October 24, 1994
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20549
Dear Sir/Madam:
Enclosed herewith pursuant to Regulation 14A is the registrant's
Consent Solicitation to be used to solicit consents from holders of our 9%
Convertible Subordinated Debentures due 1999 to a proposed amendment to
the Indenture to permit dividend payments of up to $1,500,000.
The registrant hopes to mail solicitations to holders of the
Debentures on approximately November 4, 1994.
Payment in the amount of $125 has been electronically made to the
Commission's account at Mellon Bank.
Please contact the undersigned or David B. Mueller, Chief Financial
Officer of the registrant, with any questions or comments at
(314) 721-4242.
Sincerely,
SPARTECH CORPORATION
J. D. Chezem
Corporate Controller
JDC/mlc
Enclosure<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Materials Pursuant to Sec 240.14a-11(c) or Sec 240.14a-12
SPARTECH CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(i)(3).
$500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rule 14a-5(i)(4) and
0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule-11.
(4) Proposed maximum aggregate value of transaction:
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>
SPARTECH CORPORATION
7733 FORSYTH BOULEVARD, SUITE 1450
CLAYTON, MISSOURI 63105
October 29, 1994
To Holders of Spartech Corporation
9% Convertible Subordinated Debentures due 1999
A principal objective of Spartech's Board of Directors is to enhance
shareholder value through current income and capital appreciation. Toward
that end, we are writing you to ask for your consent to amend a certain
provision of the indenture governing the 9% Convertible Subordinated
Debentures due 1999 (the "Securities") of Spartech Corporation.
Specifically, the proposed amendment will amend the indenture to allow for
$1.5 million of dividends in the aggregate to be paid. The Indenture limits
the amount of dividends to "Accumulated Net Earnings" since November 1,
1986. Because of the large losses incurred by the Company during the 1989-
91 period, "Accumulated Net Earnings" since November 1, 1986 equate to a
deficit of $6.3 million. However, since 1991 earnings have improved in
every quarter and "Accumulated Net Earnings" since November 1, 1991 have
amounted to $18.9 million. The purpose, effects and text of the amendment
is more fully explained and set forth in the attached Solicitation
Statement. Subject to the terms and conditions set forth in the attached
Solicitation Statement and the enclosed Consent form, the Company will pay
consenting Securities holders $5 in cash for each $1,000 principal amount of
Securities for which a consent has been accepted.
The Company requests that consents be returned as soon as possible and
in any event prior to 12:00 midnight on November 30, 1994.
We would appreciate your prompt attention to this matter.
Kindest regards,
SPARTECH CORPORATION
Bradley B. Buechler
President and
Chief Executive Officer
BBB/mlc
<PAGE>
SPARTECH CORPORATION
SOLICITATION OF CONSENT TO AMENDMENT
OF A PROVISION OF THE INDENTURE
GOVERNING ITS 9% CONVERTIBLE SUBORDINATED DEBENTURES
DUE 1999
Spartech Corporation (the "Company" or "Spartech") is soliciting
consents of registered holders of its 9% Convertible Subordinated Debentures
due 1999 (the "Securities") to amend (the "Proposed Amendment") a provision
of the indenture (the "Indenture") governing the Securities. The purpose of
the solicitation (the "Solicitation") is to provide management with the
ability to pay a dividend on its common shares as early as the first quarter
of Fiscal 1995.
Specifically, the Proposed Amendment would amend the Indenture to allow
for $1.5 million of dividends in the aggregate to be paid irrespective of
"Accumulated Net Earnings" defined in the Indenture to be net income of the
Company and its consolidated subsidiaries from November 1, 1986 to the end
of the most recent fiscal quarter preceding the calculation thereof and
determined according to generally accepted accounting principles. This
Solicitation Statement was first sent to holders of securities on November
5, 1994.
Subject to the terms and conditions set forth in this Solicitation
Statement, the Company will (i) accept all properly completed and executed
consent forms constituting or deemed to constitute a vote for the Proposed
Amendment (the "Consents") received by the Company prior to 12:00 midnight
central standard time on November 30, 1994 (as such time which may be
extended as provided herein, the "Expiration Date") and not properly revoked
only if (x) Consents (the "Requisite Consents") in respect of at least 66
2/3% in aggregate principal amount of Securities that are outstanding and
not owned by the Company or any Affiliate (as defined in the Indenture) have
been received by the Expiration Date (and not properly revoked) and (y) the
supplemental indenture embodying the Proposed Amendment (the "Supplemental
Indenture") has been executed and (ii) pay consenting Holders (as
hereinafter defined) $5 in cash (the "Consent Payment") for each $1,000
principal amount of Securities for which a Consent has been accepted.
The Company will make Consent Payments to consenting Holders as
promptly as practicable after the execution of the Supplemental Indenture.
Holders who do not deliver their Consents prior to the Expiration Date will
not be entitled to receive Consent Payments. The Expiration Date may be
extended (including on a daily basis) at any time in the sole discretion of
the Company whether or not the Requisite Consents have been received, and
the Solicitation may be terminated at any time (including after the
Expiration Date) in the sole discretion of the Company whether or not the
Requisite Consents have been received.
Only those persons ("Registered Holders") in whose name Securities were
registered in the register maintained by The Bank of New York, as Trustee
(herein so called) and Registrar under the Indenture, as of November 4, 1994
(the "Record Date"), or any other person who has obtained a proxy (in
substantially the form included with the Consent form) authorizing such
person (or any other person claiming title by or through such person) to
vote the applicable Securities on behalf of a Registered Holder, will be
eligible to consent to the Proposed Amendment and be entitled to receive a
Consent Payment.
The Company shall not be deemed to have accepted any Consents until the
Supplemental Indenture is executed. If the Company and the Trustee execute
the Supplemental Indenture as aforesaid, the Proposed Amendment will be
binding upon all holders of Securities, whether or not such Holders have
delivered their Consents. Neither this Solicitation nor the giving of
Consents is conditioned upon the Company proceeding to pay or declare any
dividend on its common stock and shall not obligate the Company to proceed
with any such dividend.
Consents are being solicited by the Board of Directors of the Company.
The transfer of Securities after the Record Date will not have the
effect of revoking the election made in any Consent form theretofore validly
delivered by a Holder of such Securities, and each Consent will be counted
notwithstanding any transfer of the Securities to which such Consent
relates, unless the procedure for revoking Consents described herein has
been complied with. A Consent received by the Company prior to the
Expiration Date in respect of any Securities will be deemed to revoke any
Consent form in respect of such Securities having an earlier date that has
the "DO NOT CONSENT" or "ABSTAIN" box marked.
