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:
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4) Date Filed:
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<PAGE>
SPARTECH CORPORATION
7733 Forsyth Boulevard - Suite 1450
Clayton, Missouri 63105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 1996
TO THE SHAREHOLDERS OF
SPARTECH CORPORATION:
The Annual Meeting of Shareholders of Spartech Corporation will be held at the
Pierre Laclede Conference Center, 7733 Forsyth Boulevard, Clayton, Missouri
63105, on Wednesday March 13, 1996 at 10:00 a.m. for the following purposes:
1. To elect two Class C directors to serve three year terms.
2. To ratify the selection of Arthur Andersen LLP as independent auditors of
the Company for the 1996 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 18, 1996
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.
Whether or not you plan to attend the meeting in person, please complete,
sign and return the proxy, which you may revoke at any time prior to its use.
A self-addressed envelope, which requires no postage if mailed in the United
States, 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 19, 1996 Chief Financial Officer and Secretary
Proxy - front cover
SPARTECH CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 1996
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 Wednesday March 13, 1996 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 will 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. 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 the proxy solicited hereby are being first sent or
delivered to shareholders of the Company on or about January 19, 1996. 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.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended October 28, 1995 accompanies this proxy statement.
OUTSTANDING SHARES AND VOTING PROCEDURES
The outstanding voting securities of the Company on January 18, 1996,
consisted of 23,340,916 shares of common stock, entitled to one vote per share
held.
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.
Only shareholders of record at the close of business on January 18, 1996,
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 A directors hold office until the Annual
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Proxy - page 1
Meeting of Shareholders in 1997, Class B directors hold office until the Annual
Meeting of Shareholders in 1998, and Class C directors will hold office until
the Annual Meeting of Shareholders in 1999, and, in each case, until their
successors are duly elected and qualified.
The Board of Directors has nominated W.R. Clerihue, and Jackson W. Robinson,
present directors of the Company, to be re-elected Class C directors of the
Company. 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"); executive officers; and
directors as a group, comprising 16,144,640 votes, have informed the Company
that they intend to cast their votes "for" these Board nominees.
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.
Spartech
Director
Name, Age Principal Occupation and Other Directorships Since
John F. Arning, 70 Mr. Arning is a retired partner of the law 1992
firm Sullivan & Cromwell, having held that
position from January 1957 through his
retirement on January 1, 1992. He also
serves as a director of Box Energy
Corporation. His term as Director expires
at the 1998 Annual Meeting.
Bradley B. Buechler, 47 President, Chief Executive and Chief 1984
Operating Officer of the Company. Mr.
Buechler 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 also the immediate past
Chairman of the Sheet Producers Division of
the Society of Plastics Industry. His term
as Director expires at the 1998 Annual Meeting.
Thomas L. Cassidy, 67 Mr. Cassidy has been a Managing Director of 1986
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, 72 Chairman of the Board of the Company. Mr. 1990
Clerihue became Chairman of the Board
effective October 1, 1991. He 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. Mr. Clerihue
currently stands for re-election.
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Proxy - page 2
Spartech
Director
Name, Age Principal Occupation and Other Directorships Since
Francis J. Eaton, 56 Mr. Eaton is a polymer technologist and, 1990
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. His term as Director expires at the
1998 Annual Meeting.
David B. Mueller, 42 Vice President, Chief Financial Officer, and 1994
Secretary of the Company. Mr. Mueller is a
CPA and was with Arthur Andersen & Co. from
1974 to 1981. He was Corporate Controller
of Apex 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, 53 Mr. Robinson is President of Winslow 1993
Management Company, a separate operating
division of Eaton Vance Management in Boston,
having held that position since 1983.
He is also a director of
Merlin International Green Investment Trust,
Jupiter-European Investment Trust, The National
Gardening Association, and of Suffield Academy.
Mr. Robinson currently stands for re-election.
Rodney H. Sellers, 49 Mr. Sellers is a Chartered Accountant in 1990
the United Kingdom. He joined British Vita
PLC 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.
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Proxy - page 3
The Board of Directors recommends that shareholders vote FOR the Board of
Directors' slate of nominees standing for election.
BOARD OF DIRECTORS
AND COMMITTEES
During fiscal 1995, the Board formally met four times, and twice
telephonically. 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 of Vita who, because of long and costly international
travel requirements, alternate their attendance at the formal meetings.
The Board has an Audit Committee, currently consisting of Messrs. Arning,
Clerihue, and Robinson, which formally met twice during fiscal 1995. 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 1995. The Compensation Committee's function is to review all
compensation arrangements in excess of $100,000 per annum, as well as any
employment contract.
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.
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Proxy - page 4
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes compensation earned or awarded to the
Company's Chief Executive Officer and each other executive officer whose
aggregate salary and bonus exceeds $100,000 annually.
