SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of
/ / Definitive Proxy Statement the Commission Only (as
/X/ Definitive Additional Materials permitted by
/ / Soliciting Material Pursuant to Rule 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
TRIPLE S PLASTICS, INC.
(Name of Registrant as Specified in its Charter)
____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of filing fee (check the appropriate box):
/X/ No fee required.
/ / 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 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
EXPLANATORY NOTE
This filing amends the filing made on October 24, 2000 to include a
legend at the end of this filing relating to information to be filed
by Triple S Plastics, Inc. and Eimo Oyj with the Securities and
Exchange Commission and to identify the participants in the
solicitation made hereby.
2
* * * PRESS RELEASE * * *
TRIPLE S PLASTICS, INC. [Logo]
7950 Moorsbridge Road
Suite 200
Portage, MI 49024
Ph: (616) 327-3417
Fax: (616) 327-2621
FOR IMMEDIATE RELEASE
CONTACT: Catherine Taylor
Treatment and Chief Accounting Officer
Triple S Plastics, Inc.
(616) 649-5014
TRIPLE S PLASTICS, INC. REPORTS SECOND QUARTER RESULTS
------------------------------------------------------
PORTAGE, Michigan, October 23, 2000 -- Triple S Plastics, Inc.
(NASDAQ:TSSS) reported today that its net sales were $39,713,000 for
the second quarter ended September 30, 2000, representing a 68%
increase from sales of $23,709,000 for the second quarter last year.
The Company reported net income of $2,711,000 or $.72 per share ($.59
diluted), compared to net income of $973,000 or $26 per share ($.24
diluted) last year, an increase of 179%.
The sales increase reflects strong shipments to the
Telecommunications market, a market which comprised 76% of net sales
for the second quarter this year, and 74% for the six months ended
September 30, 2000. A summary of operating results for the quarter
and six months follows:
3
COMPARATIVE OPERATING RESULTS
TRIPLE S PLASTICS, INC.
<TABLE>
<CAPTION>
Quarter Ended September 30
------------------------------
2000 1999
---- ----
<S> <C> <C> <C>
Net Sales $39,713,000 $23,709,000
Net Income $ 2,711,000 $ 973,000
Weighted Average Shares Outstanding 3,768,000 3,753,000
Weighted Average Shares Outstanding -- diluted 4,564,000 4,057,000
Earnings Per Shares
Basic $ .72 $ .26
Diluted $ .59 $ .24
Six Months Ended September 30
-------------------------------
2000 1999
---- ----
Net Sales $71,851,000 $42,955,000
Net Income $ 4,922,000 352,000 (A)
Weighted Average Shares Outstanding 3,764,000 3,752,000
Weighted Average Shares Outstanding -- diluted 4 ,514,000 3,952,000
Earnings Per Share
Basic $ 1.31 $ .09
Diluted $ 1.09 $ .09
</TABLE>
(A) Includes an unusual net charge of $840,000 for plant closing
costs.
During August, Dynacept Corporation, our rapid prototyping
business, completed the move to an expanded 25,000-sq. ft. facility in
Brewster, New York and the business has broadened their service
capabilities to include custom injection molding. Also in August, we
announced the formation of Triple S Cosmosplast da Amazonia, Ltda., a
70% joint venture with Cosmosplast Indudstria e Comerico de Plastics
Ltda. to serve the growing telecommunications and other high growth
technology companies in Brazil and other South American countries.
In commenting on the results for the Second Quarter, Chris
Schauer, CEO, stated "These operating results underscore the
fundamentals for our merger with Eimo. As a global company, we will
continue to tap the growth and profit potential of our targeted
markets."
On July 14, 2000 the Company and Eimo Oyj of Finland announced
that they had entered into a formal merger agreement to create a
global manufacturing company focused on serving the mobile
4
communications industry and other high growth industries. Following
are excerpts from the press release announcing the merger:
"The merger unites Eimo's expertise in automation
technologies, in-mold decorating and advanced finishing with
Triple S' expertise in state-of-the-art injection molding and
manufacturing efficiencies. Both companies have a history of
bringing highly technical capabilities and solutions to their
respective client bases."
"Among the many expected benefits of the merger are
opportunities for the combined company to offer more extensive
global service to existing customers, to combine respective
advanced R & D technologies and skills and to share resources
such as tool and automation manufacturing, which are expected to
offer substantial revenue synergies to the business."
"The combined company will be among the world leaders in
supplying mobile communications manufacturers with plastic parts
and related services. With combined revenue and operating income
of EUR 178 million (USD 169 million) and EUR 24 million (USD 23
million) respectively for the latest fiscal year, the company
will be well placed to supply the world's largest mobile
communications equipment manufacturers. The combined company
will employ approximately 1,500 people at plants in North America
and Europe, serving leading global telecommunications clients
including Alcatel, Elcoteq, Ericsson, Flextronics, Lucent,
Motorola, NEC, Nokia, Philips and Siemens."
"The acquisition is subject to approval by the stockholders
of Triple S and Eimo and certain government entities and
agencies. The agreement will be presented for approval at
shareholders' meetings of both companies with closing currently
anticipated to occur before the end of the year. The merger is
intended to be tax free to the shareholders of Triple S and is
intended to be accounted for as a pooling-of- interests under
Finnish GAAP."
Certain matters discussed in this release constitute forward-looking
statements which are necessarily subject to certain risks and
uncertainties, and they may change in a material way based upon
various market, industry and other important factors. From time to
time, the Company identifies factors in its Form 10-K filed with the
Securities and Exchange Commission and its other interim reports that
may influence future results, and the Company recommends that
investors consult those reports. The Company cautions investors that
actual results may differ materially from the forward-looking
statements contained in this release.
This information was furnished on behalf of Triple S Plastics, Inc.
and its board of directors. Investors are urged to read the
5
information to be filed with the United States Securities and Exchange
Commission in connection with the merger, including the proxy material
to be sent to the holders of common stock of Triple S to solicit their
approval of the Merger Agreement and the transactions contemplated
thereby and the registration statement to be filed by Eimo on Form F-4
with respect to ordinary shares of Eimo to be issued in connection
with the transaction, each of which will include a copy of the Merger
Agreement as an exhibit. Such documents, when filed, will be
available free of charge from the SEC website at www.sec.gov.
6
<PAGE>