A Holder who delivers a Consent form with the "DO NOT CONSENT" or
"ABSTAIN" box marked will not be entitled to receive a Consent Payment in
respect of the Securities to which such Consent form relates unless such
Holder delivers a later dated Consent in respect of such Securities prior to
the Expiration Date.
CONSENTS MAY BE REVOKED IN ACCORDANCE WITH THE PROCEDURE SET FORTH
HEREIN AT ANY TIME UP TO, BUT WILL BECOME IRREVOCABLE UPON, THE LATER OF THE
EXPIRATION DATE AND THE RECEIPT BY THE TRUSTEE FROM THE COMPANY OF AN
OFFICER'S CERTIFICATE IN ACCORDANCE WITH THE INDENTURE CERTIFYING THAT THE
REQUISITE CONSENTS HAVE BEEN RECEIVED. ONLY HOLDERS WHO PROPERLY DELIVER
THEIR CONSENTS PRIOR TO THE EXPIRATION DATE AND DO NOT PROPERLY REVOKE SUCH
CONSENTS WILL BE ENTITLED TO RECEIVE CONSENT PAYMENTS IN THE EVENT THE
SUPPLEMENTAL INDENTURE IS EXECUTED.
IF ANY HOLDERS SUBMITS AN EXECUTED CONSENT FORM WITHOUT INDICATING A
VOTE ON THE PROPOSED AMENDMENT SUCH SUBMISSION WILL BE DEEMED TO CONSTITUTE
A VOTE FOR THE PROPOSED AMENDMENT.
UNDER NO CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER SECURITIES.
THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, CENTRAL STANDARD TIME,
ON NOVEMBER 30, 1994, UNLESS EXTENDED.
-2-
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, is required to file periodic reports and other
information with the Securities and Exchange Commission (the "SEC") relating
to its businesses, financial statements and other matters. Such reports and
other information filed by the Company with the SEC may be inspected and
copied at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional
Offices of the SEC located at Northwestern Atrium Center, 500 West Madison
Street (Suite 1400), Chicago, Illinois 60661, and 75 Park Place, New York,
New York 10007. Copies of such material can also be obtained from the SEC
at prescribed rates by addressing written requests for such copies to the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. The Securities and the Company's Common Stock are listed on the
American Stock Exchange (the "AMEX"). Periodic reports will be available
for inspection and copying at the Offices of the AMEX, 86 Trinity Place, New
York, New York 10006.
-3-
SUMMARY
The following summary of certain information contained elsewhere in
this Solicitation Statement and is qualified in its entirety by the more
detailed information contained elsewhere in this Solicitation Statement or
incorporated herein by reference. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them elsewhere in this
Solicitation Statement.
Background and Purpose of the Solicitation
A principal objective of management is to enhance shareholder value
through current income and capital appreciation. Toward that end, the Board
of Directors have considered and are studying the possibility of paying a
dividend on the Common Shares of the Company. Although no dividend has been
declared, provisions of the Indenture restrict paying a dividend. The
Indenture limits the amount of dividends to "Accumulated Net Earnings" since
November 1, 1986. Because of the large losses incurred by the Company
during the 1989-91 period, "Accumulated Net Earnings" since November 1, 1986
equate to a deficit of $6.3 million. However, since 1991 earnings have
improved in every quarter and "Accumulated Net Earnings" since November 1,
1991 have amounted to $18.9 million. Management estimates the earliest a
dividend could be paid under the existing Indenture would be the second or
third quarter of Fiscal 1995. Accumulated Net Earnings of the Company
throughout the quarter ended July 30, 1994, was a loss of $6.3 Million
calculated as follows: (Dollars in Thousands)
Fiscal Year Ending Net Earnings (Loss)
1987 $ 2,478
1988 3,832
1989 (12,713)
1990 (1,109)
1991 (17,714)
1992 4,220
1993 6,716
Nine Months Ending
7/30/94 7,974
Estimated Cumulative
Amounts Through 7/30/94 $ (6,316)
Management believes the Proposed Amendment is in the best interest of
the Company which would allow the Company to consider a dividend as early as
the first quarter of Fiscal 1995.
The Company is unable to predict the effect, if any, that the Proposed
Amendment would have on the market price of the Securities.
Proposed Amendment
The Indenture will be amended to provide that dividends up to $1.5
million may be paid irrespective of Accumulated Net Earnings.
-4-
The Solicitation
The Consent Payments......... The Company will pay $5 in cash for
each $1,000 principal amount of
Securities for which a Consent is
received and accepted. The Company
will make the Consent Payments as
promptly as practicable after the
execution of the Supplemental
Indenture. The Consent Payment to
each consenting Holder will be made
by check sent by first class mail.
Expiration Date.............. The Expiration Date is 12:00 midnight,
Central Standard time, on November
30, 1994, unless the Solicitation is
extended, in which case the term
"Expiration Date" means the later
date and time to which the solicita-
tion is extended. The Company may
extend the Solicitation at any time
(including on a daily basis).
Conditions to Proposed
Amendment.................... The effectiveness of the Proposed
Amendment is conditioned upon
receipt of valid Consents (not
properly revoked) from Holders of 66
2/3% in aggregate principal amount
of Securities outstanding (other
than those held by the Company or
any Affiliate) and acceptance of
such Consents by the Company. The
Company will not be deemed to accept
any Consents until the Supplemental
Indenture is executed.
Holders...................... The term "Registered Holder," when used
with respect to the Solicitation,
means any person in whose name a
Security was registered in the
register maintained by the Trustee as
of the Record Date, and the term
"Holder" means any Registered Holder
or any other person who has obtained
a proxy (in substantially the form
included with the Consent form)
authorizing such person (or any other
person claiming title by or through
such person) to vote Securities on
behalf of a Registered Holder.
Procedure of Consenting...... A beneficial owner or registered holder
of Securities desiring to deliver a
Consent form should either (i) if
such beneficial owner or registered
-5-
holder is a Holder of such
Securities, complete and sign the
Consent form, or a facsimile thereof,
have the signature thereon (and on
any proxy delivered therewith)
guaranteed or notarized (unless such
Consent form or proxy, as the case
may be, is given by or for the
account of an Eligible Institution)
and mail or otherwise deliver the
Consent form, or such facsimile
(together with a duly executed proxy
in substantially the form included
with the Consent form, if the Holder
was not a Registered Holder, and any
other proxy in substantially the form
included with the Consent form,
guarantee or notarization required to
establish a beneficial owner's or
registered holder's right to execute
a Consent form) to the Information
Company at its address set forth
below or (ii) if such beneficial
owner or registered holder is not a
Holder of such Securities, request
the Registered Holder of such
Securities effect the transaction for
such beneficial owner or registered
holder or to provide such beneficial
owner or registered holder with a
proxy (in substantially the form
included with the Consent form)
authorizing such beneficial owner or
registered holder to vote such
Securities on behalf of such
Registered Holder. The term
Eligible Institution," when used
with respect to the Solicitation,
means a firm that is a member of a
registered national securities
exchange or the National Association
of Securities Dealers, Inc., or a
commercial bank or trust company
having an office or correspondent in
the United States. If any Holder
submits an executed Consent form
without indicating a vote on the
Proposed Amendment such submission
will be deemed to constitute a vote
for the Proposed Amendment.
