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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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A. SCHULMAN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-0514850
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(State of Incorporation (I.R.S. employer
or organization) identification no.)
3550 West Market Street, Akron, Ohio 44333
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(Address of Principal Executive Offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a
check the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None.
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Securities to be registered pursuant to Section 12(g) of the Act:
Special Stock Purchase Rights
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(title of class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
On November 21, 1997, effective May 27, 1997, A. Schulman,
Inc. executed Amendment No. 1 to Rights Agreement ("Amendment No. 1") and
amended the Rights Agreement to appoint First Chicago Trust Company of New York
as successor Rights Agent to KeyBank National Association.
A copy of Amendment No. 1 is attached hereto as Exhibit 1(b)
and is incorporated herein by reference.
ITEM 2. EXHIBITS.
1(a) Rights Agreement, dated as of January 12, 1996, between
the Company and the Rights Agent, which includes as Exhibit B thereto the Form
of Rights Certificate.
1(b) Amendment No. 1 to Rights Agreement, dated November 21,
1997, and effective May 27, 1997, between the Company, KeyBank National
Association and First Chicago Trust Company of New York.
2(a) Restated Certificate of Incorporation dated April 6, 1984
(incorporated by reference to Exhibit 3(a) of the Company's Form 10-K for fiscal
year ended August 31, 1990).
2(b) Certificate of Amendment of Certificate of Incorporation
dated December 12, 1985.
2(c) Certificate of Amendment of Certificate of Incorporation
dated January 9, 1987 (incorporated by reference to Exhibit 3(b) of the
Company's Form 10-K for fiscal year ended August 31, 1994).
2(d) Certificate of Amendment of Certificate of Incorporation
dated December 10, 1987 (incorporated by reference to Exhibit 3(c) of the
Company's Form 10-K for fiscal year ended August 31, 1991).
2(e) Certificate of Amendment of Certificate of Incorporation
dated December 6, 1990 (incorporated by reference to Exhibit 3(d) of the
Company's Form 10-K for fiscal year ended August 31, 1991).
2(f) Certificate of Amendment of Certificate of Incorporation
dated December 9, 1993.
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3(a) By-Laws dated December 8, 1983 (incorporated by reference
to Exhibit 3(c) of the Company's Form 10-K for fiscal year ended August 31,
1990).
3(b) Amendment to the By-Laws dated October 20, 1986
(incorporated by reference to Exhibit 3(f) of the Company's Form 10-K for fiscal
year ended August 31, 1991).
3(c) Amendment to the By-Laws dated January 11, 1996
(incorporated by reference to Exhibit 3.3 of the Company's Current Report on
Form 8-K dated January 15, 1996).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
A. SCHULMAN, INC.
By: /s/Robert A. Stefanko
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Name: Robert A. Stefanko
Title: Chairman of the Board and
Chief Financial Officer
Date: November 21, 1997
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EXHIBIT INDEX
Exhibit Description
1(a) Rights Agreement, dated as of January 12, 1996,
between the Company and the Rights Agent, which
includes as Exhibit B thereto the Form of Rights
Certificate.*
1(b) Amendment No. 1 to Rights Agreement dated November
21, 1997, between the Company, KeyBank National
Association and First Chicago Trust Company of New
York.
2(a) Restated Certificate of Incorporation dated April 6,
1984 (incorporated by reference to Exhibit 3(a) of
the Company's Form 10-K for fiscal year ended August
31, 1990).
2(b) Certificate of Amendment of Certificate of
Incorporation dated December 12, 1985.*
2(c) Certificate of Amendment of Certificate of
Incorporation dated January 9, 1987 (incorporated by
reference to Exhibit 3(b) to the Company's Form 10-K
for fiscal year ended August 31, 1994).
2(d) Certificate of Amendment of Certificate of
Incorporation dated December 10, 1987 (incorporated
by reference to Exhibit 3(c) to the Company's Form
10-K for fiscal year ended August 31, 1991).
2(e) Certificate of Amendment of Certificate of
Incorporation dated December 6, 1990 (incorporated by
reference to Exhibit 3(d) of the Company's Form 10-K
for fiscal year ended August 31, 1991).
2(f) Certificate of Amendment of Certificate of
Incorporation dated December 9, 1993*.
3(a) By-Laws dated December 8, 1983 (incorporated by
reference to Exhibit 3(c) to the Company's Form 10-K
for fiscal year ended August 31, 1990).
