<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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SPECIALTY CHEMICAL RESOURCES
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
/X/ 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
SPECIALTY CHEMICAL RESOURCES, INC.
Supplemental Proxy Statement For
Annual Meeting of Stockholders
This Supplemental Proxy Statement is being furnished by Specialty Chemical
Resources, Inc., a Delaware corporation ("Specialty Chemical Resources" or the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders of the
Company to be held at the offices of Specialty Chemical Resources, 9100 Valley
View Road, Macedonia, Ohio 44056 on June 8, 1995 at 10:00 a.m. (Cleveland time),
and any postponements or adjournments thereof (the "Annual Meeting") and amends
and supplements the Company's Proxy Statement dated April 28, 1995, as amended
and supplemented by the Supplemental Proxy Statement dated May 15, 1995 (as
amended, the "Proxy Statement"). This Supplemental Proxy Statement should be
read in conjunction with the Proxy Statement.
This Supplemental Proxy Statement provides certain additional information
required to be disclosed by the Company in connection with the proxy contest
initiated against the Company by a group calling itself the Committee for
Revitalization and Enhancement of Stockholder Value of Specialty Chemical
Resources, Inc. (the "Committee").
This Supplemental Proxy Statement and the enclosed WHITE proxy card are
first being sent to Stockholders on or about May 24, 1995.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Set forth below is certain supplemental information with respect to
participants (as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended). Within the past year, no participant was, nor
is any participant currently, a party to any contract, arrangement or
understanding with respect to any securities of the Company. Since the beginning
of the Company's last fiscal year, the Company was not, and currently is not, a
party to any transaction, or proposed transaction, or series of similar
transactions, in which the amount involved exceeds $60,000.00 and in which any
participant, or any associate of any participant, has, or will have, a direct or
an indirect material interest. No participant, nor any associate of any
participant, has an arrangement or understanding with any person with respect to
any future employment by the Company or its affiliates or with respect to any
future transactions to which the Company or any of its affiliates will or may be
a party.
CERTAIN ADDITIONAL INFORMATION
As previously reported, the Company has recently received a $750,000
initial order from a new customer. The Company was informed verbally by the new
customer that its annual volume of orders could exceed three to four million
dollars. Of course, there can be no assurance that the customer's annual volume
will reach its projected levels.
The Company expects to introduce a new Barrier Pack Can during the third
quarter of the current fiscal year. Because the newly designed can combines
significant technological advantages with lower material costs, the Company
anticipates that it will realize cost savings that will have a favorable impact
on the Company's results of operations.
As you know, the Committee has alleged that the compensation of Messrs.
Edwin and Corey Roth has dramatically increased from 1991 through 1994, while,
in fact, the combined compensation of the
<PAGE> 3
Roths declined during that period. If bonuses are correctly attributed to the
year in which they are earned, the total cash compensation paid to Messrs. Edwin
and Corey Roth for their services in 1991 was $445,381 and in 1994 was $417,500,
resulting in a 6.3% decrease in total cash compensation.
VOTING INFORMATION
PLEASE DO NOT SIGN AND RETURN THE BLUE PROXY CARD OR OTHER PROXY OR NOTICE
OF REVOCATION SENT TO YOU BY THE COMMITTEE. PLEASE SIGN, DATE AND RETURN THE
ENCLOSED WHITE PROXY CARD IN THE ENCLOSED SELF-ADDRESSED STAMPED ENVELOPE. ONLY
YOUR LATEST DATED PROXY CARD WILL COUNT AT THE ANNUAL MEETING.
Any proxy may be revoked at any time prior to the time a vote is taken by
delivering written notice of revocation or a later dated proxy card, or by
voting in person at the Annual Meeting.
ONLY HOLDERS OF RECORD OF SHARES OF COMMON STOCK AS OF APRIL 17, 1995, THE
RECORD DATE, MAY VOTE AT THE ANNUAL MEETING. YOU ARE URGED TO SUBMIT THE WHITE
PROXY CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.
If any other matters properly come before the Annual Meeting, the proxy
holders intend to vote such proxies in accordance with their best judgment.
Unrevoked original WHITE proxy cards returned without direction will be voted
FOR the Board's nominees for election to the Board of Directors and FOR
ratification of the appointment of Grant Thornton LLP as the independent
accountants for the Company. Where no instructions have been given by a
Stockholder on the enclosed WHITE proxy card, the shares will be voted FOR the
Board's nominees for election to the Board of Directors of the Company and FOR
ratification of the appointment of Grant Thornton LLP as the independent
accounts for the Company.
May 23, 1995
Cleveland, Ohio Specialty Chemical Resources, Inc.
If you have any questions or need assistance in voting your shares, please
call:
[MacKenzie Partners logo]
156 Fifth Avenue
New York, New York 10010
1-800-322-2885 (toll-free in continental U.S.)
212-929-0308 (Fax)
2
<PAGE> 4
SPECIALTY CHEMICAL RESOURCES, INC.
9100 Valley View Road
Macedonia, Ohio 44056
May 23, 1995
DEAR STOCKHOLDER:
In a transparent attempt to justify their lack of a meaningful personal
financial commitment to Specialty Chemical, small-time raider Charles Woolley
and his cohorts have made a RIDICULOUS LOW-BALL OFFER TO BUY MY 564,488 SHARES
OF COMMON STOCK FOR ONLY $3 3/4 PER SHARE.
IN ADDITION TO REJECTING HIS LOW-BALL PRICE, I HAVE TOLD MR. WOOLLEY THAT
NO OFFER SHOULD BE MADE TO ME WITHOUT THE SAME OFFER BEING MADE TO ALL
STOCKHOLDERS OF THE COMPANY. I AM NOT INTERESTED IN "REVERSE GREENMAIL."