Revocation................... Consents may be revoked by filing a
written notice of revocation with the
Trustee at any time prior to the
later of the Expiration Date and
receipt by the Trustee from the
-6-
Company of an officer's certificate
in accordance with the Indenture
certifying as to receipt of the
Requisite Consents. Any Holder who
properly revokes a Consent will not
receive Consent Payments, unless such
Consent is properly redelivered prior
to the Expiration Date. The transfer
of Securities after the Record Date
will not have the effect of revoking
the election made in any Consent form
theretofore validly delivered by a
Holder of such Securities, and each
Consent will be counted notwith-
standing any transfer of the
Securities to which such Consent
relates unless the procedure for
revoking Consents described herein
has been complied with. A Consent
received by the Company prior to the
Expiration Date in respect of any
Securities will be deemed to revoke any
Consent form in respect of such Securities
having an earlier date that has the "DO
NOT CONSENT" or "ABSTAIN" box marked. A
Holder who delivers a Consent form with
the "DO NOT CONSENT" or "ABSTAIN" box
marked will not be entitled to receive a
Consent Payment in respect of the
Securities to which such Consent form
relates unless such Holder delivers
a later dated Consent in respect of
such Securities prior to the
Expiration Date.
Delivery of Consent Forms.... Each Consent form should be sent to the
Company, as follows:
Spartech Corporation
7733 Forsyth Boulevard, Suite 1450
Clayton, MO 63105
Telephone Number: (314) 721-4242
Facsimile Number: (314) 721-1447
Certain Tax Considerations... In the opinion of Management, the only
Federal income tax consequence of
adoption of the Proposed Amendment to
Holders of Securities will be that
the full amount of the Consent
Payment would be subject to tax as
ordinary income to those holders who
receive it. See "Certain Federal
Income Tax Consequences."
-7-
Assistance; Additional
Materials.................. Questions regarding the Solicitation
relating to the procedure for
consenting as well as requests for
assistance for additional material
should be directed to Mr. David B.
Mueller at the Company as
indicated above.
-8-<PAGE>
BACKGROUND AND PURPOSE OF THE SOLICITATION
A principal objective of Management is to enhance shareholder value
through capital appreciation and current income. Toward that end, the Board
of Directors has considered and is studying the possibility of paying a
dividend on the Common Shares of the Company. Although no dividend has been
declared, the provisions of the Indenture restrict paying a dividend unless
the Company has Accumulated Net Earnings since November 1, 1986. Through
the Company's quarter ended July 30, 1994, Accumulated Net Earnings were a
deficit of $6.3 Million. The Company has had positive net income for each
of the last two fiscal years and for the first nine months of its current
fiscal year. (See summary on Page 4). Management estimates the earliest a
dividend could be paid under the existing Indenture would be the second or
third quarter of Fiscal 1995.
Management believes the Proposed Amendment is in the best interest of
the Company because the Proposed Amendment will allow the Company to
consider a dividend as early as the first quarter of Fiscal 1995. Based on
the foregoing factors, management urges the holders of Securities to give
their consent.
PROPOSED AMENDMENT
Set forth below is a description of the proposed modification to the
Indenture for which the Consents of the Registered Holders of the Securities
are being solicited hereby. This description is qualified by reference to
the full provisions of the existing Indenture and the proposed Supplemental
Indenture set forth in Annex A hereto. The capitalized terms used herein
and not otherwise defined in this Solicitation Statement shall have the
meanings ascribed to them in the Indenture or the Supplemental Indenture as
set forth in Annex A hereto.
Each holder of Securities, by executing and delivering a Consent, will
consent to the Proposed Amendment as set forth in Annex A hereto and
described below.
Proposed Amendment
If the Requisite Consents are received, the Indenture may be amended as
follows:
i) To provide that Section 1007 of the Indenture entitled
LIMITATIONS OF DIVIDENDS AND OTHER STOCK PAYMENTS be modified
to allow up to $1.5 million of dividend payments to be paid
irrespective of the amount of Accumulated Net Earnings since
November 1, 1986.
-9-
Effects of Proposed Amendment
The principal effect of the Proposed Amendment will be to allow a
dividend of up to $1.5 million to be paid irrespective of the "Accumulated
Net Earnings" since November 1, 1986. As of July 31, 1994, the Company
would have needed to earn an additional $6.3 million of Consolidated Net
Income in order to eliminate the deficit in its dividend capacity. By
comparison, under the Proposed Amendment, the Company would need to earn no
additional Consolidated Net Income in order to pay a dividend of up to $1.5
million.
-10-<PAGE>
THE SOLICITATION
Terms of the Solicitation
Subject to the terms and conditions set forth herein, the Company
hereby offers to make a Consent Payment of $5 for each $1,000 principal
amount of Securities for which a valid Consent is (i) received by the
Company at the address set forth below prior to the Expiration Date, (ii)
not properly revoked as provided herein prior to the later of the Expiration
Date and receipt by the Trustee from the Company of an officer's certificate
in accordance with the Indenture certifying to the receipt of the Requisite
Consents and (iii) accepted by the Company as provided herein.
CONSENT PAYMENTS WILL BE MADE ONLY TO HOLDERS WHO, PRIOR TO THE
EXPIRATION DATE, HAVE VALIDLY CONSENTED TO THE PROPOSED AMENDMENT. ANY
BENEFICIAL OWNER OR REGISTERED HOLDER OF SECURITIES WHO IS NOT THE
REGISTERED HOLDER AS OF THE RECORD DATE BUT WHO DESIRES TO GIVE A CONSENT
AND THUS BE ENTITLED TO RECEIVE A CONSENT PAYMENT IN THE EVENT THE
SUPPLEMENTAL INDENTURE IS EXECUTED MUST OBTAIN A PROXY (IN SUBSTANTIALLY THE
FORM INCLUDED WITH THE CONSENT FORM) FROM THE REGISTERED HOLDER OF SUCH
SECURITIES AS OF THE RECORD DATE THAT AUTHORIZES SUCH BENEFICIAL OWNER OR
REGISTERED HOLDER TO VOTE THE SECURITIES ON BEHALF OF SUCH REGISTERED HOLDER
AS OF THE RECORD DATE IN THE MANNER DESCRIBED BELOW.
