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 March 5, 1999
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: (314) 721-4242
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SPARTECH CORPORATION
FORM 8-K
Item 5. Other Events
On March 5, 1999, Spartech Corporation ("the Company" or "Spartech") issued
$50 million of 6.5% convertible subordinated debentures to Spartech Capital
Trust, a Delaware trust controlled by the Company. The Company used the
proceeds to pay down our unsecured bank credit facility. The debentures are the
sole assets of the Trust and eliminate in consolidation. The Trust purchased
the debentures with the proceeds of a $50 million private placement of 6.5%
convertible preferred securities of the Trust having an aggregate liquidation
preference of $50 million and guaranteed by Spartech. The debentures mature and
are payable, along with the Trust preferred securities on March 1, 2014, if they
have not been previously redeemed or converted.
The debentures are convertible along with the Trust preferred securities,
at the option of the preferred security holders, into shares of our common stock
at a conversion price equivalent to $30.55 per share of common stock, for a
total of 1,636,661 shares. In addition, the debentures are redeemable along
with the Trust preferred securities, at Spartech's option on or after March 1,
2002, at a price equal to 104.56% of the principal amount plus accrued interest,
declining annually to a price equal to the principal amount plus accrued
interest by March 1, 2009.
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2
Item 7. Financial Statements and Exhibits
Exhibits
99 Spartech press release dated March 5, 1999.
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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 March 18, 1999 By /S/ Randy C. Martin
Randy C. Martin
Vice President-Finance and
Chief Financial Officer
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AT THE COMPANY:
Bradley B. Buechler David B. Mueller Randy C. Martin
President and Executive VP and Vice President-Finance and
Chief Executive Officer Chief Operating Officer Chief Financial Officer
(314) 721-4242 (314) 721-4242 (314) 721-4242
FOR IMMEDIATE RELEASE
FRIDAY, MARCH 5, 1999
SPARTECH CORPORATION ANNOUNCES PRIVATE PLACEMENT OF
CONVERTIBLE PREFERRED SECURITIES
St. Louis, Missouri, March 5, 1999 -- Spartech Corporation (NYSE:SEH)
announced today that it completed a $50 million private placement of convertible
preferred securities through a subsidiary trust. The preferred securities were
issued in conjunction with the trust's purchase of 6.5% convertible subordinated
debentures from Spartech. These debentures will mature on March 31, 2014, if
the related preferred securities have not been converted to Spartech common
stock or redeemed.
Spartech's President and Chief Executive Officer, Bradley B. Buechler,
stated, "The proceeds from the private placement will be used to pay down the
Company's borrowings under our Bank Credit Facility, thereby providing
flexibility for strategic expansions and other efforts which support the
Company's future growth. Distributions on the preferred securities (payments at
a fixed annual coupon rate of 6.5%) are cumulative and will be paid quarterly.
The preferred securities are convertible at any time into common stock of
Spartech at the rate of 1.6367 shares of common stock for each $50 of the
preferred securities (equivalent to a conversion price of $30.55 per share of
common stock)."
Spartech is a leading producer of engineered thermoplastic materials,
polymeric compounds and molded & profile products, which has 38 facilities
located throughout North America and one in Europe. The Company has made ten
acquisitions since 1993 and recently released record fiscal 1999 first quarter
results of $167.8 million in Sales and $9.2 million in Net Earnings, or $.32 per
diluted share.
Safe Harbor For Forward-Looking Statements
Statements contained herein which are not historical facts are forward-
looking statements within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934 which are intended to be covered by the safe
harbors created thereby. For a summary of important facts which could cause the
Company's actual results to differ materially from those included in, or
inferred by, the forward-looking statements, refer to the Company's Form 10-K
for the fiscal year ended October 31, 1998, which is on file with the Securities
and Exchange Commission.
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