3(b) Amendment to the By-Laws dated October 20, 1986
(incorporated by reference to Exhibit 3(f) of the
Company's Form 10-K for fiscal year ended August 31,
1991).
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3(c) Amendment to the By-Laws dated January 11, 1996
(incorporated by reference to Exhibit 3.3 of the
Company's Current Report on Form 8-K dated January
15, 1996).
*Filed on January 16, 1996 with the Company's
Registration Statement on Form 8-A.
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EXHIBIT 1(b)
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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Amendment No. 1 to Rights Agreement, dated as of November 21, 1997
and effective as of May 27, 1997 (the "Amendment"), between A. Schulman, Inc., a
Delaware corporation ("the Company"), KeyBank National Association, a national
banking association ("KeyBank") (as successor by merger to Society National
Bank), and First Chicago Trust Company of New York, a New York corporation
("First Chicago").
WHEREAS, the Company and KeyBank entered into a Rights Agreement, dated
as of January 12, 1996 (the "Rights Agreement"), under which KeyBank was
appointed to serve as the Rights Agent;
WHEREAS, KeyBank desires to be relieved of its duties as Rights Agent
under the Rights Agreement effective as of the close of business on May 27,
1997; and
WHEREAS, the Company desires to appoint First Chicago as successor
Rights Agent under the Rights Agreement effective as of the close of business on
May 27, 1997, and, in that connection, the Company, First Chicago and KeyBank
desire to amend the Rights Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. RESIGNATION OF RIGHTS AGENT. KeyBank hereby resigns as
Rights Agent under the Rights Agreement, effective as of the close of business
on May 27, 1997, and the Company accepts such resignation.
Section 2. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby
appoints First Chicago as successor Rights Agent under the Rights Agreement,
effective as of the close of business on May 27, 1997, and First Chicago hereby
accepts such appointment.
Section 3. AMENDMENT OF RIGHTS AGREEMENT. Effective as of the
appointment of First Chicago as successor Rights Agent, the Rights Agreement
shall be and hereby is amended as follows:
(a) Section 3(c) of the Rights Agreement hereby is amended by
deleting the first sentence of the legend to be placed on certificates as set
forth therein, and replacing it in its entirety with the following:"
"This certificate also evidences and entitles the
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holder hereof to certain Rights as set forth in the
Rights Agreement dated as of January 12, 1996 (as
amended from time to time, the "Rights Agreement"), the
terms of which are hereby incorporated herein by
reference and a copy of which is on file at the
principal offices of A. Schulman, Inc."
(b) Section 21 of the Rights Agreement hereby is amended by
deleting the number "$100,000,000" in the nineteenth to last line of Section 21
of the Rights Agreement and replacing it with "$50,000,000".
(c) Section 25 of the Rights Agreement hereby is amended
deleting the following address for notice or demand to be given to the Rights
Agent.
"Society National Bank
127 Public Square, 15th Floor
Cleveland, Ohio 44114
Attention: Carolyn Byrne"
and substituting in lieu thereof the following:
"First Chicago Trust Company of New York
525 Washington Boulevard
Mall Suite 4660
Jersey City, New Jersey 07303-2533
Attention: Tenders & Exchanges Administration"
(d) All references in the Rights Agreement to "Society
National Bank" as Rights Agent shall for all purposes be deemed to refer instead
to "First Chicago Trust Company of New York."
Section 4. RIGHTS AGREEMENT AS AMENDED. The term "Agreement" as used in
the Rights Agreement shall be deemed to refer to the Rights Agreement as amended
hereby. This Amendment shall be effective as of May 27, 1997 and, except as set
forth herein, the Rights Agreement shall remain in full force and effect and
otherwise shall be unaffected hereby.
Section 5. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be herewith affixed and
attested, as of the day and year first above written.
Attest: A. SCHULMAN, INC.
/s/ B.R. Colbow By:/s/Robert A. Stefanko
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Name: B.R. Colbow Name: Robert A. Stefanko
Title: Treasurer Title: Executive Vice
President
Attest: KEYBANK NATIONAL ASSOCIATION
/s/ Marianne Meil By: /s/Frank J. Jancar
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Name: Marianne Meil Name: Frank J. Jancar
Title: Vice President Title: Vice President
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ Maurice Lynch By: /s/ James Kuzmich
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Name: Maurice Lynch Name: James Kuzmich
Title: Assistant Vice President Title: Assistant Vice President
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