The Company will make the Consent Payments as promptly as practicable
after the execution of the Supplemental Indenture. Such payments will be
made to consenting Holders by check sent by first class mail. The Company
reserves the right, in its sole discretion, to delay making Consent
Payments, in whole or in part, in order to comply with any applicable law.
The Consents will become irrevocable on the later of the Expiration
Date and the date on which the Trustee receives from the Company an
officer's certificate in accordance with the Indenture certifying that the
Requisite Consents have been received. Following such delivery, the Trustee
and the Company may execute the Supplemental Indenture. The Proposed
Amendment shall be effective upon execution of the Supplemental Indenture.
After execution of the Supplemental Indenture, all holders of Securities,
including non-consenting holders and all subsequent holders of the
Securities, will be bound by the Proposed Amendment. Non-consenting holders
will not be entitled to any rights of appraisal or similar rights of
dissenters with respect to the proposed modification to the Indenture.
The term "Expiration Date" means 12:00 midnight, Central Standard time,
on November 30, 1994, unless the Company, in its sole discretion, extends
the period during which the Solicitation is open, in which event the term
"Expiration Date" shall mean the time and date on which the Solicitation, as
so extended by the Company, expires. The Company reserves the right to
extend the Solicitation at any time and from time to time (including on a
daily basis) by giving oral or written notice to the Trustee no later than
9:00 a.m., Central Standard time, on the business day following any
previously announced Expiration Date. Any such extension will be followed
-11-
as promptly as practicable by public announcement (or written notice to the
Registered Holders of Securities) thereof. The Company will not be
obligated, and does not intend, to extend the Solicitation if the Requisite
Consents have been received as of the Expiration Date.
The Company expressly reserves the right (i) to terminate the
Solicitation at any time (including after the Expiration Date) prior to the
execution of the Supplemental Indenture (whether or not the Requisite
Consents have been received) by giving oral or written notice of such
termination to the Trustee, (ii) not to extend the Solicitation beyond the
Expiration Date and (iii) to amend, at any time or from time to time, the
terms of Solicitation. Any such termination or amendment will be followed
as promptly as practicable by public announcement or written notice to the
Registered Holders of Securities thereof.
Subject to the foregoing, if Consents received by the Company (and not
properly revoked) as of the Expiration Date are sufficient to permit
adoption of the Proposed Amendment, the Company intends to execute the
Supplemental Indenture. Consents will be deemed to be accepted when the
Supplemental Indenture has been executed by the Company and the Trustee.
The Company reserves the right to accept any or all Consents received after
the Expiration Date.
Consent Procedures
This Solicitation Statement is being sent to all Registered Holders.
The Company has designated November 4, 1994, as the Record Date for the
Solicitation.
Approval of the Proposed Amendment requires the consent of the
Registered Holders of at least 66 2/3% in aggregate principal amount of the
Securities that are outstanding and not owned by the Company or any
Affiliates. As of the date of this Solicitation Statement, $10,134,000
principal amount of Securities were outstanding, none of which were owned by
the Company or any Affiliate.
Only (i) Registered Holders or (ii) any other person who has obtained
a proxy (in substantially the form included with the Consent form) which
authorizes such person (or any other person claiming title by or through
such person) to vote the applicable Securities on behalf of such Registered
Holder (collectively, "Holders") may execute and deliver a Consent and
receive a Consent Payment. A beneficial owner of Securities who is not the
Registered Holder of such Securities (e.g., a beneficial holder whose
Securities are registered in the name of a nominee such as a brokerage firm)
and a person who becomes a registered holder with respect to Securities
after the Record Date must (i) arrange with the Registered Holder to execute
and deliver a Consent on such beneficial owner's or registered holder's
behalf or (ii) obtain a proxy (in substantially the form included with the
Consent form) from the Registered Holder authorizing the beneficial owner or
registered holder to vote the Securities on behalf of such Registered
Holder. A Consent by a Holder is a continuing Consent notwithstanding that
registered ownership of the Securities has been transferred subsequent to
the Record Date unless the prior Consent is timely revoked by a Holder of
such Securities in accordance with the procedure described herein.
-12-
A Consent received by the Company prior to the Expiration Date in respect of
any Securities will be deemed to revoke any Consent form in respect of such
Securities having an earlier date that has the "DO NOT CONSENT" or "ABSTAIN"
box marked. A Holder who delivers a Consent form with the "DO NOT CONSENT"
or "ABSTAIN" box marked will not be entitled to receive a Consent Payment in
respect of the Securities to which such Consent form relates unless such
Holder delivers a later dated Consent in respect of such Securities prior to
the Expiration Date.
The Consent form is enclosed with this Solicitation Statement. A
Consent form (or, if the Holder signing such Consent form is not the
Registered Holder, the accompanying irrevocable proxy in substantially the
form included with the Consent form), to be effective, must be executed by
the Registered Holder of the Securities to which such Consent form (or such
irrevocable proxy) relates in the same manner as the name of the Registered
Holder appears on such Securities. If such Securities are held of record as
of the Record Date by two or more Registered Holders, all such Registered
Holders must sign the Consent form (or such irrevocable proxy). If such
Securities are registered in different names as of the Record Date, separate
Consent forms (or irrevocable proxies) must be executed covering each form
of registration. If a Consent form is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or
other person acting in a fiduciary or representative capacity, such person
must so indicate when signing and must submit with the Consent form
appropriate evidence of authority to execute the Consent form. In addition,
(i) if a Holder is a Registered Holder and a Consent form relates to less
than the total principal amount of Securities registered in the name of such
Registered Holder as of the Record Date or (ii) if a Holder is not a
Registered Holder and is consenting pursuant to a proxy given by a
Registered Holder and a Consent form relates to less than the total
principal amount of Securities to which such proxy relates, such Consent
form must list the certificate numbers and principal amount of Securities to
which the Consent form relates. Otherwise, the Consent form will be deemed
to relate to the total principal amount of Securities registered in the name
of such Registered Holder or to which such proxy relates, as the case may
be.