Long-Term
Annual Compensation Compensation
Name and Fiscal Options All Other
Principal Position Year Salary($) Bonus($) Granted(#) Compensation($)
Bradley B. Buechler 1995 $333,462 $254,870 50,000 $55,078(1)
President, Chief
Executive 1994 $298,377 $179,091 80,000 $54,891
and Chief Operating
Officer 1993 $271,949 $108,410 - $45,782
David B. Mueller 1995 $201,154 $140,170 45,000 $34,642(1)
Vice President of
Finance, 1994 $175,881 $ 85,750 40,000 $32,964
Chief Financial
Officer and 1993 $160,807 $ 51,910 - $27,931
Secretary
Daniel J. Yoder 1995 $134,039 $ 55,000 12,000 $18,520(1)
Vice President
Engineering 1994 $122,841 $ 42,500 10,000 $ 3,019
and Technology
1993 $110,110 $ 35,000 5,000 $18,652
Randy C. Martin 1995 $ 10,577 $ 5,000 10,000 -
Corporate
Controller(2) 1994 - - - -
1993 - - - -
(1) The amounts disclosed in this column for fiscal year 1995
include:
(a) Company contributions to non-qualified defined contribution arrangements
on behalf of Mr. Buechler, $52,350; Mr. Mueller, $31,295; and Mr. Yoder,
$15,000.
(b) Company matching contributions under the Company's 401(k) Savings and
Investment Plan on behalf of Mr. Buechler, $2,728; Mr. Mueller, $3,347; and Mr.
Yoder, $3,181.
(c) Company contributions to term life insurance premiums on behalf of Mr.
Yoder, $339.
(2) Mr. Martin commenced employment with the Company on September
25, 1995.
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Proxy - page 5
Option Grants
The following table summarizes option grants made during fiscal 1995 to the
executive officers named above.
Individual Grants
% of Total Potential Realizable
Number of Options Value at Assumed
Securities Granted to Annual Rates of Stock
Underlying Employees Price Appreciation
Options in Fiscal Exercise Expiration For Option Term(1)
Name Granted(#) Year Price Date 5%($) 10%($)
Bradley B.
Buechler 50,000 19.2% $5.375 11/30/04 $169,016 $428,318
David B.
Mueller 45,000 17.3% $5.375 11/30/04 $152,114 $385,486
Daniel J.
Yoder 12,000 4.6% $5.375 11/30/99 $ 17,820 $ 39,378
Randy C. Martin 10,000 3.8% $7.000 9/25/00 $ 19,340 $ 42,736
(1) The rates of appreciation presented of 5% and 10% are set by the Securities
and Exchange Commission and therefore are not intended to forecast future
appreciation of the Company's stock price.
The following table summarizes all exercised and unexercised options at the
end of fiscal 1995 for the executive officers named above.
Value of
Number of Unexercised
Shares Unexercised Options "In-the-Money"
Acquired On Value at Fiscal Year End Options at
Name Exercise(#) Realized($)(1) (All Exercisable) Fiscal Year End(1)
Bradley B. Buechler 78,150 $237,962 832,062 $2,820,589
David B. Mueller 16,320 $25,827 165,000 $ 403,750
Daniel J. Yoder - - 27,000 $ 48,875
Randy C. Martin - - 10,000 -(2)
(1)The values represent the difference between the exercise price of the options
and the price of the Company's common stock on the date of exercise and at
fiscal year end, respectively.
(2) The option exercise price was in excess of the Company's common stock price
at fiscal year end.
Employment Agreements
Messrs. Buechler and Mueller
On July 1, 1995, the Company entered into Restated Employment Agreements (the
"Agreements") with Messrs. Buechler and Mueller (collectively hereinafter the
"Employees" and individually, an "Employee") which amend and restate the
Employment Agreements previously in effect with each of these Employees. The
term of
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Proxy - page 6
each Agreement commenced July 1, 1995 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, 1998. The Agreements provide
for annual base salaries, subject to periodic review for cost of living
and/or merit and other increases, of $330,000 for Mr. Buechler and $200,000 for
Mr. Mueller, and 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, 1995, the Company entered into an Employment Agreement (the
"Agreement") with Mr. Yoder. The term of the Agreement extends to June 30,
1998 with annual base compensation, subject to periodic review for cost of
living and/or merit and other increases, of $140,000. 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
provides for a guaranteed minimum bonus of $25,000 per year, or a greater
amount based upon his performance and the overall results of the
Company's operations.
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Proxy - page 7
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 packaging products; Gundle
Environmental Systems, polyethylene lining systems; and Portage Industries
Corporation, extruded plastic sheet.
- -line graph-
Point values on graph are as follows:
Spartech S&P 500 Peer
Corporation Index Group
1990 100.00 100.00 100.00
1991 93.75 129.10 132.18
1992 125.00 137.72 144.55
1993 187.50 153.90 162.37
1994 287.50 155.38 169.38
1995 321.75 191.69 185.74
<PAGE>
Proxy - page 8
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
To Our Shareholders:
The Compensation Committee of the Board of Directors is responsible for
approving 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 Compensation Committee also reviews the stock options to be awarded to
all employees. Future stock option awards will be granted to 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) in the foreseeable future.
