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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SPARTECH CORPORATION
...................................................................
(Name of Registrant as Specified in Its Charter)
REGISTRANT
...................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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:
..............................................................
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.:
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3) Filing Party:
...............................................
4) Date Filed:
...............................................<PAGE>
SPARTECH CORPORATION
7733 Forsyth Boulevard - Suite 1450
Clayton, Missouri 63105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 8, 1995
TO THE SHAREHOLDERS OF
SPARTECH CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Spartech Corporation will be held at the Pierre Laclede Conference
Center, 7733 Forsyth Boulevard, Clayton, Missouri 63105, on the
eighth day of March, 1995 at 10:00 a.m. for the following purposes:
1. To elect three Class B directors to serve three year terms until
their successors are duly elected and qualified.
2. To ratify management's selection of Arthur Andersen LLP as
auditors of the Company for the 1995 fiscal year.
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on January
9, 1995 as the record date for the determination of shareholders
entitled to receive notice of and to vote at the Annual Meeting and
at any and all adjournments thereof.
Enclosed is a form of Proxy. Whether or not you presently expect
to attend the meeting in person, management urges you to sign and
return the Proxy, which you may revoke at any time prior to its
use. A self-addressed, postage prepaid envelope is enclosed for
your convenience in returning the signed Proxy.
By Order of the Board of Directors
/S/David B. Mueller
David B. Mueller
St. Louis, Missouri Vice President of Finance,
January 20, 1995 Chief Financial Officer and Secretary
<PAGE>
SPARTECH CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 8, 1995
To Our Shareholders:
The enclosed Proxy is solicited by the Board of Directors of
Spartech Corporation (the "Company" or "Spartech") for use at the
Annual Meeting of Shareholders of the Company to be held at the
Pierre Laclede Conference Center, 7733 Forsyth Boulevard, Clayton,
Missouri 63105, on the eighth day of March, 1995 at 10:00 a.m. and
at any and all adjournments thereof. All expenses incident to the
preparation and mailing of the Proxy Statement and form of Proxy
are to be paid by the Company. In addition to solicitations by
mail, a number of regular employees of the Company may solicit
Proxies on behalf of the Board of Directors in person or by
telephone. The Company will reimburse banks, brokerage firms and
other custodians, nominees and fiduciaries, for reasonable costs
incurred by them in transmitting Proxy materials to the beneficial
owners of the Company's stock.
The persons named in the accompanying Proxy were selected by the
Board of Directors of the Company. All are directors of the
Company and one is also an officer. They have advised the Company
of their intentions, if no contrary instructions are given, to vote
the shares represented by all properly executed and unrevoked
Proxies received by them for the Board of Directors' nominees for
director and for management proposal 2, as set forth in the Notice
of the Meeting, and on any other matter which may come before the
meeting in accordance with their best judgment.
This Proxy Statement and Proxies solicited hereby are being first
sent or delivered to shareholders of the Company on or about
January 23, 1995. Any shareholder given a Proxy has the right to
revoke it by notifying the Secretary of the Company of such
revocation, in writing, at any time before its exercise. Execution
of the Proxy will not in any way affect the shareholder's right to
attend the meeting and vote in person.
OUTSTANDING SHARES AND VOTING RIGHTS
The outstanding voting securities of the Company on January 9,
1995, consisted of 8,708,177 shares of common stock, entitled to
one vote per share, and the following series of preferred stock,
which carry the voting rights indicated:
Preferred Number of Equivalent Common
Stock Preferred Shares Share Voting
Series Holder Outstanding Rights
Series L Vita International
Limited 373,500 1,721,247
Series M The TCW Group 343,200 1,572,500
Series N Home Life
Insurance Company 60,000 274,913<PAGE>
Accordingly, a total of 12,276,837 votes may be cast at the
Annual Meeting. As a result of their common stock and preferred
stock ownership, Vita International Limited ("Vita"); TCW Special
Placements Fund I; TCW Special Placements Fund II and TCW Capital,
all California limited partnerships (collectively "The TCW Group"
or "TCW"); officers, and directors as a group (which also include
the Vita, TCW and Winslow Management Company shares) have voting
authority over the following votes which may be cast; although
there is no requirement or understanding that Vita, TCW, officers,
or directors as a group will vote congruently:
Group Number of Votes Percentage
Vita 3,571,247 29.1%
TCW 2,317,790 18.9%
Vita, TCW, Officers, and
Directors as a Group 6,322,942 51.5%
With respect to proposal 1, a plurality of the votes present in
person or represented by Proxy at the meeting is required to elect
directors. With respect to proposal 2, a majority of the votes
present in person or represented by Proxy at the meeting is
required to adopt such proposal. Abstentions are counted in the
number of shares present in person or represented by Proxy for
purposes of determining whether a proposal has been approved,
whereas broker non-votes are not counted for such purposes.