The ownership of Securities shall be proven by the Trustee, as
registrar of the Securities. All questions as to the validity, form,
eligibility (including time and receipt) and the acceptance of Consent forms
and revocations of elections made on Consent forms with respect to
Securities will be resolved in the first instance by the Company, whose
determination shall be binding subject only to such final review as may be
prescribed by the Trustee in accordance with the Indenture concerning proof
of execution and ownership. The Company reserves the absolute right to
reject any or all Consent forms and revocations that are not in proper form
or the acceptance of which could, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the right, subject to such final
review as the Trustee may prescribe in accordance with the Indenture for
proof of execution and ownership, to waive any irregularities or conditions
of delivery as to particular Consent forms or revocations. Unless waived,
any irregularities in connection with the deliveries must be cured within
such time as the Company determines. Neither the Company, the Trustee, or
any other person shall be under any duty to give notification of any such
irregularities or waiver, nor shall any of them incur any liability for
-13-
failure to give such notification. Deliveries of such Consent forms or
notices of revocation will not be deemed to have been made until such
irregularities have been cured or waived. The Company's interpretation of
the terms and conditions of this Solicitation shall be binding.
Consents to the Proposed Amendment, to be effective, must be properly
executed and received by the Company prior to the Expiration Date. Each
Holder of Securities wishing to vote Securities in respect of the Proposed
Amendment must complete, sign and date the accompanying Consent form (or a
facsimile thereof) in accordance with the instructions set forth herein and
therein have the signatures thereon (and on any proxy delivered therewith)
notarized or guaranteed and mail, hand deliver or send by overnight courier,
or telecopy the Consent form and any other required documents to the
Company. The method of delivery of all documents, including fully executed
Consent forms, is at the election and risk of the Holder. Such delivery
will be deemed made only when actually received by the Company. A signature
guarantee must be by a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or by a commercial bank or trust company having an office or
correspondent in the United States.
IF ANY HOLDER SUBMITS AN EXECUTED CONSENT FORM WITHOUT INDICATING A
VOTE ON THE PROPOSED AMENDMENT SUCH SUBMISSION WILL BE DEEMED TO CONSTITUTE
A VOTE FOR THE PROPOSED AMENDMENT.
Each Consent form should be sent to the Company, as follows:
Spartech Corporation
7733 Forsyth Boulevard, Suite 1450
Clayton, MO 63105
Telephone Number: (314) 721-4242
Facsimile Number: (314) 721-1447
HOLDERS OF SECURITIES WHO WISH TO CONSENT SHOULD MAIL, HAND DELIVER,
SEND BY OVERNIGHT COURIER, OR TELECOPY THEIR PROPERLY COMPLETED AND EXECUTED
CONSENT FORMS TOGETHER WITH OTHER REQUIRED DOCUMENTS TO THE COMPANY IN
ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN AND THEREIN. CONSENT
FORMS SHOULD BE DELIVERED TO THE COMPANY.
IN NO EVENT SHOULD A HOLDER TENDER OR DELIVER SECURITIES.
-14-
Conditions of the Solicitation
The Company shall not be deemed to have accepted any Consents unless
and until the Supplemental Indenture is executed by the Company and the
Trustee.
Revocation of Consents
Any Holder of Securities as to which a Consent has been given may
revoke such Consent as to such Securities or any portion of such Securities
(in integral multiples of $1,000) by filing a written notice of revocation
with the Trustee at the Bank of New York, 48 Wall Street, New York, NY
10005, Attn: Alfia Monastra, prior to the later of the Expiration Date and
the time that the Trustee receives from the Company an officer's certificate
in accordance with the Indenture certifying to receipt of the Requisite
Consents. The transfer of Securities after the Record Date will not have
the effect of revoking the election made in any Consent form theretofore
validly given by a Holder of such Securities, and each Consent will be
counted notwithstanding any transfer of the Securities to which Consent
relates, unless the procedure for revoking Consents described below has been
complied with. A Consent received by the Company prior to the Expiration
Date in respect of any Securities will be deemed to revoke any Consent form
in respect of such Securities having an earlier date that has the "DO NOT
CONSENT" or "ABSTAIN" box marked. A Holder who delivers a Consent form with
the "DO NOT CONSENT" or "ABSTAIN" box marked will not be entitled to receive
a Consent Payment in respect of the Securities to which such Consent form
relates unless such Holder delivers a later dated Consent in respect of such
Securities prior to the Expiration Date.
A written notice of revocation, to be effective, must (i) contain the
name of the Registered Holder, the certificate numbers to which such
revocation relates, the principal amount of Securities to which such
revocation relates and the signature of a Holder (with such signature, and
the signatures in any accompanying proxy, notarized or guaranteed as
described above) and (ii) be accompanied by the properly completed
irrevocable proxy (in substantially the form included with the Consent form)
if such Holder is not the Registered Holder of such Securities.
The revocation (or, if the Holder is not the Registered Holder, the
accompanying irrevocable proxy), to be effective, must be executed by the
Registered Holder of such Securities in the same manner as the name of the
Registered Holder appears on the Securities to which the revocation relates.
If a revocation is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or other person acting in a
fiduciary or representative capacity, such person must so indicate when
signing and must submit with the revocation appropriate evidence of
authority to execute the revocation. A revocation of the Consent shall be
effective only as to the Securities listed on the revocation and only if
such revocation complies with the provisions of this Solicitation Statement.
Only a Holder of Securities is entitled to revoke a Consent previously
given. A beneficial owner of Securities or a registered holder of
Securities other than the Registered Holder must arrange with the Registered
Holder to execute and deliver on his behalf a revocation of any Consent
already given with respect to such Securities, or obtain an irrevocable
proxy (in substantially the form included with the Consent form) form the
Registered Holder authorizing such beneficial holder or registered holder to
-15-
revoke such Consent in accordance with the procedures described herein. A
purported notice of revocation that is not received by the Trustee in a
timely fashion and accepted by the Trustee as a valid revocation will not be
effective to revoke a Consent previously given.
A revocation of a Consent may only be rescinded by the execution and
delivery of a new Consent. A Holder who has delivered a revocation may
thereafter deliver a new Consent by following one of the described
procedures at any time prior to the Expiration Date.
Prior to the execution of a Supplemental Indenture, the Company intends
to consult with the Trustee to determine whether such Trustee has received
any revocations of Consents. The Company reserves the right to contest the
validity of any such revocations.
Assistance; Additional Materials
Questions relating to the procedure for consenting or the solicitation
as well as requests for assistance or for additional copies of this
Solicitation Statement or the Consent form may be directed to the Company at
the address set forth above.
-16-<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of certain of the anticipated
Federal income tax consequences of the Proposed Amendment and the Consent
Payment. This summary is based upon the relevant provisions of the Internal
Revenue Code of 1986, as amended, and related regulations, revenue rulings
and decisions now in effect, all of which are subject to change. The
summary does not attempt to address the Federal income tax consequences of
all categories of holders of Securities, some of which may be subject to
special rules (e.g., life insurance companies, tax-exempt entities and
foreign taxpayers). All holders of Securities are urged to consult their
own tax advisers in determining the Federal, state, local and any other tax
consequences of the Proposed Amendment and the Consent Payment.
