SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Fiscal year ended: December 31, 1993 Commission file number 1-5222
M. A. HANNA COMPANY
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 34-0232435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 E. NINTH STREET, SUITE 3600, CLEVELAND, OHIO
44114-1860
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code 216-
589-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $1 par value New York Stock Exchange
Chicago Stock Exchange
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past
90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting stock held by
nonaffiliates of the Registrant, computed by reference to the price
at which the stock was sold as of February 18, 1994:
$855,231,228.00.
Common Shares outstanding as of February 18, 1994:
23,756,423.
AMENDMENT NO. 1
This Amendment No. 1 amends and supplements the Annual
Report on Form 10-K for the fiscal year ended December 31, 1993
(the "Annual Report") filed on March 18, 1994, by M. A. Hanna
Company. Unless otherwise indicated, all capitalized terms used
below but not specifically defined herein shall have the same
meaning set forth in the Annual Report.
ITEM 14(a)(3) List of Exhibits
Item 14(a)(3) List of Exhibits - "(ii) Other Exhibits" is hereby
amended by deleting the anticipatory sentence thereunder and
substituting the following in lieu thereof:
(1) Financial statements pursuant to Form 11-K and Rule d-21
for the year ended December 31, 1993 for the M. A. Hanna
Company Capital Accumulation Plan and Trust, filed
herewith.
(2) Financial statements pursuant to Form 11-K and Rule d-21
for the year ended December 31, 1993 for the Polymer
Group Retirement Savings Plan (formerly called the
Capital Accumulation and Savings Plan for Salaried
Employees of Day International Corporation), filed
herewith.
(3) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Allied Color Industries, Inc. Savings and Retirement Plan
for Associates of the Vonore, TN, Kansas City, MO, San
Fernando, CA, and Vancouver, WA, Operations and Trust
(formerly the Avecor, Inc. Savings and Retirement Plan
and Trust, filed herewith.
(4) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for The
Burton Rubber Processing, Incorporated Savings and
Retirement Plan and Trust, filed herewith.
(5) Financial Statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the PMS
Profit Sharing and Retirement Savings Plan and Trust,
filed herewith.
(6) Financial statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Wilson Color Profit Sharing Plan and Trust, filed
herewith.
(7) Financial statements pursuant to Form 11-K and Rule d-21
for the year ended December 31, 1993 for the Allied Color
Industries, Inc. Profit Sharing Plan For Associates Of
Broadview Heights, Oh, Greenville, SC and Phoenix, AZ,
filed herewith.
(8) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the Bruck
Plastics Company Profit Sharing Plan , filed herewith.
(9) Financial statements pursuant to Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Dayton Plastics Profit Sharing Plan and Trust, filed
herewith.
(10) Financial Statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the DH
Compounding Savings and Retirement Plan, filed herewith.
(11) Financial statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Fiberchem, Inc. 401(K) Savings Plan, filed herewith.
(12) Financial statements pursuant for Form 11-K and Rule d-21
for the fiscal year ended December 31, 1993 for the
Texapol Corporation Employees' 401(K) Savings Plan, filed
herewith.
EXHIBIT INDEX
The Index to Exhibits is hereby amended by deleting it in its
entirety and substituting in lieu thereof the attached Index to
Exhibits.
ITEM 14(c) - Exhibits
Item 14(c)(i)(24) is hereby amended by adding and filing as an
addition to Exhibit 14(c)(i)(23) the attached Consent of
Independent Auditors.
Item 14(c)(ii) is hereby amended by adding and filing as Exhibits
(ii)(1) through (ii)(12) the above listed financial statements for
the year ended December 31, 1993.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant had duly caused this amendment to be signed on
its behalf by the undersigned, thereto duly authorized.
M. A. HANNA COMPANY
(Registrant)
Dated: June 27, 1994 By: /s/ John S. Pyke, Jr.
John S. Pyke, Jr.
Vice President, General Counsel
and Secretary
ITEM 14 (c)
EXHIBIT INDEX
Sequential Page No.
(i) Exhibits filed pursuant to Regulation S-K (Item 601):
(3) Articles of Incorporation and By-laws.
(a) Registrant's Articles of
Incorporation (as restated as
of November 13, 1989, and
currently in effect), filed as
Exhibit 3(b) to Registrant's
Annual Report on Form 10-K for
the fiscal year ended
December 31, 1989, and
incorporated herein by this
reference.
(b) Registrant's By-laws (as
amended and restated as of
March 2, 1988, and currently in
effect), filed as Exhibit 3(d)
to Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1987
and incorporated herein by this
reference.