Vita, TCW, officers, and directors as a group, comprising 51.5%
of the votes which may be cast at the Annual Meeting, have
indicated their intentions to vote for the Board of Directors'
nominees for director and for management proposal 2.
Only shareholders of record at the close of business on January
9, 1995, will be entitled to receive notice of and to vote at the
Annual Meeting and at any and all adjournments thereof. A majority
of the outstanding shares of stock entitled to vote must be
represented at the meeting in person or by Proxy to constitute a
quorum.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Classes A
and B have three directors each and Class C has two directors. All
directors hold office for a term of three years. Class B directors
hold office until the Annual Meeting of Shareholders in 1998, Class
C directors hold office until the Annual Meeting of Shareholders in
1996, and Class A directors will hold office until the Annual
Meeting of Shareholders in 1997 and, in each case, until their
successors are duly elected and qualified.
The Board of Directors has nominated John F. Arning, Bradley B.
Buechler, and Francis J. Eaton, present directors of the Company,
to be elected Class B directors of the Company. Vita, TCW,
officers, and directors as a group, comprising 6,322,942 votes,
have informed the Company that they intend to cast their votes
"for" these Board nominees.<PAGE>
The members of the Company's Board
of Directors, whose terms will
continue after the meeting, and the nominees for election to the
Board, with certain information about each of them, including their
principal occupations for the last five years, are listed below.
Name Principal Occupation and Other Information
John F. Arning Director. Mr. Arning, age 69, has been a
member of the Board since January 1992. He is
a retired partner of the law firm Sullivan &
Cromwell, having held that position from
January 1957 through his retirement on January
1, 1992. Mr. Arning also serves as a director
of Box Energy Corporation. Mr. Arning is
currently standing for reelection.
Bradley B. Buechler President, Chief Executive and Chief Operating
Officer and Director. Mr. Buechler, age 46,
has been a member of the Board since February
1984. He is a CPA and was with Arthur
Andersen & Co. prior to joining the Company in
1981. He was Corporate Controller and Vice
President, Finance of the Company from 1981 to
1984. He became Chief Operating Officer of
the Company in 1985, the Company's President
in 1987, and Chief Executive Officer effective
October 1, 1991. Mr. Buechler is the current
Chairman of the Sheet Producers Division of
the Society of Plastics Industry. Mr.
Buechler is currently standing for reelection.
Thomas L. Cassidy Director. Mr. Cassidy, age 66, has been a
member of the Board since February 1986. He
has been a Managing Director of The Trust
Company of the West and a senior partner of
TCW Capital since 1984. Prior to 1984, he was
a Managing Director of The First Boston
Corporation. Mr. Cassidy serves on the Board
of Directors of Federal Paper Board Company,
Inc., DeVlieg - Bullard, Inc., and Holnam,
Inc. His term as director expires at the 1997
annual meeting.
W.R. Clerihue Chairman of the Board and Director. Mr.
Clerihue, age 71, has been a member of the
Board since February 1990. He became Chairman
of the Board effective October 1, 1991. Mr.
Clerihue is currently a consultant and also a
director of Federal Paper Board Company, Inc.,
New York. He is retired from Celanese
Corporation, with his last position at
Celanese being Executive Vice President and
Chief of Staff. His term as director expires
at the 1996 annual meeting.<PAGE>
Name Principal Occupation and Other Information
Francis J. Eaton Director. Mr. Eaton, age 55, has been a
member of the Board since December 1989. He
is a polymer technologist and, after joining
British Vita PLC in 1958, became General
Manager of the Industrial Polymer Division in
1971. He was appointed to British Vita's
Board of Directors in 1975 and became their
Deputy Chief Executive Officer effective
October 1, 1991. Mr. Eaton is a council
member of the British Rubber Manufacturers'
Association in the United Kingdom. Mr. Eaton
is currently standing for reelection.