The Proposed Amendment and the Consent Payment
Management believes that the only Federal income tax consequence of
adoption of the Proposed Amendment to holders of Securities will be that the
full amount of the Consent Payment will be subject to tax as ordinary income
to those holders who receive it. This conclusion is based upon the
Management's belief that such adoption will not be treated as a constructive
exchange of the Securities for new securities.
No ruling on the constructive exchange issue has been or will be sought
from the Internal Revenue Service.
Backup Withholding
Under the Federal income tax law, a holder of Securities may, under
certain circumstances, be subject to backup withholding at the rate of 31%
with respect to the Consent Payment, unless such holder (i) is a corporation
or is otherwise exempt and, when required, demonstrates this fact or (ii)
provides a correct taxpayer identification number, certifies as to no loss
of exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules. See the instructions with
respect to backup withholding contained in the accompanying Consent form.
Other Tax Considerations
There may be other Federal, state, local or foreign tax considerations
applicable to the circumstances of a holder of a Security. Accordingly, all
holders of Securities should consult their own tax advisers as to particular
tax consequences to them of the Proposed Amendment and the Consent Payment.
THE PRECEDING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS
INTENDED FOR GENERAL INFORMATION ONLY, AND DOES NOT CONSTITUTE TAX ADVICE.
EACH HOLDER OF A SECURITY SHOULD CONSULT HIS OR HER OWN TAX ADVISER AS TO
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO HIM OR HER OF THIS
CONSENT SOLICITATION.
-17-
PRINCIPAL HOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the names and addresses of those persons
who are known by the Company to be the record owners of more than 5% in
principal amount of the Securities outstanding as of the Record Date, based
on information supplied to the Company by the Trustee, and as to each, the
principal amount and the percentage of the total Securities which are owned
by such person. Such information represents the record ownership of
Securities, since the Company lacks sufficient information to determine
whether, or by whom, such Securities are owned beneficially. The Company
does not presently know whether or not such principal holders will consent
to the Proposed Amendment. Mr. David B. Mueller, an officer and director,
directly or beneficially owns $107,000 of face amount of the securities. No
other directors or officers own directly or indirectly any of the
Securities.
Principal Amount Percentage
Name and Address of Held of Record as of Securities
Registered Holder of the Record Date Outstanding
-18-
EXPENSES OF SOLICITATION
The Company will bear the costs of the Solicitation. The Company will
reimburse the Trustee for expenses that the Trustee incurs in connection
with the Solicitation. The Company will also reimburse banks, trust
companies, securities dealers, nominees, custodians and fiduciaries for
their reasonable expenses in forwarding Consent forms and other materials to
beneficial owners of Securities. In addition to the solicitation of
consents by mail, employees of the Company may solicit consents by personal
interviews, by telephone or by telegraph. Employees of the Company will not
be specially compensated for soliciting consents. If such personal
interviews or telephone conversations are used to solicit consents, this
Solicitation Statement and the appropriate Consent forms will precede the
interview or telephone conversation. If as a result of the interview or
conversation additional Consent forms are required, they will be forwarded
to the registered holder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
October 30, 1993, and the Company's Quarterly Report on Form 10-Q for the 39
weeks ended July 30, 1994, each of which has been filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, are attached to this Solicitation Statement and are hereby
incorporated herein by reference.
-19-
ANNEX A
SPARTECH CORPORATION
9% Convertible Subordinated Debentures due 1999
____________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of [ ], 1994
Supplementing the Indenture dated as of April 15, 1987
____________________
BANK OF NEW YORK
(as successor to CHEMICAL BANK)
Trustee
FIRST SUPPLEMENTAL INDENTURE dated as of [ ], 1994, between
SPARTECH CORPORATION, a Delaware corporation (the "Company"), and BANK OF
NEW YORK, a national banking association (the "Trustee").
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the
Trustee a certain indenture dated as of April 15, 1987 (hereinafter called
the "Indenture") providing for the issuance of up to $25,000,000 aggregate
principal amount of the Company's 9% Convertible Subordinated Debentures due
1999 (hereinafter called the "Securities"), of which $10,134,000 principal
amount have been issued and are outstanding.
WHEREAS, Article 9 of the Indenture provides, among other things, that
the Company and the Trustee may from time to time enter into indentures
supplemental thereto with the consent of Holders (such term and all other
capitalized terms used but not defined herein shall have the meanings
assigned to them in the Indenture) of not less than 66 2/3% in principal
amount of the Securities then outstanding for the purpose of amending
certain provisions of the Indenture;
WHEREAS, the Company desires to supplement the Indenture by modifying
Section 1007 thereof;
WHEREAS, Holders of at least 66 2/3% in principal amount of the
Securities (other than those owned by the Company or an Affiliate) have
consented to the Indenture being amended hereby; and
WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company and the Trustee and a valid amendment of
and supplement to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
I. Amendment to the Indenture
The first paragraph of Section 1007 of the Indenture is amended by
adding the clause "... the greater of $1,500,000 or ..." thereto and
restated to read in its entirety as follows:
The Company will not declare any dividends or make any distribution
either directly or indirectly on account of its capital stock (which term
includes redeemable preferred stock), or purchase, redeem or otherwise
acquire or retire for value any such capital stock, or any warrants, rights
or options to purchase or acquire any such capital stock, or make any
payment on account of, or set apart money for a sinking fund or other
analogous fund for, the purchase, redemption or other retirement of any
shares of such capital stock, or permit any Subsidiary to declare or pay any
dividends or make any distribution on account of its capital stock to any
Person other than the Company or a Subsidiary (such dividends,
distributions, purchases, redemptions and other acquisitions or retirements
being collectively referred to as "Stock Payments"), unless no Event of
Default shall have occurred and be continuing at the time of such Stock
Payment, no Event of Default shall occur as a consequence thereof and such
Stock Payment, together with the aggregate of all other Stock Payments
(including Stock Payments with respect to Series J Preferred Stock but
excluding Stock Payments described in clauses (iii) and (iv) of the
immediately succeeding paragraph) made after November 1, 1986, does not
exceed the greater of $1,500,000 or 50% of Accumulated Net Earnings,
provided that there shall not be counted against such percentage of
Accumulated Net Earnings any Stock Payments constituting cash payments
subsequent to November 1, 1986 on account of the purchase, redemption or
other acquisition of shares of the Company's capital stock in an amount not
exceeding the sum of the net cash proceeds received by the Company
subsequent to such date from sales of shares of its capital stock and any
Indebtedness of the Company which has been converted in accordance with its
terms into capital stock of the Company.
