SPARTECH CORP
SC 13G/A, 1999-02-26
MISCELLANEOUS PLASTICS PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 5 )(1)

                                 Spartech Corp.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    847220290
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                   12/31/1998
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         /X/        Rule 13d-1(b)

         / /        Rule 13d-1(c)

         / /        Rule 13d-1(d)

(1)  The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
     deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 or otherwise subject to the liabilities of that
     section of the Act but shall be subject to all other provisions of the Act
     (however, SEE the NOTES).



<PAGE>

- ------------------------------                   -------------------------------
      CUSIP No. 847220290             13G              Page 2 of 8 Pages
- ------------------------------                   -------------------------------


- --------------------------------------------------------------------------------
        1. NAMES OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                            The TCW Group, Inc.
- --------------------------------------------------------------------------------
        2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                     (a)  / /
                                                                     (b)  /X/
- --------------------------------------------------------------------------------
        3. SEC USE ONLY

- --------------------------------------------------------------------------------
        4. CITIZENSHIP OR PLACE OF ORGANIZATION

                            Nevada corporation
- --------------------------------------------------------------------------------
                                 5.         SOLE VOTING POWER
           NUMBER OF                                                       -0-
             SHARES             ------------------------------------------------
          BENEFICIALLY           6.         SHARED VOTING POWER
            OWNED BY                                                 2,005,825
              EACH              ------------------------------------------------
           REPORTING             7.         SOLE DISPOSITIVE POWER
             PERSON                                                        -0-
              WITH              ------------------------------------------------
                                 8.         SHARED DISPOSITIVE POWER
                                                                     2,005,825
- --------------------------------------------------------------------------------
        9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
           PERSON
                                                                     2,005,825
- --------------------------------------------------------------------------------
       10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*
                                                                           / /
- --------------------------------------------------------------------------------
       11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%(see response to Item 4)
- --------------------------------------------------------------------------------
       12. TYPE OF REPORTING PERSON*

                                     HC/CO
- --------------------------------------------------------------------------------



                      *SEE INSTRUCTIONS BEFORE FILLING OUT



<PAGE>

- ------------------------------                   -------------------------------
      CUSIP No. 847220290             13G              Page 3 of 8 Pages
- ------------------------------                   -------------------------------


- --------------------------------------------------------------------------------
        1. NAMES OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                             Robert Day
- --------------------------------------------------------------------------------
        2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                     (a)  / /
                                                                     (b)  /X/
- --------------------------------------------------------------------------------
        3. SEC USE ONLY

- --------------------------------------------------------------------------------
        4. CITIZENSHIP OR PLACE OF ORGANIZATION

                             United States Citizen
- --------------------------------------------------------------------------------
                                 5.         SOLE VOTING POWER
           NUMBER OF                                                       -0-
             SHARES             ------------------------------------------------
          BENEFICIALLY           6.         SHARED VOTING POWER
            OWNED BY                                                 2,005,825
              EACH              ------------------------------------------------
           REPORTING             7.         SOLE DISPOSITIVE POWER
             PERSON                                                        -0-
              WITH              ------------------------------------------------
                                 8.         SHARED DISPOSITIVE POWER
                                                                     2,005,825
- --------------------------------------------------------------------------------
        9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
          PERSON
                                                                     2,005,825
- --------------------------------------------------------------------------------
       10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*
                                                                           / /
- --------------------------------------------------------------------------------
       11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%(see response to Item 4)
- --------------------------------------------------------------------------------
       12. TYPE OF REPORTING PERSON*
                                     HC/IN
- --------------------------------------------------------------------------------



                      *SEE INSTRUCTIONS BEFORE FILLING OUT



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                                                              Page 4 of 8 Pages

Item 1(a).         Name of Issuer:

                   Spartech Corp.

