SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 9, 1996
SPARTECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-5911 43-0761773
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7733 Forsyth Blvd., Suite 1450, Clayton, Missouri 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 721-4242
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SPARTECH CORPORATION
FORM 8-K
Item 2. Acquisition or Disposition of Assets
On May 9, 1996, Spartech Corporation ("the Company") completed its
acquisition of Portage Industries Corporation ("Portage") by means of a merger
pursuant to which Spartech Plastics, Inc., a wholly-owned subsidiary of the
registrant was merged with and into Portage.
Portage is a manufacturer of extruded plastic sheet & rollstock and light
gauge packaging products located in Portage, Wisconsin. Portage manufactures
and markets extruded and coextruded plastic sheet and rollstock which is sold to
customers for use in the manufacture of a wide range of products, including
parts for automotive and recreational vehicles, farm equipment components,
environmental products, lawn and garden products, agricultural products and home
improvement products, and for packaging of their products, such as meat and
dairy products, medical devises and pharmaceutical products. It also produces
thermoformed plastic products manufactured to customer specifications and for
applications in many of the same markets.
Pursuant to an Agreement and Plan of Merger between the Company, Spartech
Plastics, Inc., and Portage, each share of Portage Common Stock was converted
into the right to receive $6.60 in cash. The total purchase price for Portage's
net assets totaled approximately $17 million in cash, including estimated costs
of the transaction. The purchase price was determined by arms' length
negotiations between the parties. The purchase was funded by the Company's
existing unsecured credit facility with Bank of America National Trust
Association.
Item 7. Financial Statements and Exhibits
(a) Exhibits
2 Agreement and Plan of Merger between Spartech Corporation, Spartech
Plastics, Inc., and Portage Industries Corporation, dated as of
February 22, 1996 (incorporated by reference to the corresponding
Exhibit filed by the Registrant with the Form 10-Q as of
February 3, 1996).
99 Spartech press release dated May 9, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SPARTECH CORPORATION
Date May 22, 1996 By /S/ Randy C. Martin
Randy C. Martin
Vice President-Finance and
Chief Financial Officer
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Company Contacts:
Bradley B. Buechler, President
and Chief Executive Officer
David B. Mueller, V.P. of Finance
and Chief Financial Officer
For Immediate Release:
Thursday, May 9, 1996
SPARTECH CORPORATION COMPLETES PURCHASE OF
PORTAGE INDUSTRIES CORPORATION
ST. LOUIS, MISSOURI, May 9, 1996 -- Spartech Corporation
(NYSE-SEH) announced today that it completed its purchase of Portage
Industries Corporation ("Portage"), -- a long established manufacturer
of extruded plastic sheet & rollstock and light gauge packaging
products with annual sales of approximately $35 million.
Spartech's President and Chief Executive Officer, Bradley B.
Buechler, stated, "This purchase is of strategic importance in further
strengthening the Company's national extruded sheet & rollstock group,
Spartech Plastics. Portage's extruded sheet & rollstock plant, located
in Portage, Wisconsin, will operate as a Spartech Plastics facility,
expanding the group to 11 extrusion plants currently servicing about
32% of this $1 Billion market."
Mr. Buechler further stated, "Spartech now has total annual
production capacity of more than 500 million pounds in its two
operating divisions -- extruded sheet & rollstock (375 million) and
merchant compounding (125 million) -- with projected annual sales over
the next 12 months of approximately $400 million. The acquisition
price for Portage, inclusive of working capital requirements, was
approximately $19 million."
-more-
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Spartech's Vice President of Finance and Chief Financial Officer,
David B. Mueller, stated, "Spartech currently plans on putting
additional equipment and capital into the newly acquired operation over
the next 12 months. This should enhance production efficiencies and
more fully utilize their current idle capacity -- presently in the
10%-20% range. Following such equipment modifications and planned
improvements in the levels of production, the new business should be
capable of producing operating income of 8%-9% on sales annually."
Spartech is a leading manufacturer of engineered thermoplastic
materials and polymeric compounds, with 15 plants located throughout
the United States. The Company's second quarter fiscal 1996 results
will be released the week of May 20, 1996.
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