II. Concerning the Trustee
The Trustee accepts the modifications of the trust effected by this
First Supplemental Indenture, but only upon the terms and conditions set
forth in the Indenture. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the correctness of the recitals
herein contained, which shall be taken as statements of the Company.
III. Miscellaneous Provisions
A. Except as hereby expressly supplemented, the Indenture is in all
respects ratified and confirmed, and all the terms, provisions and
conditions thereof shall be and remain in full force and effect.
B. All the terms and covenants herein contained shall be deemed in all
respects contained in the Indenture and any breach thereof shall have like
effect as the breach of any like term or covenant contained therein.
C. This First Supplemental Indenture shall be governed by the internal
laws of the State of New York.
D. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and
the same instrument.
-2-
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first above written.
SPARTECH CORPORATION
By
Title:
[SEAL]
Attest:
Title:
BANK OF NEW YORK, as Trustee
By
Title:
[SEAL]
Attest:
Title:
-3-<PAGE>
SPARTECH CORPORATION
9% Convertible Subordinated Debentures due 1999
CONSENT FORM
for Consent to the Proposed Amendment
Pursuant to the Solicitation Statement
Dated ______________, 1994
TO: Spartech Corporation
By Mail, Hand or Courier:
7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105
(314) 721-4242 (collect)
Facsimile Transmission:
(314) 721-1447
The Solicitation is made on behalf of the Board of Directors of
Spartech Corporation (the "Company"). The Solicitation is made only to
Holders of Securities of the Company as described in the accompanying
Solicitation Statement dated _____________ (the "Solicitation Statement").
The term "Registered Holder" as used herein shall mean any person in whose
name Securities were registered in the register maintained by The Bank of
New York, as Trustee and Registrar under the Indenture (the "Trustee"), as
of November 4, 1994 (the "Record Date"). The term "Holder" as used herein
shall mean (i) a Registered Holder or (ii) any other person who has obtained
a proxy substantially in the form included with this Consent form which
authorizes such person (or any other person claiming title by or through
such person) to vote the Securities on behalf of a Registered Holder.
Capitalized terms used herein but not defined herein have the meaning given
to them in the Solicitation Statement.
Consent forms should not be delivered to any person other than the
Company. Under no circumstance should any person tender or deliver
Securities.
ANY BENEFICIAL OWNER OR REGISTERED HOLDER OF SECURITIES WHO IS NOT THE
REGISTERED HOLDER AS OF THE RECORD DATE BUT WHO DESIRES TO GIVE A CONSENT
AND THUS BE ENTITLED TO RECEIVE A CONSENT PAYMENT IN THE EVENT THE
SUPPLEMENTAL INDENTURE IS EXECUTED MUST OBTAIN A PROXY (IN SUBSTANTIALLY THE
FORM INCLUDED WITH THE CONSENT FORM) FROM THE REGISTERED HOLDER OF SUCH
SECURITIES AS OF THE RECORD DATE AND DELIVER SUCH PROXY TO THE COMPANY WITH
THE EXECUTED CONSENT FORM.
CONSENT
By execution hereof, the undersigned acknowledges receipt of the
Solicitation Statement. The undersigned hereby represents and warrants that
the undersigned is a Holder of the Securities indicated below and has full
power and authority to take the action indicated below in respect of such
Securities. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
perfect the undersigned's Consent.
The undersigned acknowledges that it must comply with the provisions of
this Consent form, and complete the information required herein, to validly
consent to the Proposed Amendment.
The Proposed Amendment would amend the Indenture to permit the Company
to pay dividends on its capital stock of up to $1,500,000 in the aggregate,
in addition to dividends which may be paid out of 50% of Accumulated Net
Earnings (as defined in the Indenture).
Please indicate by marking the appropriate box below whether you wish
(i) to consent to the Proposed Amendment, (ii) not to consent to the
Proposed Amendment or (iii) to abstain from taking action with respect to
the Proposed Amendment. The undersigned acknowledges that Consents
delivered pursuant to any one of the procedures described under the heading
"The Solicitation - Consent Procedures" in the Solicitation Statement and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Solicitation. The undersigned further understands that (i) if no box is
checked but this Consent form is executed and delivered to the Information
Agent, the undersigned will be deemed to have consented to the Proposed
Amendment and (ii) if the "DO NOT CONSENT" or "ABSTAIN" box is checked, the
undersigned will be deemed not to have consented to the Proposed Amendment
and will not be entitled to receive a Consent Payment.
CONSENT DO NOT CONSENT ABSTAIN
Unless otherwise specified in the table below, this Consent form
relates to (i) the total principal amount of Securities held of record by
the undersigned at the close of business on the Record Date or (ii) if the
undersigned is not a Registered Holder and this Consent form relates to
Securities in respect of which the undersigned is acting pursuant to a proxy
given by the Registered Holder, the total principal amount of securities to
which such proxy relates. If this Consent relates to less than the total
principal amount of Securities so registered in the name of the undersigned
or to which such a proxy relates, the undersigned has listed on the table
below the serial numbers and principal amount of Securities for which this
Consent is given. If the space provided below is inadequate, list the
certificate numbers and principal amounts on a separate signed schedule and
affix the list to this Consent.
DESCRIPTION OF SECURITIES AS TO WHICH AN ELECTION IS BEING MADE
Aggregate Principal Amount
Principal With Respect to
Name(s) and Address(es) Certificate Amount of Which an Election
of Registered Holder(s) Number(s)* Certificate(s)** is Being Made**
Total Principal Amount
With Respect to
Which an Election
is Being Made $
* Need not be completed by Holders whose Securities are held of record
by depositories.
** Unless otherwise indicated in the column labeled "Principal Amount
with Respect to which an Election is Being Made," the Holder
executing this Consent form will be deemed to have taken the action
indicated above in respect of (i) if such Holder is Registered Holder
the total principal amount of Securities registered in the name of
such Registered Holder as of the Record Date and (ii) if such Holder
is not a Registered Holder and is executing this Consent form
pursuant to a proxy given by a Registered Holder and delivered with
this Consent form, the total principal amount of Securities to which
such proxy relates.
<PAGE>
IMPORTANT - READ CAREFULLY
This Consent form (or, if the Holder signing this Consent form is not
the Registered Holder, the accompanying irrevocable proxy), to be effective,
must be executed by the Registered Holder(s) of the Securities to which this
Consent form relates in the same manner as the name of the Registered
Holder(s) appears on such Securities. If such Securities are held of record
as of the Record Date by two or more Registered Holders, all such Registered
Holders must sign this Consent form (or such irrevocable proxy). If such
Securities are registered in different names as of the Record Date, separate
Consent forms must be executed covering each form of registration. If
signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation, or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing and
must submit proper evidence satisfactory to the Company of such person's
authority to so act. Except as provided in Instruction 4, signatures on
this Consent form (and any such irrevocable proxy) must be either (1)
guaranteed by a firm that is a member of the National Association of
Securities Dealers, Inc., or a member of a registered national securities
exchange or by a commercial bank or trust company having an office or
correspondent in the United States, or (2) notarized.