Item 1(b).         Address of Issuer's Principal Executive Offices:

                   7733 Forsyth Blvd., Suite 1450
                   Clayton, MO 63105

Item 2(a).         Name of Persons Filing:
Item 2(b).         Address of Principal Business Office, or if None, Residence:
Item 2(c).         Citizenship:

                   The TCW Group, Inc.
                   865 South Figueroa Street
                   Los Angeles, CA 90017
                   (Nevada Corporation)

                   Robert Day
                   200 Park Avenue, Suite 2200
                   New York, New York 10166
                   (United States Citizen)

Item 2(d).         Title of Class of Securities:

                   Common Stock

Item 2(e).         CUSIP Number:

                   847220290



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                                                              Page 5 of 8 Pages

Item 3.  If This Statement Is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or 
         (c), Check Whether the Person Filing is a:

         (a)      / /       Broker or dealer registered under Section 15 of the
                            Exchange Act.
         (b)      / /       Bank as defined in Section 3(a)(6) of the Exchange
                            Act.
         (c)      / /       Insurance company as defined in Section 3(a)(19) of
                            the Exchange Act.
         (d)      / /       Investment company registered under Section 8 of the
                            Investment Company Act.
         (e)      / /       An investment adviser in accordance with Rule
                            13d-1(b)(1)(ii)(E).
         (f)      / /       An employee benefit plan or endowment fund in
                            accordance with13d-1(b)(1)(ii)(F).
         (g)      /X/       A parent holding company or control person in
                            accordance with Rule 13d-1(b)(1)(ii)(G).

                                 (SEE Item 7)
                                 The TCW Group, Inc.
                                 Robert Day (individual who may be deemed to
                                     control The TCW Group, Inc. and other
                                     entities which hold the Common Stock of
                                     the issuer)

         (h)      / /       A savings association as defined in Section 3(b) of
                            the Federal Deposit Insurance Act.

         (i)      / /       A church plan that is excluded from the definition
                            of an investment company under Section 3(c)(14) of
                            the Investment Company Act.

         (j)      / /       Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
         If this statement is filed pursuant to Rule 13d-1(c), check this box.
         / /



<PAGE>

                                                              Page 6 of 8 Pages

Item 4.  Ownership **

         THE TCW GROUP, INC.
         (a)     Amount beneficially owned: 2,005,825
         (b)     Percent of class:  7.5%
         (c)     Number of shares as to which such person has:
                 (i)   Sole power to vote or to direct the vote: none.
                 (ii)  Shared power to vote or to direct the vote: 2,005,825
                 (iii) Sole power to dispose or to direct the disposition of:
                       none.
                 (iv)  Shared power to dispose or to direct the disposition of:
                       2,005,825

         Robert Day ***
         (a)     Amount beneficially owned: 2,005,825
         (b)     Percent of class:  7.5%
         (c)     Number of shares as to which such person has:
                 (i)   Sole power to vote or to direct the vote: none.
                 (ii)  Shared power to vote or to direct the vote: 2,005,825
                 (iii) Sole power to dispose or direct the disposition of: none.
                 (iv)  Shared power to dispose or to direct the disposition of:
                       2,005,825






**       The filing of this Schedule 13G shall not be construed as an admission
         that the reporting person or any of its affiliates is, for the purposes
         of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
         beneficial owner of any securities covered by this Schedule 13G.  In
         addition, the filing of this Schedule 13G shall not be construed as an
         admission that the reporting person or any of its affiliates is the
         beneficial owner of any securities covered by this Schedule 13G for
         any other purposes than Section 13(d) of the Securities Exchange Act
         of 1934.

***      Shares reported for Robert Day include shares reported for The TCW
         Group, Inc.



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                                                              Page 7 of 8 Pages

Item 5.  Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the
         date hereof the reporting person has ceased to be the beneficial
         owner of more than five percent of the class of securities, check
         the following / /.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         Various persons other than as described in Item 4, including the
         TCW Special Placements Fund I, have the right to receive or the
         power to direct the receipt of dividends from, or the proceeds from
         the sale of, the Common Stock of Spartech Corp.