(4) Instruments Defining the Rights of Security Holders:
(a) Rights Agreement, dated
December 4, 1991, between the
Registrant and Ameritrust
Company National Association,
filed as Exhibit 4.1 to
Registrant's Form 8-K dated
December 4, 1991, and
incorporated herein by this
reference.
(b) Credit Agreement, dated
September 15, 1989 between the
Registrant, Citibank, N.A. and
the other banks signatory
thereto, a copy of which will
be provided to the Commission
upon request.
(c) Indenture dated September 15,
1991 between the Registrant and
Ameritrust Company, National
Association, Trustee relating
to Registrant's $100,000,000
aggregate principal amount of
9% Senior Notes due 1998 and
$150,000 aggregate principal
amount of 9 3/8% Senior notes
due 2003, filed as Exhibit 4 to
the Registrant's Form S-3 filed
on September 18, 1991, and
incorporated herein by this
reference.
(d) Indenture dated September 26,
1991 between the Registrant and
Ameritrust Texas, National
Association, Trustee, relating
to Registrant's $50,000,000
aggregate principal amount of
9% Notes due 1998, filed as
Exhibit 4 to the Registrant's
Form S-3 filed on October 24,
1991, and incorporated herein
by this reference.
(e) Associates Ownership Trust
Agreement dated September 12,
1991, between Registrant and
Wachovia Bank of North
Carolina, filed as Exhibit 28.3
to Registrant's Current Report
on Form 8-K dated September 12,
1991, and incorporated herein
by this reference.
(10) Material Contracts:
*(a) The Restated 1979 Executive
Incentive Compensation Plan of
the Registrant, filed as
Exhibit 5 to the Form S-8
Registration Statement No. 2-
70755 filed with the Commission
on February 19, 1981 and
incorporated herein by this
reference, and amendment to the
Plan, as ratified and approved
by Registrant's stockholders on
October 3, 1983, filed as
Exhibit 10(c) to Registrant's
Form 10-K for the fiscal year
ended December 31, 1983 and
incorporated herein by this
reference. Also amendment to
the Plan as approved by
Registrant's stockholders on
May 1, 1985, filed as Exhibit
10(c) to Registrant's Form 10-K
for the fiscal year ended
December 31, 1985 and
incorporated herein by this
reference.
*(b) Forms of 1985 Stock Option
Agreement, 1985 Grant of
Appreciation Rights and 1985
Grant of Performance Rights
under the 1979 Executive
Incentive Compensation Plan,
filed as Exhibit 10(g) to
Registrant's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein by
this reference.
*(c) Forms of 1987 Stock Option
Agreement, 1987 Grant of
Appreciation Rights and 1987
Grant of Performance Rights
under the 1979 Executive
Incentive Compensation Plan,
filed as Exhibit 10(e) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1986, and
incorporated herein by this
reference.
*(d) 1988 Long-Term Incentive Plan,
and forms of Grants of Stock
Options, Grants of Appreciation
Rights and Grants of Long-Term
Incentive Units thereunder,
filed as Exhibit 10(e) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1988, and
incorporated herein by this
reference. Also forms of 1989
Stock Option Agreement, 1989
Grant of Appreciation Rights
and 1989 Grant of Long-Term
Incentive Units, filed as
Exhibit 10(e) to Registrant's
Annual Report on Form 10-K for
the fiscal year ended
December 31, 1989 and
incorporated herein by this
reference. Also 1990 Amendment
to the Plan, filed as
Exhibit 10(e) to Registrant's
Form 10-K for the fiscal year
ended December 31, 1990 and
incorporated herein by this
reference and forms of 1990
Stock Option Agreement, 1990
Grant of Appreciation Rights
and 1990 Grant of Long-Term
Incentive Units, filed as
Exhibit 10(e) to Registrant's
Form 10-K for the fiscal year
ended December 31, 1990 and
incorporated herein by this
reference. Also 1991 Amendment
to the Plan, and forms of 1991
Stock Option Agreement, 1991
Grant of Appreciation Rights,
1991 Grant of Long Term
Incentive Units, and 1991 Stock
Option Agreement with non-
employee directors of
Registration, filed as Exhibit
10(f) to Registrant's Form 10-K
for the fiscal year ended
December 31, 1991, and
incorporated herein by this
reference. Also forms of 1992
Stock Option Agreement and 1992
Grant of Long Term Incentive
Units, filed as Exhibit 10(e)
to Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1992,
and incorporated herein by this
reference.