SIGN HERE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature(s) of Holder(s)
Dated:. . . . . . . . . . . . . . . . . ., 19. . .
Name(s): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print)
Capacity:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Include Zip Code)
Area Code and Telephone No. (. . .). . . . . . . . . . . . . . . . . .
Tax Identification or
Social Security No. . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
GUARANTEE OF SIGNATURE(S)
Authorized Signature . . . . . . . . . . . . . . . . . . . . . . . . .
Name and Title . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print)
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name of Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
* * * * * OR * * * * *
STATE OF )
) ss.
COUNTY OF )
Before me, a Notary Public in and for said
County and State, personally appeared who
acknowledged before me that (s)he signed the foregoing Consent and
that facts contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day
of , 19 .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notary Public
My Commission expires:. . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
IMPORTANT TAX INFORMATION
THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH HOLDER IS URGED TO CONSULT A TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER (INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS) OF THE CONSENTS
PURSUANT TO THE SOLICITATION, CERTAIN HOLDERS (INCLUDING INSURANCE
COMPANIES, TAX-EXEMPT ORGANIZATIONS, FINANCIAL INSTITUTIONS, DEALERS IN
SECURITIES AND FOREIGN PERSONS OR ENTITIES) MAY BE SUBJECT TO SPECIAL RULES
NOT DISCUSSED BELOW. THE DISCUSSION DOES NOT CONSIDER THE EFFECT OF ANY
APPLICABLE FOREIGN, STATE, LOCAL OR OTHER TAX LAWS.
Substitute Form W-9
Under the Federal income tax laws, the Paying Agent may be required to
withhold 31% of the amount of any payment made to certain Holders pursuant
to the Solicitation. In order to avoid such backup withholding, each Holder
must provide the Information Agent with such Holder's correct taxpayer
identification number ("TIN") by completing the Substitute Form W-9 set
forth below. In general, if a Holder is an individual, the TIN is the
Social Security number of such individual. If the Depositary is not
provided with the correct TIN, the Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. Certain Holders (including, among
others, all corporations) are not subject to these backup withholding and
reporting requirements. These Holders should enter the correct TIN in Part
1 of the Substitute Form W-9, write "Exempt" in Part 2 of the Substitute
Form W-9, sign under the certification and date the form. For further
information regarding backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a TIN if you do not have one
and how to complete the Substitute Form W-9 if Securities are held in more
than one name), consult the Guidelines for Certification of Taxpayer
Identification Number.
<PAGE>
Consequences of Failure to File Substitute Form W-9
Failure to complete Substitute Form W-9 may require the Paying Agent to
withhold 31% of the amount of any payments made pursuant to the Solicita-
tion. Backup withholding is not an additional Federal income tax. Rather,
the Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, the Holder may claim a refund from the Internal
Revenue Service.
PAYER'S NAME
SUBSTITUTE Part I - PLEASE PROVIDE YOUR Part 2 - Check the box if
TIN IN THIS BOX AND CERTIFY you are not subject to
BY SIGNING AND DATING BELOW backup withholding either
Form W-9 because (1) you have not
Social Security Number OR been notified that you are
Department Employee Identification Number subject to backup with-
of the holding as a result of
Treasury failure to report all
Internal interest or dividends or
Revenue (2) the Internal Revenue
Service Service has notified you
that you are no longer
subject to backup
withholding.
Payer's
Request for
Taxpayer
Identification CERTIFICATION: UNDER PENALTIES
Number (TIN) OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS Part 3
FORM IS TRUE, CORRECT AND Awaiting TIN
COMPLETE.
Name . . . . . . . . . . . . .
(Please Print)
Address. . . . . . . . . . . .
. . . . . . . . . . . . . . .
(Include Zip Code)
SIGNATURE . . . . . DATE . . .
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE
SOLICITATION. PLEASE REVIEW THE "GUIDELINES" FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER" FOR ADDITIONAL DETAILS.<PAGE>
YOU MUST COMPLETE
THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to obtain a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number within sixty days of the date hereof, 31% of all
reportable payments due to me will be withheld until I provide a number.
Signature .............................. Date ........................
<PAGE>
Proxy with Respect to
the Consent Solicitation
Related to
9% Convertible Subordinated Debentures due 1999
of
Spartech Corporation
The undersigned hereby irrevocably appoints as attorney
and proxy of the undersigned, with full power of substitution, to execute
Consent forms and notices of revocation of Consents in respect of the
Proposed Amendment to the Indenture governing the 9% Convertible
Subordinated Debentures due 1999 ("Securities") of Spartech Corporation (the
"Company") pursuant to the Solicitation in which the Company is soliciting
the consent of holders of Securities as of November 4, 1994 (the "Record
Date") to the Proposed Amendment to the Indenture, with all the power the
undersigned would possess if executing such Consent forms or revocation
notices personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN
INTEREST. The aggregate principal amount of Securities as to which this
Proxy is given is set forth below. The undersigned represents and agrees
that (i) the undersigned was the record holder of the Securities set forth
below on the Record Date and (ii) the undersigned has not consented, and
will not consent or revoke a Consent, with respect to the Proposed
Amendment.
Aggregate Principal
Amount of Certificate(s) Certificate Number(s)
If the Securities are owned as of the Record Date by two or more persons,
each should sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If signer is a corporation,
please give full corporate name and have a duly authorized officer sign,
stating title. If signer is a partnership, please sign in partnership name
by a duly authorized person.
..........................................................................
..........................................................................
Signature(s) of Registered Holder(s)
Dated: ........................
Name(s): .................................................................
..........................................................................
(Please Print)
Capacity:.................................................................
Address: .................................................................
..........................................................................
(include Zip Code)
Area Code and Telephone No. (....)........................................
Tax Identification or Social Security No. ................................
<PAGE>
GUARANTEE OF SIGNATURES
Authorized Signature .....................................................
Name and Title ...........................................................
(Please Print)
Dated: ...................................................................
Name of Firm: ............................................................
* * * * * OR * * * * *
STATE OF )
) SS.
COUNTY OF )
Before me, a Notary Public in and for
said County and State, personally appeared
who acknowledged before me that (s)he signed the foregoing Proxy
and that the facts contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
day of , 19 .
....................................
Notary Public
My Commission expires: ....................................