David B. Mueller Vice President, Chief Financial Officer,
Secretary, and Director. Mr. Mueller, age 41,
is a CPA and was with Arthur Andersen & Co.
from 1974 to 1981. He was Corporate
Controller of Apex Oil Company, a large
independent oil company, from 1981 to 1988.
He became Vice President and Chief Financial
Officer of the Company in 1988 and was named
Secretary in 1991. His term as director
expires at the 1997 annual meeting.
Jackson W. Robinson Director. Mr. Robinson, age 52, is President
of Winslow Management Company, a separate
operating division of Eaton Vance Management
in Boston. He is also a director of Jupiter
International Green Investment Trust, Jupiter
European Investment Trust, The National
Gardening Association, and a Trustee of
Suffield Academy. His term as director
expires at the 1996 annual meeting.
Rodney H. Sellers Director. Mr. Sellers, age 48, has been a
member of the Board since December 1989. He
is a Chartered Accountant in the United
Kingdom. He joined British Vita PLC in 1971,
was appointed to British Vita's Board of
Directors in 1974, and on July 1, 1990, he
became their Chief Executive. His term as
director expires at the 1997 annual meeting.
Of the current members of the Company's Board of Directors, three
were nominated by significant shareholders of the Company. Messrs.
Eaton and Sellers were nominated by Vita, and Mr. Cassidy was
nominated by the TCW Group. On April 13, 1992, the Company's Board
of Directors amended the Company's By-laws so as to require, with
respect to certain significant matters affecting the Company, the
affirmative vote of at least 50% of the members of the Board, so
long as a director nominated by each of Vita and TCW is included in
such 50% vote. Prior to the April 13, 1992 By-laws amendment, such
affirmative vote percentage was 85%. Matters requiring the
aforesaid 50% vote include (i) merger or consolidation of the
Company with another corporation, (ii) sale or transfer of more
than 25% of the Company's assets or recommended acceptance of any
offer or proposal to acquire or acquisition of securities of the
Company or involving the Company's assets, (iii) purchase or
acquisition of substantially all of another corporation's assets,
(iv) the Company's engaging in any new business or ceasing to
engage in an existing business, (v) issuance of shares of capital
stock or any options or warrants to purchase capital stock other
than pursuant to exercise or conversion of outstanding securities
of the Company, (vi) approval of, amendments, extensions to or
cancellations of employment agreements with executives of the
Company, (vii) incurrence or renewal of indebtedness exceeding
$500,000, and (viii) redemption of preferred stock or acquisitions
of preferred or common stock of the Company from an interested
shareholder. Any merger, acquisition or business transaction with
Vita or TCW, or any acquisition or redemption of shares of common
or preferred stock from Vita or TCW will require a majority of
directors other than directors designated by such interested
shareholder.
The Board of Directors recommends that shareholders vote FOR the
Board of Directors' slate of nominees standing for election.
MEETINGS AND COMMITTEES OF THE BOARD
AND REMUNERATION OF DIRECTORS
During fiscal 1994, the Board formally met four times. No
director attended fewer than 75% of the formal meetings of the
Board and Board Committees of which he was a member, with the
exception of Messrs. Eaton and Sellers who, because of long and
costly international travel requirements, alternate their
attendance at the meetings.
The Board has an Audit Committee, currently consisting of Messrs.
Arning, Clerihue, and Robinson, which formally met twice during
fiscal 1994. The Audit Committee's function is to recommend the
appointment of independent accountants to audit the Company's
financial statements and to perform other services related to the
audit; review the scope and results of the audit with the
independent accountants; review with management and the independent
accountants the Company's interim and year end operating results;
consider the adequacy of the internal accounting and auditing
procedures of the Company; and review the non-audit services to be
performed by the independent accountants and consider the effect of
such performance on the accountants' independence.
The Board has a Compensation Committee, currently consisting of
Messrs. Arning, Cassidy, Clerihue, Eaton, and Robinson, which
formally met twice during fiscal 1994. The Compensation
Committee's function is to review all compensation arrangements in
excess of $100,000 per annum, as well as any employment contract,
and to set the operating earnings target used in the computation of
Mr. Buechler's and Mr. Mueller's annual bonuses.
The Board does not have a Nominating Committee.
Each non-management director receives an annual fee of $27,000,
plus reimbursable expenses for meetings attended. In addition, the
Company pays an annual fee of $36,000 to British Vita PLC for
services provided to the Company by one of its directors. Mr.
