advance by at least two-thirds (2/3) of the Directors then in office shall
not be considered a new Director. No sale to underwriters or private placement
of capital stock by the Company, nor any acquisition by the Company, through
merger, purchase of assets or otherwise, effected in whole or in part by
issuance or reissuance of shares of its capital stock, shall constitute a Change
of Control.
(ii) For purposes of determining a Change of Control under the Plan,
the following provisions shall apply:
(A) The term "Person" shall mean any individual, corporation
or other entity.
<PAGE> 21
(B) Any Person shall be deemed to be the beneficial owner
of any shares of capital stock of the Company:
(1) which that Person owns directly, whether or
not of record,
(2) which that Person has the right to acquire
pursuant to any agreement or understanding
or upon exercise of conversion rights,
warrants or options, or otherwise,
(3) which are beneficially owned, directly or
indirectly (including shares deemed owned
through application of Paragraph (B)(2)
above), by an "affiliate" or "associate" (as
defined in the rules of the Securities and
Exchange Commission) of that Person, or
(4) which are beneficially owned, directly or
indirectly (including shares deemed owned
through application of Paragraph (B)(2)
above), by any other Person with which that
Person or his "affiliate" or "associate" has
any agreement, arrangement or understanding
for the purpose of acquiring, holding,
voting or disposing of capital stock of the
Company.
(C) For purposes of determining whether a Person has
acquired beneficial ownership of 30 percent or more
of the Company, the outstanding shares of capital
stock of the Company shall include shares deemed
owned by such Person through application of
Paragraphs (B)(2), (B)(3) and (B)(4) above, but shall
not include any other shares which may be issuable
pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise,
but which are not actually outstanding.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(f) "Committee" shall mean the Compensation Committee of the Board, or
such other committee of the Board which shall be designated by the Board to
administer the Plan. If the Board does not designate the Compensation Committee
as the Committee, the Committee will be composed of two (2) or more persons who
are from time to time appointed to serve by the Board. Each member of the
Committee will be a "non-employee director" within the meaning of Rule 16b-3 of
the Securities Exchange Act or any successor rule, as any such rule may be
amended from time to time, and will also qualify as an "outside director" within
the meaning of Code Section 162(m). A person may be appointed to the Committee
who does not qualify as a "non-employee director" if the Committee adopts and
follows a recusal procedure which qualifies under the Section 16 Rules.
2
<PAGE> 22
(g) "Common Stock" shall mean the common stock of the Company, no par
value per share, and may be either stock previously authorized but unissued, or
stock reacquired by the Company.
(h) "Company" shall mean Myers Industries, Inc., and any successor in a
reorganization or similar transaction.
(i) "Director" shall mean a duly elected member of the Board.
(j) "Disability" shall mean the inability of a Participant to perform
the services normally rendered due to any physical or mental impairment that can
be expected to be of either permanent or indefinite duration, as determined by
the Committee on the basis of appropriate medical evidence, and that results in
the Participant's Termination of Employment; provided, however, that with
respect to any Participant who has entered into an employment agreement with the
Company or any of its Subsidiaries, the term of which has not expired at the
time a determination concerning Disability is to be made, Disability shall have
the meaning attributed to "permanent disability" in such employment agreement.
(k) "Fair Market Value" shall mean with respect to a given day, the
closing sales price of a share of Common Stock, as reported by such responsible
reporting service as the Committee may select, or if there were no transactions
in the Common Stock on such day, then the last preceding day on which
transactions took place. The foregoing notwithstanding, the Committee may
determine the Fair Market Value in such other manner as it may deem more
appropriate for Plan purposes or as is required by applicable laws or
regulations.
(l) "Incentive Stock Option" or "ISO" shall mean a right to purchase
the Company's Common Stock which is intended to comply with the terms and
conditions for an incentive stock option as set forth in Section 422 of the
Code, or such other sections of the Code as may be in effect from time to time.
(m) "Non-Qualified Stock Option" or "NQSO" shall mean a right to
purchase the Company's Common Stock which is not intended to comply with the
terms and conditions for a tax-qualified stock option, as set forth in Section
422 of the Code, or such other sections of the Code as may be in effect from
time to time.