John F. Arning W.R. Clerihue Jackson W. Robinson
Thomas L. Cassidy Francis J. Eaton
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Proxy - page 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The table set forth below identifies the aggregate shares of common 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 December 31, 1995, to be the beneficial owner of more than 5% of the
23,338,916 shares of common stock outstanding as of that date.
Number Percentage Number
of of of
Outstanding Outstanding Number Shares Percentage
Common Common of Beneficially of Class
Shares Shares Shares Owned Outstanding
Name and Address Beneficially Beneficially Subject to Including Including
of Beneficial Owner Owned(1) Owned Options(2) Options Options
Directors and
Executive Officers:
John F. Arning
201 East 28th Street
New York, NY 10016 30,000 * - 30,000 *
Bradley B. Buechler
7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105 71,000 * 887,062 958,062 3.9%
Thomas L. Cassidy
200 Park Avenue
New York, NY 10166 7,035,288(3) 30.1% - 7,035,288(3) 28.7%
W.R. Clerihue
Suite 714 Harbour Center
555 West Hastings Street
Vancouver, B.C.
Canada V6B 4N5 30,000 * - 30,000 *
Francis J. Eaton
Soudan Street
Middleton, Manchester
M24 2DB England 8,734,987(4) 37.4% - 8,734,987(4) 35.6%
Randy C. Martin
7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105 - - 10,000 10,000 *
David B. Mueller
7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105 36,920 * 215,000 251,920 1.0%
Jackson W. Robinson
24 Federal Street
Suite 580
Boston, MA 02110 205,900(5) * 30,000 235,900(5) 1.0%
<PAGE>
Proxy - page 10
Number Percentage Number
of of of
Outstanding Outstanding Number Shares Percentage
Common Common of Beneficially of Class
Shares Shares Shares Owned Outstanding
Name and Address Beneficially Beneficially Subject to Including Including
of Beneficial Owner Owned(1) Owned Options(2) Options Options
Directors and
Executive Officers:
Rodney H. Sellers
Soudan Street
Middleton, Manchester
M24 2DB England 8,734,987(4) 37.4% - 8,734,987(4) 35.6%
Daniel J. Yoder
7733 Forsyth Boulevard
Suite 1450
Clayton, MO 63105 545 * 41,750 42,295 *
All Directors and
Executive Officers
as a Group
(10 persons) 16,144,640 69.2% 1,183,812 17,328,452 70.7%
Other Beneficial Owners
In Excess of 5% of the Common
Shares Outstanding:
Vita International Limited
Soudan Street
Middleton, Manchester
M24 2DB England 8,734,987(4) 37.4% - 8,734,987(4) 35.6%
The TCW Group(6)
c/o TCW Special
Placements Fund I
200 Park Avenue
New York, NY 10166 7,035,288(3) 30.1% - 7,035,288(3) 28.7%
<PAGE>
Proxy - page 11
NOTES:
* Denotes that the percentage of class of security beneficially owned is less
than 1%.
(1) Does not include shares issuable upon exercise of options.
(2) Represents common shares issuable upon exercise of options (all presently
exercisable) held by the beneficial owner indicated.
(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 common
stock owned by TCW Group.
(4) 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 common stock owned by Vita International Limited.
(5) Mr. Robinson, a director, is President of Winslow Management Company, a
separate operating division of Eaton Vance Management in Boston; as such, this
amount includes the common stock owned by Winslow Management.
(6) The TCW Group is comprised of TCW Special Placements Fund I, TCW Special
Placements Fund II and TCW Capital, all California limited partnerships.
<PAGE>
Proxy - page 12
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 1996. The Board proposes that the shareholders ratify at this
meeting the appointment of Arthur Andersen LLP as independent auditors for
fiscal 1996. 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 1997 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
August 31, 1996.
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 19, 1996 Chief Financial Officer and Secretary
<PAGE>
Proxy - page 13
Notice of Annual Meeting
and Proxy Statement
Annual Meeting of Shareholders
March 13, 1996
SPARTECH Corporation
7733 Forsyth - Suite 1450 - Clayton, Missouri 63105-1817
<PAGE>
Proxy - back
<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 13, 1996 AT 10:00 A.M. C.S.T.
AT THE PIERRE LACLEDE CONFERENCE CENTER, 7733 FORSYTH BOULEVARD,
CLAYTON, MO 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 13, 1996, 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
W.R. Clerihue, Jackson W. Robinson
(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 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In accordance with their best judgment upon such matters as
may properly come before the meeting.
[ ] Authority Granted [ ] Authority Withheld
(Back of Card)
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: ___________, 1996
Be sure to date this proxy.
<PAGE>