Clerihue, the Company's Chairman of the Board, receives an
additional $15,000 per annum for service to the Company. Each non-
management director also receives $1,000 for each Board or
Committee Meeting attended of which he is a member.
Jackson W. Robinson, a non-management director, has received
options to purchase common stock of the Company. Terms of the
options were determined at the time of grant and the options were
issued outside any of the Company's option plans. The options,
totaling 30,000 shares, were granted in March of 1994 at an
exercise price of $5.00, which represents the fair market value on
the date of grant. The options expire in March of 1999.
MANAGEMENT REMUNERATION
Summary Compensation Table
The following table summarizes compensation earned or awarded to
the Company's Chief Executive Officer and all other executive
officers whose aggregate annual salary and bonuses exceeded
$100,000 during fiscal 1994.
Long-Term
Compen-
Name Annual sation
and Compensation Options All Other
Principal Fiscal Granted Compensation
Position Year Salary($) Bonus($) (#) ($)
Bradley B. 1994 $298,377 $179,091 80,000 $54,891(1)
Buechler 1993 $271,949 $108,410 - $45,782
President, 1992 $216,350 $ 86,625 300,000 $41,665
Chief Exec-
utive and Chief
Operating Officer
David B. 1994 $175,881 $ 85,750 40,000 $32,964(1)
Mueller 1993 $160,807 $ 51,910 - $27,931
Vice Presi- 1992 $130,700 $ 41,500 60,000 $23,400
dent of Finance,
Chief Financial
Officer and Secretary
Daniel J. 1994 $122,841 $ 42,500 10,000 $ 3,019(1)
Yoder 1993 $110,110 $ 35,000 5,000 $18,652
Vice Presi- 1992 $104,135 $ 30,000 - $ 1,774
dent Engineering
and Technology
(1) The amounts disclosed in this column for fiscal year 1994
include:
(a) Company contributions to non-qualified defined contribution
arrangements on behalf of Mr. Buechler, $47,650; and Mr.
Mueller, $28,213.
(b) Company matching contributions under the Company's 401(k)
Savings and Investment Plan on behalf of Mr. Buechler,
$3,127; Mr. Mueller, $3,105; and Mr. Yoder, $2,721.
(c) Company contributions to disability insurance premiums on
behalf of Mr. Buechler, $4,114; and Mr. Mueller, $1,646.
(d) Company contributions to term life insurance premiums on
behalf of Mr. Yoder, $298.
Option Grants
The following table summarizes option grants made during fiscal
1994 to the executive officers named above.
Individual Grants
Potential
Realizable
% of Value at
Number Total Assumed
of Options Annual
Securi- Granted Rates of
ties to Stock
Under- Employ- Price
lying ees Appreciation
Options in Exer- Expir- For Option
Granted Fiscal cise ation Term
Name (#) Year Price Date 5%($) 10%($)
Bradley B.
Buechler 80,000 30.2% $4.375 12/09/03 $570,113 $907,810
David B.
Mueller 40,000 15.1% $4.375 12/09/03 $285,057 $453,905
Daniel J.
Yoder 10,000 3.8% $4.375 12/09/98 $ 55,837 $ 70,460
The following table summarizes all exercised and unexercised
options at the end of fiscal 1994 for the executive officers named
above.
Number of
Unexercised Value of
Options Unexercised
Shares at Fiscal "In-the-
Acquired Year End Money"
on Value (All Options
Exercise Realized Currently at Fiscal
Name (#) ($) Exercisable) Year End
Bradley B. Buechler 8,000 $23,000 860,212 $2,076,631
David B. Mueller - - 136,320 $ 305,965
Daniel J. Yoder 2,500 $ 4,375 15,000 $ 27,500<PAGE>
Employment Agreements
Messrs. Buechler and Mueller
On July 1, 1992, the Company entered into Restated Employment
Agreements (the "Agreements") with Messrs. Buechler and Mueller
(collectively hereinafter the "Employees" and individually, an
"Employee") which supersede the Employment Agreements and
Management Continuity Agreements previously in effect with each of
these Employees. The term of each Agreement commenced July 1, 1992
and shall continue until terminated by two years' written notice by
the Company to the Employee or by one year's written notice from
the Employee to the Company, such notice not to be given by the
Company or the Employee before June 30, 1995. The Agreements
provide for annual base salaries, subject to periodic review for
cost of living and/or merit and other increases, of $250,000 for
Mr. Buechler and $150,000 for Mr. Mueller, but with: (a) a bonus
based upon the Company's earnings, (b) term life insurance of
$1,250,000 for Mr. Buechler and $750,000 for Mr. Mueller and (c)
annual contributions to a pension plan in an amount equal to 15% of
each Employee's base salary.