(n) "Participant" shall mean an officer or full-time salaried employee
(including a Director who is also a full-time employee) of the Company or any of
its Subsidiaries who, in the judgment of the Committee, is in a position to make
a positive contribution to the management, growth and success of the Company and
is thus designated by the Committee to receive an Award.
(o) "Plan" shall mean the Company's 1999 Stock Plan, as set forth
herein.
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<PAGE> 23
(p) "Qualified Director" shall mean a Director who is both an "outside
director" within the meaning of Code Section 162(m) and a "non-employee
director" within the meaning of Rule 16b-3.
(q) "Reload Stock Option" shall mean an option granted to a Participant
who has paid for shares subject to option through the delivery of shares of
Common Stock having an aggregate Fair Market Value as determined on the date of
exercise equal to the option price.
(r) "Retirement" shall mean a Participant's Termination of Employment
by reason of retirement at his normal retirement date, pursuant to and in
accordance with a pension, retirement or similar plan or other regular
retirement practice of the Company or any of its Subsidiaries, or in accordance
with the early retirement provision(s) thereof.
(s) "Securities Act" shall mean the Securities Act of 1933, as amended.
(t) "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(u) "Subsidiaries" shall mean the majority-owned subsidiaries of the
Company.
(v) "Termination of Employment" shall mean a cessation of the
employee-employer relationship between a Participant and the Company or its
Subsidiaries for any reason.
II. ADMINISTRATION
2.1 ADMINISTRATION
The Plan shall be administered by the Committee, which, subject to the
express provisions of the Plan, shall have full and exclusive authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations deemed necessary or
advisable in the implementation and administration of the Plan; provided,
however, that subject to the express provisions hereof or unless required by
applicable law or regulation, no action of the Committee shall adversely affect
the terms and conditions of any Award made to, or any rights hereunder or under
any Award Agreement of, any Participant, without such Participant's consent. The
Committee's interpretation and construction of the Plan shall be conclusive and
binding on all persons, including the Company and all Participants.
2.2 PARTICIPATION
The Committee shall, from time to time, make the selection of
Participants and determine the Award or Awards to be granted to each
Participant. In making its determinations, the Committee may take into account
the nature of the services rendered or expected to be rendered by the respective
Participants, their present and potential contributions to the Company's
success, and such other factors as the Committee in its discretion shall deem
relevant.
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2.3 MAXIMUM NUMBER OF SHARES AVAILABLE
The maximum number of shares which may be granted under the Plan is
five hundred thousand (1,000,000) shares.
No Incentive Stock Options shall be granted after January 1, 2009, or
such other period required under the Code.
2.4 ADJUSTMENTS
In the event of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations, exchanges of shares, spin-offs,
liquidations, reclassifications or other similar changes in the capitalization
of the Company, the number of shares of Common Stock available for grant under
this Plan shall be adjusted proportionately or otherwise by the Board and, where
deemed appropriate, the number of shares covered by outstanding stock options
and the option price of outstanding stock options shall be similarly adjusted.
Also, in instances where another corporation or other business entity is
acquired by the Company, and the Company has assumed outstanding employee option
grants under a prior existing plan of the acquired entity, similar adjustments
are permitted at the discretion of the Committee. In the event of any other
change affecting the Common Stock reserved under the Plan, such adjustment, if
any, as may be deemed equitable by the Board, shall be made to give proper
effect to such event.
2.5 REGISTRATION CONDITIONS
Unless issued pursuant to a registration statement under the Securities
Act, no shares shall be issued to a Participant under the Plan unless the
Participant represents to and agrees with the Company that such shares are being
acquired for investment and not with a view to the resale or distribution
thereof, or such other documentation as may be required by the Company unless,
in the opinion of counsel to the Company, such representation, agreement or
documentation is not necessary to comply with the Securities Act.
Any restriction on the resale of shares shall be evidenced by an
appropriate legend on the stock certificate.
The Company shall not be obligated to deliver any Common Stock until it
has been listed on each securities exchange on which the Common Stock may then
be listed or until there has been qualification under or compliance with such
federal or state laws, rules or regulations as the Company may deem applicable.
The Company shall use reasonable efforts to obtain such listing, qualification
and compliance.