*(e) Form of Supplemental Deferred
Compensation agreement in which
any of the five most highly
compensated executive officers
of the Registrant participates,
refiled herewith. -------
*(f) Form of Supplemental Death
Benefits agreement in which any
of the five most highly
compensated executive officers
of the Registrant participates,
refiled herewith. -------
*(g) Form of Employment Agreement
dated as of February 17, 1989
between Registrant and certain
of Registrant's executive
officers filed as Exhibit 10(h)
to Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31, 1988
and incorporated herein by this
reference. Also (i) Employment
Agreement dated August 6, 1986,
as amended March 5, 1987 and
December 1, 1992 between M. D.
Walker and the Registrant,
filed as Exhibit 10(h)(i) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1992, and
incorporated herein by this
reference; (ii) Employment
Agreement dated as of September
27, 1993, between D. R. Schrank
and Registrant, filed as
Exhibit (a) to Registrant's
Quarterly Report on Form 10-Q
for the quarter ended
September 30, 1993, and
incorporated herein by this
reference; and (iii) Employment
Agreement dated March 1, 1993
between D. J. McGregor and
Registrant, filed herewith. -------
*(h) Description of Directors'
compensation and retirement
plan, set forth in the section
captioned "Directors'
Compensation" on pages 12 and
13 of Registrant's definitive
proxy statement dated March 17,
1994, as distributed to
stockholders and filed with the
Commission pursuant to
Regulation 14A, which section
is incorporated herein by this
reference.
*(i) Excess Benefit Plan in which
any of the five most highly
compensated executive officers
of the Registrant participates,
filed as Exhibit 10(j) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1992 and
incorporated herein by this
reference.
*(j) Supplemental Retirement Benefit
Plan in which any of the five
most highly compensated
executive officers of the
Registrant participates, filed
as Exhibit 10 (k) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1992 and
incorporated herein by this
reference.
[*- Identifies management contract
or compensation plans or
arrangements filed pursuant to
Item 601(b)(10)(iii)(A)]
(11) Computation of per share
earnings, filed herewith. -------
(13) Registrant's Annual Report as
distributed to stockholders for
the fiscal year ended December
31, 1993, filed herewith. -------
(21) Subsidiaries of the Registrant,
filed herewith. -------
(23) Consent of Independent
Auditors, filed herewith. -------
(24) Powers of Attorney of certain
Directors of Registrant, filed
herewith. -------
(ii) Other exhibits:
(1) Financial statements pursuant
to Form 11-K and Rule d-21 for
the year ended December 31,
1993 for the M. A. Hanna
Company Capital Accumulation
Plan and Trust, filed
herewith. -------
(2) Financial statements pursuant
to Form 11-K and Rule d-21 for
the year ended December 31,
1993 for the Polymer Group
Retirement Savings Plan
(formerly called the Capital
Accumulation and Savings Plan
for Salaried Employees of Day
International Corporation),
filed herewith. -------
(3) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Allied Color
Industries, Inc. Savings and
Retirement Plan for Associates
of the Vonore, TN, Kansas City,
MO, San Fernando, CA, and
Vancouver, WA, Operations and
Trust (formerly the Avecor,
Inc. Savings and Retirement
Plan and Trust, filed herewith.
-------
(4) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for The Burton Rubber
Processing, Incorporated
Savings and Retirement Plan and
Trust, filed herewith. -------
(5) Financial Statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the PMS Profit
Sharing and Retirement Savings
Plan and Trust, filed
herewith. -------
(6) Financial statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Wilson Color
Profit Sharing Plan and Trust,
filed herewith. -------
(7) Financial statements pursuant
to Form 11-K and Rule d-21 for
the year ended December 31,
1993 for the Allied Color
Industries, Inc., For
Associates Of Broadview
Heights, Oh, Greenville, SC and
Phoenix, AZ, filed herewith. -------
(8) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Bruck Plastics
Company Profit Sharing Plan,
filed herewith. -------
(9) Financial statements pursuant
to Form 11-K and Rule d-21 for
the fiscal year ended
December 31, 1993 for the
Dayton Plastics Profit Sharing
Plan and Trust, filed
herewith. -------
(10) Financial Statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the DH Compounding
Savings and Retirement Plan,
filed herewith. -------
(11) Financial statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Fiberchem,
Inc. 401(K) Savings Plan, filed
herewith. -------
(12) Financial statements pursuant
for Form 11-K and Rule d-21 for
the fiscal year ended December
31, 1993 for the Texapol
Corporation Employees' 401(K)
Savings Plan, filed herewith. -------