Each Employee shall be entitled to a lump sum severance benefit
equal to two times Employee's then current base salary plus the
aggregate amount of bonus paid or earned by the Employee in the two
years prior to the date of such notice of termination, upon the
occurrence of any of the following events: (a) if the Employee is
terminated by the Company for any reason other than for "cause" as
described below, or (b) if the Employee justifiably resigns and
terminates his employment with the Company, provided that such
voluntary termination occurs as permitted under Agreement as
described below. If the Employee terminates his employment for any
other reason pursuant to written notice as provided in the
Agreement, he shall be entitled to a lump sum severance benefit
equal to the sum of: (a) the Employee's then current base salary
for one year, plus (b) one-half of the aggregate amount of bonus
paid or earned by the Employee in the two years prior to the date
of such written notice of termination.
A termination for Cause shall have occurred only if such
Employee's employment is terminated because he was convicted of a
felony, or because of acts or omissions (including failure to
follow the lawful instructions of the Company's Board of Directors)
on such Employee's part resulting, or intended to result in,
personal gain at the expense of the Company (including its
subsidiaries) or intentional acts or omissions on such Employee's
part causing material injury in excess of $1,000,000 to the
property or business of the Company (including its subsidiaries).
Cause shall not include: (i) bad judgment or any act or omission
reasonably believed by such Employee in good faith to have been in
or not opposed to the best interest of the Company (including its
subsidiaries); or (ii) any acts or omissions by such Employee in
connection with any bid, tender or merger offer, restructuring
proposals, or any controversy or litigation relating thereto
(whether involving British Vita PLC or other persons), in which the
Company may become involved, wherein such Employee's acts or
omissions are the subject of controversy with any persons or firms
involved in such matters.
If any of the following events occur during the term of the
Agreements, each Employee may voluntarily terminate and
"justifiably resign" his employment immediately upon the occurrence
of such event, and be entitled to the severance benefits described
above: (a) any duties are assigned to such Employee or restrictions
are placed on such Employee which are inconsistent with his
position, duties, responsibilities and status as President and
Chief Executive Officer in the case of Mr. Buechler and Vice
President of Finance and Chief Financial Officer in the case of Mr.
Mueller; or (b) such Employee's base salary, options and bonuses
under such Employee's Agreement are not paid or delivered within
seven days of such Employee's notice to the Company that such are
due, or the Company takes action which otherwise adversely affects
or materially reduces any other benefits or rights which such
Employee is entitled to under such Employee's Agreement.
Mr. Yoder
On June 30, 1992, the Company entered into an Employment
Agreement (the "Agreement") with Mr. Yoder. The term of the
Agreement extends to June 30, 1995 with annual base compensation,
subject to periodic review for cost of living and/or merit and
other increases, of $107,500. In addition, the Agreement requires
the Company to maintain term life insurance in the amount of
$250,000 for Mr. Yoder's designated beneficiaries for the term of
the Agreement, all premiums thereon to be paid by the Company. The
Agreement does not provide for a guaranteed minimum bonus; however,
Mr. Yoder is eligible to receive discretionary bonuses based upon
his performance and the overall results of the Company's
operations.
Performance Graph
The following graph compares cumulative total Company shareholder
return for the last five years, with overall market performance as
measured by the cumulative return of the Standard & Poor's 500
Stock Index and a Company-constructed peer group index, assuming an
initial investment of $100 at the beginning of the period and the
reinvestment of all dividends. The peer group index consists of
the following companies: M.A. Hanna Company, specialty compounds;
Dexter Corporation, specialty compounds; American Filtrona,
filtration and plastic and packaging products; Gundle Environmental
Systems, polyethylene lining systems; and Portage Industries
Corporation, extruded plastic sheet. The Company has substituted
Standard & Poor's 500 Stock Index for the American Stock Exchange
Market Value Index because the Company's securities began trading
on the New York Stock Exchange on December 7, 1994. The Company
believes that the Standard & Poor's 500 Stock Index better
resembles the performance of the New York Stock Exchange.