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2.6 COMMITTEE ACTION
The Committee may, through Award Agreements, limit its discretion under
this Plan. To the extent such discretion is not specifically waived in an Award
Agreement, the Committee shall retain such discretion.
III. STOCK OPTIONS
All stock options granted to Participants under the Plan shall be
evidenced by Award Agreements which shall be subject to applicable provisions of
the Plan, and such other provisions as the Committee may adopt, including the
following provisions.
3.1 PRICE
The option price per share of Non-Qualified Stock Options ("NQSOs")
shall be set by the Committee at the time of grant. The option price per share
of Incentive Stock Options ("ISOs") shall not be less than 100 percent of the
Fair Market Value of a share of Common Stock on the date of grant. If a NQSO is
to meet the requirements of Section 162(m) of the Code, it shall be issued at
Fair Market Value.
3.2 PERIOD
An ISO shall not be exercisable for a term longer than ten (10) years
from date of grant. NQSOs shall have a term as established by the Committee.
3.3 TIME OF EXERCISE
The Committee may prescribe the timing of the exercise of the stock
option and any minimums and installment provisions and may accelerate the time
at which a stock option becomes exercisable, provided that with respect to ISOs,
no such acceleration shall result in a violation of Section 3.6.
3.4 EXERCISE PROCEDURES
A stock option, or portion thereof, shall be exercised by delivery of a
written notice of exercise to the Company and payment of the full price of the
shares being purchased.
3.5 PAYMENT
The price of an exercised stock option, or portion thereof, may be paid
pursuant to Section 4.4(k).
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3.6 SPECIAL RULE FOR INCENTIVE STOCK OPTIONS
If the aggregate Fair Market Value of Common Stock with respect to
which ISOs are exercisable for the first time by a Participant during any
calendar year (under this Plan and all other plans of the Company and its
Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000), such ISOs shall
be treated as NQSOs to the extent of the excess. In applying the foregoing
limitation, ISOs shall be taken into account in the order in which they were
granted, and the Fair Market Value of Common Stock subject to such ISOs shall be
determined as of the date of grant. If such limit is exceeded in any calendar
year, the Company shall have the right to designate which shares of Common Stock
purchased pursuant to such ISOs shall be treated as having been acquired by the
Participant pursuant to an ISO.
3.7 RELOAD STOCK OPTIONS
A Reload Stock Option may be granted by the Committee in an Award
Agreement. If a reload option is granted and a stock option is exercised while
the Participant is employed by the Company and the Participant pays for the
shares subject to option through the delivery of Common Stock having an
aggregate Fair Market Value as determined on the date of exercise equal to the
option price, the Participant will be granted a Reload Stock Option on the date
of such exercise. The Award shall equal the number of whole shares of Common
Stock used to pay the purchase price, and the exercise price of the Reload Stock
Option shall equal the Fair Market Value of the Common Stock on the date of
grant. If the Company withholds shares of Common Stock to cover applicable
income and employment taxes related to the exercise of an option, then the Award
shall equal the number of whole shares of Common Stock used to pay the purchase
price less the number of shares withheld.
Subject to the provisions of this Plan, the Reload Stock Option may be
exercised between its date of grant and the date of expiration of an option.
Shares of stock acquired upon the exercise of a Reload Stock Option are
restricted from sale for two (2) years. A Reload Stock Option shall be evidenced
by an Award Agreement containing such other terms and conditions as the
Committee approves. No Reload Stock Option shall be granted with respect to a
stock option exercised after the Participant's Retirement, Disability, death or
other Termination of Employment.
3.8 EFFECT OF LEAVES OF ABSENCE
It shall not be considered a Termination of Employment when a
Participant is placed by the Company or any of its Subsidiaries on military
leave, sick leave or other bona fide leave of absence. In case of such leave of
absence, the employment relationship for Plan purposes shall be continued until
the later of the date when such leave of absence equals ninety (90) days or when
the Participant's right to reemployment with the Company or any of its
Subsidiaries shall no longer be guaranteed either by statute or contract.
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<PAGE> 27
3.9 TERMINATION OF EMPLOYMENT
In the event of Termination of Employment, the following provisions
shall apply with respect to ISOs and NQSOs unless waived by the Committee, or as
otherwise specifically provided in the Award Agreement.
