<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>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Myers Industries, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 INDUSTRIES, INC. LOGO
- --------------------------------------------------------------------------------
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 Myers Industries, Inc. 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,
/s/ STEPHEN E. MYERS
STEPHEN E. MYERS
President and Chief Executive Officer
<PAGE> 3
MYERS INDUSTRIES, INC. LOGO
- --------------------------------------------------------------------------------
1293 South Main Street - Akron, Ohio 44301
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------
TO BE HELD APRIL 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 to increase the authorized shares of Common Stock from
30,000,000 to 60,000,000 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,
/s/ Milton I. Wiskind
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 18,359,381 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 outcome
of 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 Proposals
Nos. 3 and 4.
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.
2
<PAGE> 5
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.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOLLOWING NOMINEES:
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED(1,2) CLASS(1)
---- --- --------------------- ------------ --------
<S> <C> <C> <C> <C>
Keith A. Brown 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(4)
McDowell, Akron, Ohio. Served as
director since 1969.
Richard P. Johnston 68 Chairman of the Board of Merbanco, 15,003(4,5)
Inc., Jackson Hole, Wyoming, an
investment banking firm; Director of
AGCO, Inc., Duluth, Georgia, a
manufacturer and distributor of
agricultural equipment; Director of
Royal Precision Inc., Phoenix,
Arizona, a manufacturer of golf club
shafts, grips and athletic headwear.
Served as a director since 1992.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED(1,2) CLASS(1)
---- --- --------------------- ------------ --------
<S> <C> <C> <C> <C>
Stephen E. Myers 55 President and Chief Executive Officer 1,595,016(6,7,8) 8.7%
of the Company; Director of FirstMerit
Corporation, Akron, Ohio, a bank
holding company; Director, Reko
International Group, Inc., Oldcastle,
Ontario, Canada, a manufacturer of
tooling and molds. Served as director
since 1972.
Richard L. Osborne 61 Executive Dean, Weatherhead School of 7,377(4)
Management, Case Western Reserve
University, Cleveland, Ohio; Director
of Ohio Savings Financial Corporation,
Cleveland, Ohio, a savings and loan
holding company; Director of NCS
Healthcare, Inc., Beachwood, Ohio, a
provider of pharmacy services to long-
term care institutions; Director of
New Horizons Worldwide, Inc.,
Morganville, New Jersey, an operator
and franchiser of computer training
services. Served as director since
1978.
Jon H. Outcalt 62 Chairman of NCS Healthcare, Inc., 11,862(4,9)
Beachwood, Ohio, a provider of
pharmacy services to long-term care
institutions; Chairman and Chief
Executive Officer of Aberdeen Group,
Inc., Beachwood, Ohio, an investment
holding company; Director of Ohio
Savings Financial Corporation,
Cleveland, Ohio, a savings and loan
holding company. Served as director
since 1984.
Samuel Salem 75 Formerly served as Vice President of 9,866(4)
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.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED(1,2) CLASS(1)
---- --- --------------------- ------------ --------
<S> <C> <C> <C> <C>
Edwin P. Schrank 76 Formerly served as Director of McNeil 25,599(4)
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(10) 2.3%
the Company. Served as director since
1972.
</TABLE>
- ---------------
(1) Number of shares beneficially owned is reported as of February 1, 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 2,142,115 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 11,318 shares of Common Stock held by Universal Equities
Corporation, which is held by several trusts of which Mr. Brown is a
trustee.
(4) Includes shares which the non-employee director has a right to acquire by
exercising options granted under the 1992 Stock Plan.
(5) Richard P. Johnston serves as a trustee of the Johnston Family Charitable
Remainder Trust which holds 11,710 shares of Common Stock.
(6) 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.
(7) 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.
(8) Mr. Myers serves as a trustee of the Semantic Foundation Inc. which holds
21,660 shares of Common Stock. By virtue of his position as trustee of the
Foundation, Mr. Myers is deemed to beneficially own such shares which, when
excluded from the other shares he is deemed to beneficially 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.
(9) 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.
5
<PAGE> 8
(10) 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 Wiskind Family 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 Myers Industries, Inc. 1992 Stock Option Plan ("1992 Plan")
and the Myers Industries, Inc. 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
6
<PAGE> 9
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 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.