Certain management changes implemented in October, 1991, the
restructuring completed in April, 1992, and a solid earnings
performance since 1992 have helped reverse the downward trend in
share price and its performance relative to the market.
(ADD LINE GRAPH HERE)
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
To Our Shareholders:
The Compensation Committee of the Board of Directors is
responsible for establishing compensation levels for all executive
officers of the Company and for any employee with base compensation
in excess of $100,000 per annum, and for any employee with an
employment contract. Our objective is to provide compensation that
is fair and equitable to both the employee and the Company.
Consideration is given to the employee's overall responsibilities,
professional qualifications, business experience, technical
expertise and their resultant combined value to the Company's long-
term performance and growth.
In establishing compensation levels for the Chief Executive
Officer and Chief Financial Officer, we consulted an independent
survey published by the accounting firm of Ernst & Young entitled,
"Midwest's Top 400 Public Companies 1993 Executive Compensation".
Base salaries, when combined with anticipated bonuses, were
established at levels approximating the average reported for
companies of comparable size to Spartech Corporation. Annual
bonuses for these two employees are based on the operating results
of the Company. The bonuses are computed using a graduated formula
which is based on the achievement of operating earnings versus a
target established at the beginning of each year by our Committee.
The Compensation Committee also reviews the stock options to be
awarded to all employees and has changed the employment contracts
for the Chief Executive Officer and Chief Financial Officer to
provide for periodic reviews and awards instead of the previous
contractual annual award requirements. Future stock option awards
will be granted to these individuals based upon performance.
The Compensation Committee periodically reviews the compensation
levels we established for each employee for whom we are responsible
and approves adjustments recommended by the Chief Executive Officer
for changes in responsibility for various executives of the Company
or economic conditions. We believe that by providing fair and
equitable compensation levels, the Company will continue to attract
and maintain qualified individuals who are dedicated to the long-
term performance and growth of Spartech Corporation.
In December 1993, the Internal Revenue Service issued proposed
regulations concerning compliance with Section 162(m) of the
Internal Revenue Service Code of 1986, as amended (the "Code").
Section 162(m) generally disallows a public company's deduction for
compensation to any one employee in excess of $1.0 million per year
unless the compensation is pursuant to a plan approved by the
public company's shareholders. None of the Named Executive
Officers presently receives, and the Compensation Committee does
not anticipate that such persons will receive, annual cash
compensation in excess of the $1.0 million cap provided in Section
162(m).
John F. Arning W.R. Clerihue Jackson W. Robinson
Thomas L. Cassidy Francis J. Eaton<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table identifies the aggregate of shares of common
stock and equivalent common share voting rights of preferred stock
beneficially owned by each director, by each executive officer, by
the executive officers and directors as a group, and by all persons
known to the Company as of January 9, 1995, to be the beneficial
owner of more than 5% of the 8,708,177 shares of common stock
outstanding as of that date:
Percent-
Number age
of of
Out- Out-
standing standing Number
Shares Shares of Percent-
and and Number Shares age
Equiv- Equiv- of Bene- of Class
alent alent Shares ficially Out-
Voting Voting Subject Owned standing
Rights Rights to Including Including
Name of of Options Options Options
and Pre- Pre- and and and
Address ferred ferred Conver- Conver- Conver-
of Stock Stock sions sions sions
Title Bene- Bene- Bene- of of of
of ficial ficially ficially Secur- Secur- Secur-
Class Owner Owned Owned ities ities ities
Common Directors
Stock and Executive
and Officers:
Equiv-
alent John F. Arning
Voting 201 E. 28th St.
Rights New York, NY 10016
of 40,000(1) 0.3% - 40,000 0.2%
Pre-
ferred Bradley B. Buechler
Stock 7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105
38,657(1) 0.3% 910,212(2) 948,869 3.9%
Thomas L. Cassidy
200 Park Avenue
New York, NY 10166
2,317,790(1)(3) 18.9% 6,289,998(4) 7,035,288(5) 29.1%
W.R. Clerihue
Suite 714 Harbour Center
555 West Hastings Street
Vancouver, B.C.