Knowing full well that I would turn down their illusory offer, this 24-hour
take it or leave it stunt -- on the eve of our election contest -- is nothing
more than a public relations ploy. Clearly our investors will see this ruse for
what it is -- a blatant attempt to dodge the justified concerns of Specialty
Chemical investors about the sincerity of the entire Woolley group.
WOOLLEY WANTS CONTROL OF SPECIALTY CHEMICAL
BUT IS UNWILLING TO PAY A FAIR PRICE TO ALL STOCKHOLDERS
Considering the pittance that this group has at risk in this proxy fight
raid on your Company, we continue to question their real motives. We think Mr.
Woolley should be more forthcoming with our stockholders.
- Mr. Woolley, who tells you he wants to be Specialty Chemical's next
President, needs to be more candid about the circumstances surrounding
his "departure" from his most recent employer.
- In addition, Mr. Bott, their self-anointed chief financial officer,
should explain why he was not kept on by RPM Inc. when it acquired his
company and why Mr. Judy was involved in litigation over his
compensation benefits after he "resigned" from the same company.
DO NOT LET YOUR ANNUAL MEETING BE USED AS AN OUTPLACEMENT
SOURCE FOR UNEMPLOYED FORMER EXECUTIVES
Ask yourself what these so-called "turn-around" artists bring to the table.
What they are really trying to turn-around is their own careers.
WHO DO YOU THINK IS MORE CLOSELY ALIGNED
WITH STOCKHOLDER INTERESTS?
Remember, the Woolley group's investment of all six of their nominees is
under $40,000 -- less than one-fiftieth of the amount your Directors and
management have invested in Specialty Chemical common stock.
<PAGE> 5
DON'T TURN OVER CONTROL OF YOUR COMPANY'S BRIGHT FUTURE TO THESE RAIDERS -- YOU,
NOT THEY, SHOULD BENEFIT FROM THE
COMPANY'S RECOVERY AND RETURN TO PROFITABILITY
Your Company has already weathered the most difficult period in its recent
history -- we have recovered from a devastating plant fire and successfully
rebuilt and streamlined our operations. The cost cutting and consolidation moves
made by your management team have positioned the Company to report significant
profits in the third and fourth quarters of this year.
- New product developments and dedication to the needs of our customers
will enable us to maximize stockholder value as we move forward.
- OUR ORDER INTAKE IS STRONG AND OUR CUSTOMERS' REACTION IS EXTREMELY
POSITIVE TO THE 250 NEW FORMULATIONS THAT WE HAVE DEVELOPED THIS YEAR
ALONE -- WITH ORDERS FOR 57 NEW FORMULATIONS ALREADY ON OUR BOOKS.
- Your Company's cash flow remains strong. Since March 1992, your
Company's tangible net worth has increased from $4.0 million to $8.3
million at the end of 1994.
- PLANT CONSOLIDATIONS ARE EXPECTED TO YIELD OVER HALF A MILLION DOLLARS
IN ANNUAL SAVINGS -- THIS IS ON TOP OF ADDITIONAL BENEFITS TO BE
REALIZED FROM SUBSTANTIAL SALARY AND OTHER OVERTIME AND HEAD-COUNT
REDUCTIONS.
- Operating margins are also expected to improve from projected reduced
inventory, lower transportation costs and increased capacity
utilization. Our new computer system should also have a positive
bottom-line impact as a result of better production scheduling and
improved purchasing efficiencies of raw materials.
SUPPORT YOUR COMPANY AND YOUR CURRENT BOARD
VOTE THE WHITE PROXY TODAY
Your vote is important. The success of your Company's future depends on
your vote at this year's Annual Meeting. Please sign, date and mail the enclosed
duplicate WHITE proxy promptly.
DON'T HAND OVER CONTROL OF SPECIALTY CHEMICAL TO A BUNCH OF SMALL-TIME
CORPORATE RAIDERS -- NONE OF WHOM OWNED A SINGLE SHARE OF STOCK BEFORE JANUARY
OF THIS YEAR. They want control but are not offering to pay you anything for
your shares. Reject their efforts to sell you short by voting to re-elect your
management nominees by signing, dating and mailing the WHITE proxy today.
The Board of Directors appreciates your continued support.
Sincerely,
EDWIN M. ROTH
Chairman and Chief Executive Officer
<PAGE> 6
INSTRUCTIONS FOR VOTING YOUR SHARES
VOTING BY PROXY
1. To be sure your vote is counted, please sign, date and return the
enclosed duplicate proxy.
2. DO NOT SIGN any blue proxy card you may receive from Mr. Woolley or
persons acting on his behalf, even as a protest.
3. All proxies should be received by Thursday, June 8, 1995 to be counted.
4. Only your latest dated proxy will be counted.
VOTING IN PERSON
The Annual Meeting will be held at the offices of Specialty Chemical
Resources, Inc. 9100 Valley View Road, Macedonia, Ohio on June 8, 1995 at 10:00
a.m. Eastern Daylight-Saving Time. Even if you previously voted by proxy, you
can vote by ballot at the meeting.
FOR ASSISTANCE
Call MacKenzie Partners, Inc. at (800) 322-2885 Toll-Free or (212) 929-5500
(collect).
TIME IS SHORT -- DO NOT DELAY
VOTE YOUR WHITE PROXY TODAY
<PAGE> 7
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CONTACT
SPECIALTY CHEMICAL RESOURCES, INC. AT (216) 468-1380 EXT. 213
OR
[MacKenzie Partners logo]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE (800) 322-2885