Item 7.  Identification  and  Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company.

         SEE Exhibit A.

Item 8.  Identification and Classification of Members of the Group.

         Not applicable.  SEE Exhibits A and B.

Item 9.  Notice of Dissolution of Group.

         Not applicable.

Item 10. Certification.

         Because this statement is filed pursuant to Rule 13d-1(b), the
         following certification is included:

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired in the
         ordinary course of business and were not acquired and are not held for
         the purpose of or with the effect of changing or influencing the
         control of the issuer of the securities and were not acquired and are
         not held in connection with or as a participant in any transaction
         having that purpose or effect.

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                                                              Page 8 of 8 Pages

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated this 25th day of February, 1999.

                                    The TCW Group, Inc.

                                    By:  /s/ Mohan V. Phansalkar
                                         ---------------------------------------
                                         Mohan V. Phansalkar
                                         Authorized Signatory

                                    Robert Day

                                    By:  /s/ Mohan V. Phansalkar
                                         ---------------------------------------
                                         Mohan V. Phansalkar
                                         Under Power of Attorney dated January
                                         30, 1996, on File with Schedule 13G
                                         Amendment Number 1 for Matrix Service
                                         Co. dated January 30, 1996.



<PAGE>

                                                                  EXHIBIT 21

                                   EXHIBIT A
                 RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY

PART A: TCW ENTITIES

PARENT HOLDING COMPANY:

         The TCW Group, Inc.

         Robert Day (an individual who may be deemed to control The TCW Group,
Inc.)

RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):

         (i)  TCW Asset Management Company, a California corporation and an
              Investment Adviser registered under Section 203 of the
              Investment Advisers Act of 1940.

         (ii) TCW Capital, a California general partnership and an
              Investment Adviser registered under Section 203 of the
              Investment Advisers Act of 1940.

Note:    No Common Stock of Spartech  Corp.  is held  directly by The TCW Group,
         Inc.  Other than the indirect holdings of The TCW Group, Inc., no
         Common Stock of Spartech  Corp. is held directly or indirectly by
         Robert Day, an individual who may be deemed to control The TCW Group,
         Inc.

PART B: NON TCW ENTITIES

PARENT HOLDING COMPANY:

         Robert Day (an individual who may be deemed to control the entities
         described below which are not subsidiaries of The TCW Group, Inc.)

RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):

         Oakmont Corporation, a California corporation and an Investment
         Adviser registered under Section 203 of the Investment Advisers Act of
         1940.

                                       A-1


<PAGE>

                                                                  EXHIBIT 99.1

                                   EXHIBIT B
                             JOINT FILING AGREEMENT

         The undersigned acknowledge and agree that the foregoing statement 
on Schedule 13G is filed on behalf of each of the undersigned and that all 
subsequent amendments to this statement on Schedule 13G shall be filed on 
behalf of each of the undersigned without the necessity of filing additional 
joint acquisition statements. The undersigned acknowledge that each shall be 
responsible for the timely filing of such amendments, and for the 
completeness and accuracy of the information concerning him or it contained 
therein, but shall not be responsible for the completeness and accuracy of 
the information concerning the other, except to the extent that he or it 
knows or has reason to believe that such information is accurate.

Dated this 25th day of February, 1999.

                                    The TCW Group, Inc.

                                    By:  /s/ Mohan V. Phansalkar
                                         -------------------------------------
                                         Mohan V. Phansalkar
                                         Authorized Signatory

                                    Robert Day

                                    By:  /s/ Mohan V. Phansalkar
                                         -------------------------------------
                                         Mohan V. Phansalkar
                                         Under Power of Attorney dated January
                                         30, 1996, on File with Schedule 13G
                                         Amendment Number 1 for Matrix Service
                                         Co. dated January 30, 1996.

                                       B-1



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