Canada V6B 4N5
-(1) - 30,000(2) 30,000 0.1%
<PAGE>
Percent-
Number age
of of
Out- Out-
standing standing Number
Shares Shares of Percent-
and and Number Shares age
Equiv- Equiv- of Bene- of Class
alent alent Shares ficially Out-
Voting Voting Subject Owned standing
Rights Rights to Including Including
Name of of Options Options Options
and Pre- Pre- and and and
Address ferred ferred Conver- Conver- Conver-
of Stock Stock sions sions sions
Title Bene- Bene- Bene- of of of
of ficial ficially ficially Secur- Secur- Secur-
Class Owner Owned Owned ities ities ities
Common Francis J. Eaton
Stock Soudan Street
and Middleton, Manchester
Equiv- M24 2DB England
alent 3,571,247(1)(6) 29.1% 6,884,987(4) 8,734,987(5) 36.1%
Voting
Rights David B. Mueller
of 7733 Forsyth Boulevard
Pre- Suite 1450
ferred Clayton, MO 63105
Stock 8,103(1) 0.1% 194,242(2) 202,345 0.8%
Jackson W. Robinson(7)
24 Federal Street
Suite 580
Boston, MA 02110
346,600(1) 2.8% 30,000(2) 376,600 1.6%
Rodney H. Sellers
Soudan Street
Middleton, Manchester
M24 2DB England
3,571,247(1)(6) 29.1% 6,884,987(4) 8,734,987(5) 36.1%
Daniel J. Yoder
7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105 545(1) - 27,000(2) 27,545 0.1%
All Directors and
Executive Officers as a
Group (9 persons)
6,322,942(1) 51.5% 14,366,439(8) 17,395,634(5) 72.0%
<PAGE>
Percent-
Number age
of of
Out- Out-
standing standing Number
Shares Shares of Percent-
and and Number Shares age
Equiv- Equiv- of Bene- of Class
alent alent Shares ficially Out-
Voting Voting Subject Owned standing
Rights Rights to Including Including
Name of of Options Options Options
and Pre- Pre- and and and
Address ferred ferred Conver- Conver- Conver-
of Stock Stock sions sions sions
Title Bene- Bene- Bene- of of of
of ficial ficially ficially Secur- Secur- Secur-
Class Owner Owned Owned ities ities ities
Common Other Beneficial
Stock Owners in Excess
and of the Common
Equiv- Shares Outstanding:
lent
Voting Vita International
Rights Limited(6)
of Soudan Street
Pre- Middleton, Manchester
ferred M24 2DB England
Stock 3,571,247(1) 29.1% 6,884,987(4) 8,734,987(5) 36.1%
The TCW Group(3)(9)
c/o TCW Special
Placements Fund I
200 Park Avenue
New York, NY 10166
2,317,790(1) 18.9% 6,289,998(4) 7,035,288(5) 29.1%
Fidelity Investments
82 Devonshire Street
Boston, MA 02109
834,300 6.8% - 834,300 3.5%<PAGE>
NOTES:
(1) Does not include shares issuable upon exercise of options
or conversions of preferred stock. Includes the following
equivalent common share voting rights associated with the
preferred stock held by the beneficial owner indicated:
1,572,500 voting rights in the case of the TCW Group;
1,721,247 voting rights in the case of Vita International
Limited; and 3,293,747 voting rights in the case of all
directors and executive officers as a group.
(2) Represents common shares issuable upon exercise of options
(all presently exercisable) held by the beneficial owner
indicated and 12,922 shares issuable upon exchange of the
Company's 9% Convertible Subordinated Debentures in the case
of Mr. Mueller.
(3) Mr. Cassidy, a director, is Managing Director of Trust
Company of the West and is a senior partner of TCW Capital;
as such, this amount includes the TCW Group's equivalent
common share voting rights, associated with their preferred
stock, of 1,572,500.
(4) Represents common shares issuable upon conversion of the
preferred stock held by the beneficial owner indicated.
(5) Does not include the following equivalent common share
voting rights associated with the preferred stock held by
the beneficial owner indicated: 1,572,500 voting rights in
the case of the TCW Group; 1,721,247 voting rights in the
case of Vita International Limited; and 3,293,747 voting
rights in the case of all directors and executive officers
as a group.
(6) Messrs. Eaton and Sellers, each a director of the Company,
are also directors of British Vita PLC and Vita
International Limited; as such, these amounts include Vita
International Limited's equivalent common share voting
rights, associated with their preferred stock, of 1,721,247.
(7) Mr. Robinson, a director, is President of Winslow Management
Company, a separate operating division of Eaton Vance
Management in Boston.