7
<PAGE> 10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation paid or accrued by Myers, to or on behalf of its chief executive
officer and each of the other 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>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION(1)
--------------------------------------------- ---------------
SECURITIES
OTHER UNDERLYING ALL
NAME AND ANNUAL OPTIONS/SARS OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION(3) OTHER COMPENSATION(4)
------------------ ---- --------- --------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 1998 $250,000 $200,000 -0- 14,000 $ 5,634
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 5,549
Senior Vice-President 1997 157,500 122,000 -0- 5,500 5,184
1996 140,000 122,000 -0- 3,300 4,917
Gregory J. Stodnick 1998 144,000 130,000 -0- 7,000 5,949
Vice President-Finance 1997 140,833 105,000 -0- 5,500 5,499
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 that 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, $5,379; Wiskind, $5,379; and Mr.
Stodnick, $5,379; (ii) amounts paid by Myers for excess group life
insurance, and other life insurance, as follows: Mr. Myers, $255; Mr.
Wiskind, $170; 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)
8
<PAGE> 11
$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
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 OF
NUMBER OF PERCENTAGE OF STOCK PRICE
SECURITIES TOTAL OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS/SARS EMPLOYEES IN EXERCISE OR EXPIRATION ---------------------
NAME GRANTED(1) FISCAL YEAR BASE PRICE DATE 5% 10%
---- ------------ ------------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 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. Wiskind 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.
9
<PAGE> 12
OPTION EXERCISES AND HOLDINGS
The following table contains information concerning the exercise of Stock
Options under Myers' Stock Plans, and information on unexercised Stock Options
held as of the end of the fiscal year, by the Named Executive Officers:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
AT FISCAL OPTIONS AT
SHARES YEAR-END YEAR-END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- ------------- ----------------
<S> <C> <C> <C> <C>
Stephen E. Myers 4,538 $53,857 11,330/22,800 $146,749/159,545
Milton I. Wiskind 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 1,595,016 8.7%
Common Stock Milton I. Wiskind 430,437 2.3%
Common Stock Gregory J. Stodnick 22,192 .1%
</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
10
<PAGE> 13
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.
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
11
<PAGE> 14
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>
MYERS INDUSTRIES S&P 500 PEER GROUP
---------------- ------- ----------
<S> <C> <C> <C>
'1993' $100.00 $100.00 $100.00
'1994' 76.82 101.32 89.35
'1995' 99.89 139.40 88.83
'1996' 104.05 171.40 89.06
'1997' 117.10 228.59 105.03
'1998' 198.71 293.91 104.37
</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 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.
12
<PAGE> 15
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 Myers' Amended and Restated Articles of
Incorporation ("Articles") to increase the number of shares of authorized Common
Stock from 30,000,000 to 60,000,000 shares. As of February 1, 1999, there were
issued and outstanding 18,349,070 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. 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.
13
<PAGE> 16
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 Sixty-One Million, 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 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 266,592 shares remain available for grant under
the 1997 Plan. These shares will continue to be available for grant even after
shareholder approval of the 1999 Stock Plan.
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 five 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, 248 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 approximately 900 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 Springfield, Missouri.
Accordingly, certain additional employees may be eligible to participate in the
1999 Stock Plan. Any awards of Stock Options under the 1999 Stock Plan to
participants not residing in the United States, will be subject to the
applicable tax laws of the country of such participants' domicile.
14
<PAGE> 17
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
Vice President -- Finance 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 90 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 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.
15
<PAGE> 18
ELIGIBILITY AND PARTICIPATION
In general, management of the Company will recommend, and then the Committee
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
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.
16
<PAGE> 19
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.
PRICE OF COMMON STOCK
The closing price of the Common Stock on the American Stock Exchange on
February 1, 1999 was $24.44.
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
17
<PAGE> 20
and may be subject to an additional 20% federal excise tax. Non-deductible
"parachute payments" will in general reduce 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 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"
18
<PAGE> 21
means the power to vote or to direct the voting of shares and "investment power"
means the power to dispose of or to direct the disposition of shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP % OF CLASS
------------------- -------------------- ----------
<S> <C> <C>
Stephen E. Myers(2) 1,595,016 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 21,660 shares of Common Stock. By virtue of his
position as trustee of the Foundation, Mr. Myers is deemed to beneficially
own such shares which, when excluded from the other shares he is deemed
beneficially to own, decreases the percentage of shares beneficially owned
by him to 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 15.1%.
(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 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 2000 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
19
<PAGE> 22
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
20
<PAGE> 23
- --------------------------------------------------------------------------------
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 60,000,000 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 1999.
[ ] 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
-----------------
- --------------------------------------------------------------------------------