(a) TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. NQSOs and
ISOs shall be exercisable for a period equal to the lesser of
five (5) years or the remaining option term; provided,
however, that if the Participant elects to exercise his ISOs
(i) later than three (3) months after the date of his
Termination of Employment due to Retirement or (ii) twelve
(12) months after the date of his Termination of Employment
due to Disability, such ISOs shall be treated as NQSOs under
the Code for purposes of calculating the federal income tax
applicable as a result of the exercise of such ISOs and the
subsequent disposition of the acquired shares.
(b) OTHER TERMINATION. If a Participant's employment with the
Company or any of its Subsidiaries is terminated for any
reason other than death, Disability or Retirement, all Awards
under this Plan shall be immediately canceled, except that if
the termination is by the Company or any of its Subsidiaries
or for any reason other than misconduct or misfeasance, the
Participant shall have thirty (30) days thereafter within
which to exercise his options to the extent that the options
are otherwise exercisable immediately prior to such
termination; and further, if such termination is attributable
to a Change of Control, such Award shall not be canceled but
shall continue as though the Participant remained in the
employ of the Company or any of its Subsidiaries during the
remaining option term of the Award.
(c) LIMITATIONS ON EXERCISE. Notwithstanding the foregoing, the
Committee may rescind the right to exercise stock options
following Termination of Employment if the Participant has
been found to be directly or indirectly engaged in any
activity which is in competition with the Company or any of
its Subsidiaries or is otherwise adverse to, or not in the
best interest of, the Company or any of its Subsidiaries.
Further, no option agreement for ISOs may extend their
exercise period beyond the time allowed by the Code.
IV. GENERAL PROVISIONS
4.1 AMENDMENT AND TERMINATION
The Board may, at any time and from time to time, suspend or terminate
the Plan in whole or amend it from time to time in such respects as the Board
may deem appropriate, subject, however, to the regulatory requirements of
Section 16(b) of the Securities Exchange Act and the requirements of the Code.
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<PAGE> 28
4.2 GOVERNMENT AND OTHER REGULATIONS
The obligation of the Company to issue Awards under the Plan shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any government agencies as may be required.
4.3 OTHER COMPENSATION PLANS AND PROGRAMS
The Plan shall not be deemed to preclude the implementation by the
Company and its Subsidiaries of other compensation plans or programs which may
be in effect from time to time.
4.4 FOREIGN PARTICIPANTS
The Committee may, in its sole discretion without amending the Plan, modify
any option grants awarded hereunder to Participants who are foreign nationals or
employed outside the United States to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax,
securities, currency, employee benefit or other matters.
4.5 MISCELLANEOUS PROVISIONS
(a) NO RIGHT TO CONTINUE EMPLOYMENT. Nothing in the Plan or in any
Award or Award Agreement confers upon any Participant the right to continue in
the employ of the Company or its Subsidiaries or interferes with or restricts in
any way the rights of the Company or its Subsidiaries to discharge any
Participant at any time for any reason whatsoever, with or without cause.
(b) NON-TRANSFERABILITY. No right or interest of any Participant in any
Award under the Plan shall be (i) assignable or transferable, except by will or
the laws of descent and distribution or a valid beneficiary designation made in
accordance with procedures established by the Committee, or (ii) liable for, or
subject to, any lien, obligation or liability. An ISO may be exercised only by
the Participant during his lifetime, by his estate or by the person who acquires
the right to exercise such option by bequest or inheritance.
(c) DESIGNATION OF BENEFICIARY. A Participant, in accordance with
procedures established by the Committee, may designate a person or persons to
receive, in the event of the Participant's death, (i) any payments with respect
to which the Participant would then be entitled, and (ii) the right to continue
to participate in the Plan to the extent of such Participant's outstanding
Awards. Such designation shall be made upon forms supplied by and delivered to
the Company and may be revoked in writing.