(8) Includes 1,178,532 common shares issuable upon exercise of
options (all presently exercisable), 13,174,985 common
shares issuable upon conversion of preferred stock, and
12,922 shares issuable upon exchange of the Company's 9%
Convertible Subordinated Debentures.
(9) The TCW Group is comprised of TCW Special Placements Fund
I, TCW Special Placements Fund II and TCW Capital, all
California limited partnerships.<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company and written
representations that no other reports were required, during fiscal
1994 all Section 16(a) filing requirements, with one exception,
were complied with. Jackson W. Robinson, a current director,
failed to file a Form 4 Report, covering the options granted to him
by the Company on March 9, 1994. However, a Form 5 Report has
since been filed covering the granting of these options.
<PAGE>
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT
AUDITORS
The Board of Directors of the Company, on the recommendation of
the Audit Committee, appointed Arthur Andersen LLP as independent
auditors of the Company for fiscal 1995. The Board proposes that
the shareholders ratify at this meeting the appointment of Arthur
Andersen LLP as independent auditors for fiscal 1995. Arthur
Andersen LLP has served as the Company's independent auditors since
fiscal 1986. The Company has had no disagreements with Arthur
Andersen LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures.
Arthur Andersen LLP has advised the Company that its
representatives will be present at the Annual Meeting, where they
will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
The Board of Directors recommends that shareholders vote FOR this
proposal.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
Management does not now intend to bring before the Annual Meeting
any matters other than those disclosed in the Notice of the Meeting
and it does not know of any business which persons other than
management intend to present at the meeting. Should any other
matter requiring a vote of the shareholders arise, the Proxies in
the enclosed form confer upon the person or persons entitled to
vote the shares represented by such Proxies discretionary authority
to vote such shares in respect of any such other matter in
accordance with their best judgment.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1996
Annual Meeting of the Shareholders of the Company must be received
by the Company, for inclusion in its Proxy Statement and form of
Proxy relating to that meeting, by December 31, 1995.
Shareholders are urged to sign, date and return promptly the enclosed
Proxy in the accompanying envelope, which requires no postage if mailed
in the United States. Your cooperation is appreciated.
By Order of the Board of Directors
/S/David B. Mueller
David B. Mueller
Vice President of Finance,
January 20, 1995 Chief Financial Officer and Secretary<PAGE>
Notice of Annual Meeting
and Proxy Statement
Annual Meeting of Shareholders
March 8, 1995
Back Page Cover<PAGE>
SPARTECH CORPORATION PROXY
Proxy to Vote Shares of Common Stock Solicited by the Board of
Directors for the Annual Meeting of Shareholders on March 8, 1995
at 10:00 a.m. C.S.T. at the Pierre Laclede Conference Center,
7733 Forsyth Boulevard, Clayton, Missouri 63105.
The undersigned hereby appoints W.R. Clerihue and Bradley B.
Buechler, and each of them with full power of substitution, as
the proxies of the undersigned to vote and act with respect to
all shares of Common Stock of Spartech Corporation which the
undersigned may be entitled to vote at the Annual Meeting of
Shareholders to be held on March 8, 1995, and at any and all
adjournments thereof with all the powers the undersigned would
possess if personally present, upon the matters noted below and
such other matters as may properly come before the meeting:
1. ELECTION OF DIRECTORS: FOR all nominees (except as marked to
the contrary)
WITHHOLD AUTHORITY for all nominees
John F. Arning, Bradley B. Buechler,
Francis J. Eaton
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name.)
2. PROPOSAL TO RATIFY APPOINTMENT OF ARTHUR ANDERSEN LLP, as
auditors of the Company for the fiscal year 1995.
FOR AGAINST ABSTAIN
3. In accordance with their best judgment upon such matters as
may properly come before the meeting.
Authority Granted Authority Withheld
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO PREFERENCE IS
INDICATED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES AND THE
PROPOSAL LISTED AND IN ACCORDANCE WITH THEIR BEST JUDGMENT UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Signature of Shareholder
Signature of Shareholder
IMPORTANT: Please sign this Proxy exactly as your name
appears hereon. IF SHARES ARE HELD BY MORE THAN ONE
OWNER, EACH MUST SIGN. Executors, administrators,
trustees, guardians, and others signing in
representative capacity should give their full titles.
DATED: , 1995
Be sure to date this proxy.