(d) WITHHOLDING TAXES. The Company's obligation to deliver shares of
Common Stock or cash upon the exercise of stock options granted will be subject
to the satisfaction by the Participant of all applicable federal, state and
local income tax and employment tax withholding requirements. The Committee (or
plan administrator) may, in its discretion and in accordance with any applicable
tax or securities laws (including the applicable safe-harbor provisions of
Securities and Exchange Commission Rule 16b-3), provide any or all holders of
NQSOs under the Plan, with the right to use shares of the Company's Common Stock
in satisfaction of all or part of the federal, state and local income tax and
employment tax liabilities incurred by such holders in connection with the
exercise of their options or the vesting of their shares (the "Taxes"). Such
right may be provided to any such option holder in either or both of the
following formats:
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<PAGE> 29
(i) STOCK WITHHOLDING. The holder of the NQSO may be provided with
the election to have the Company withhold, from the shares of
Common Stock otherwise issuable upon the exercise of such
NQSO, a portion of those shares with an aggregate fair market
value not to exceed one hundred percent (100%) of the
applicable Taxes.
(ii) STOCK DELIVERY. The holder of the NQSO may be provided with
the election to deliver to the Company, at the time the NQSO
is exercised, one (1) or more shares of Common Stock
previously acquired by such individual (other than in
connection with the option exercise triggering the Taxes) with
an aggregate fair market value equal to the designated
percentage (up to 100% as specified by the option holder) of
the Taxes incurred in connection with such option exercise.
(e) PLAN EXPENSES. Any expenses of administering the Plan shall be
borne by the Company.
(f) CONSTRUCTION OF PLAN. The interpretation of the Plan and the
application of any rules implemented hereunder shall be determined solely in
accordance with the laws of the State of Ohio.
(g) UNFUNDED PLAN. The Plan shall be unfunded, and the Company shall
not be required to segregate any assets which may at any time be represented by
Awards. Any liability of the Company to any person with respect to an Award
under this Plan shall be based solely upon any obligations which may be created
by this Plan; no such obligation of the Company shall be deemed to be secured by
any pledge or other encumbrance on any property of the Company.
(h) BENEFIT PLAN COMPUTATIONS. Any benefits received or amounts paid to
a Participant with respect to any Award granted under the Plan shall not have
any effect on the level of benefits provided to or received by any Participant,
or the Participant's estate or beneficiary, as part of any employee benefit plan
(other than the Plan) of the Company.
(i) PRONOUNS, SINGULAR AND PLURAL. The masculine may be read as
feminine, the singular as plural and the plural as singular as necessary to give
effect to the Plan.
(j) MAXIMUM ANNUAL GRANT. In no event shall any one individual
participating in the Plan, be granted stock options for more than one and
one-half percent (1.5%) of the total outstanding shares of Common Stock of the
Company, in the aggregate, in any calendar year.
(k) PAYMENT. The exercise price will be payable in one of the
alternative forms specified below:
(i) full payment in cash or check made payable to the
Company's order; or
(ii) full payment in shares of Common Stock held for the
requisite period necessary to avoid a charge to the
Company's reported earnings and valued at fair market
value on the Exercise Date (as such term is defined
below); or
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(iii) full payment in a combination of shares of Common
Stock held for the requisite period necessary to
avoid a charge to the Company's reported earnings and
valued at fair market value on the Exercise Date and
cash or check payable to the Company's order; or
(iv) full payment through a sale and remittance procedure
pursuant to which the Participant will provide
irrevocable written directives to a designated
brokerage firm to effect the immediate sale of the
purchased shares and remit to the Company, out of the
sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise
price payable for the purchased shares and shall
concurrently provide written instructions to the
Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to
complete the sale transaction.
For purposes of this subsection, the "Exercise Date" will be the date
on which written notice of the option exercise is delivered to the Company, and
the fair market value per share of Common Stock on any relevant date shall be
determined in accordance with the provisions of the Plan. Except to the extent
the sale and remittance procedure specified above is utilized for the exercise
of the option, payment of the option price for the purchased shares must
accompany the exercise notice.
4.6 EFFECTIVE DATE
The Plan will become effective as of January 1, 1999, upon approval by
shareholders of the Company. The Plan and all outstanding Awards shall remain in
effect until all outstanding Awards have been exercised, expired or canceled.
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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 29, 1999, 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 increase of Common Stock from 30,000,000 to 50,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- --------------------------------------------------------------------------------
3. To approve the Myers Industries, Inc. 1999 Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on reverse side)
(Continued from other side)
4. To ratify the appointment of Arthur Andersen LLP, independent certified
public accountants, as auditors for the company for the year 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. 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:
-------------------------, 1999
