SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K Filed with the
Securities and Exchange Commission on September 2, 1997.
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) August 22, 1997
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, including area code: (314) 721-4242
SPARTECH CORPORATION
FORM 8-K/A
AMENDMENT NO. 1
On August 22, 1997, Spartech Corporation (the "Company") completed
the acquisition of the net assets of the Preferred Plastic Sheet
Division of Preferred Technical Group, Inc., a wholly-owned business
unit of Echlin Inc. ("Preferred"), as reported in the Company's Form 8-K
filed on September 2, 1997. This amendment to Form 8-K is submitted to
file certain financial statements and pro forma financial statements
related to the Preferred acquisition.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Preferred Plastic Sheet Division audited balance sheet as
of August 22, 1997, and the related consolidated statements of
operations, equity and cash flows for the period from September 1, 1996 through
August 22, 1997.
(b) Pro Forma Financial Information.
Spartech Corporation pro forma combined condensed balance sheet
as of August 2, 1997 and pro forma combined condensed
statements of operations for the fiscal year ended November 2,
1996 and nine months ended August 2, 1997.
(c) Exhibits.
23--Consent of Price Waterhouse LLP, independent accountants
2
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 By /s/ Randy C. Martin
Randy C. Martin
Vice President-Finance and
Chief Financial Officer
3
Item 7(a). Financial Statements of Business Acquired
Preferred Plastic Sheet
Division of Preferred Technical Group, Inc.
(A wholly-owned business unit of Echlin Inc.)
Financial Statements
August 22, 199
Report of Independent Accountants
October 9, 1997
To the Board of Directors of
Echlin Inc.
In our opinion, the accompanying combined balance sheet and the
related combined statements of income and of cash flows present
fairly, in all material respects, the financial position of the
Preferred Plastic Sheet Division of Preferred Technical Group, Inc.
(a wholly-owned business unit of Echlin Inc.) at August 22, 1997 and
the results of its operations and its cash flows for the period from
September 1, 1996 through August 22, 1997, in conformity with
generally accepted accounting principles. These financial statements
are the responsibility of the management of Echlin Inc.; our
responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
PRICE WATERHOUSE LLP
Detroit, Michigan
Combined Balance Sheet
(Dollar amounts in thousands)
August 22, 1997
Assets
Current assets
Accounts receivable, net of allowances of $181 $ 10,356
Inventories (Note 4) 4,666
Other current assets 284
Deferred income taxes (Note 6) 201
Total current assets 15,507
Property, plant and equipment, net (Note 5) 11,389
Goodwill, net (Note 2) 19,898
Total assets $ 46,794
Liabilities and Parent Company Investment
Current liabilities
Accounts payable-trade $ 4,482
Accrued expenses 362
Total current liabilities 4,844
Deferred income taxes (Note 6) 1,978
Total liabilities 6,822
Parent Company Investment 39,972
Commitments and contingencies (Note 8)
Total liabilities and Parent Company Investment $ 46,794
See accompanying notes to combined financial statements
Combined Statement of Income
(Dollar amounts in thousands)
For the Period From September 1, 1996 Through August 22, 1997
Sales $ 75,898
Costs and expenses:
Cost of goods sold 65,338
Selling, general and administrative expenses 3,205
Corporate services 1,957
Goodwill amortization 533
Other expenses 291
Income before provision for income taxes 4,574
Provision for income taxes 2,006
Net income $ 2,568
See accompanying notes to combined financial statements.
Combined Statement of Cash Flows
(Dollar amounts in thousands)
For the Period From September 1, 1996 Through August 22, 1997
Cash flows from operating activities
Net income $ 2,568
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation 1,429
Amortization 533
Deferred income taxes 494
Changes in assets and liabilities
Accounts receivable, net 256
Inventories (599)
Accounts payable - trade (1,329)
Other assets (111)
Accrued expenses and other liabilities (299)
Net cash provided by operating activities 2,942
Cash flows from investing activities
Additions to property, plant and equipment (650)
Net cash used for investing activities (650)
Cash flows from financing activities
Change in Parent company investment (2,292)
Net cash flows from financing activities (2,292)
Net change in cash and cash equivalents -
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period $ -
See accompanying notes to combined financial statements.
Notes to Combined Financial Statements
1. Basis of Presentation and Organization
Pursuant to an Asset Purchase and Sale Agreement dated as of July 28, 1997
("Agreement"), between Preferred Technical Group, Inc. ("PTG"), Echlin
Inc. ("Echlin"), and Spartech Corporation ("Spartech"), Spartech agreed to
purchase substantially all assets and assume substantially all liabilities
of the Preferred Plastic Sheet Division ("Division") of PTG, effective
August 22, 1997. The Division manufactures, markets and distributes
customized, extruded plastic sheet and roll stock which is used in the
automotive, building and construction and recreational product industries.
Throughout the period covered by the financial statements, the Division
was conducted and accounted for as an operating division of Echlin and
PTG. Historically, separate financial statements were not prepared for
the Division. These financial statements were prepared to comply with the
rules and regulations of the Securities and Exchange Commission. These
combined financial statements were derived from the historical accounting
records of the Division, and do not reflect the impact of the transaction
discussed above.
The Combined Statement of Income includes all revenues and costs
attributable to the Division, including allocation of costs for
facilities, functions and services used by the Division, and costs for
certain functions and services performed by centralized PTG and Echlin
organizations either directly or indirectly for the Division. All of the
allocations and estimates in the financial statements are based on
assumptions that Echlin management believes are reasonable under the
circumstances. However, these allocations are not necessarily indicative
of the costs that would have resulted if the Division had been operated as
a separate entity.
2. Summary of Significant Accounting Policies
Basis of combination
The combined financial statements include the accounts of the Division.
All material transactions among the facilities within the Division have
been eliminated. Operations have been conducted at separate facilities
for the Division in Greenville, Ohio; Taylorville, Illinois; McPherson,
Kansas and Greensboro, Georgia. Sales from the Division to other Echlin
entities are not significant.
Revenue recognition
Revenue is recognized upon shipment of the product to the customer.
Inventories
Inventories are valued at the lower of cost or market with cost being
determined on the first-in, first-out (FIFO) basis. Included in inventory are
direct material, direct labor and allocation of certain manufacturing overhead
costs.
2. Summary of Significant Accounting Policies (continued)
Property, plant and equipment
Property, plant and equipment are stated at cost. At the time property,
plant and equipment are sold or otherwise disposed of, the accounts are
relieved of the cost of the assets and the related accumulated
depreciation, and any resulting profit or loss is credited or charged to
income. Depreciation is computed principally on the straight-line method
over the following estimated useful lives:
Buildings and improvements 20-40
Machinery, tooling and equipment 3-10
Furniture and fixtures 10
Depreciation expense approximated $1,429 for the period from September 1,
1996 through August 22, 1997.
Goodwill
Goodwill, net of $1,397 of amortization as of August 22, 1997, represents
the excess of cost over the value of net tangible assets acquired in
business combinations and is being amortized using the straight-line
method over 40 years. Amortization expense was approximately $533 for the
period from September 1, 1996 to August 22, 1997.
Impairment of long-lived assets
The Division reviews long-lived assets, including goodwill, for impairment
whenever circumstances indicate that the carrying amount of the asset may
not be recoverable, and recognizes an impairment loss when the future cash
flows expected to be generated by the asset are less than the carrying
amount of the asset. Management believes no such impairment exists at
August 22, 1997.
Income taxes
The taxable income or loss of the various units comprising the Division
were included in the consolidated Echlin tax return. As such, separate
income tax returns were not prepared or filed for the Division. Income
tax expense and other tax related information in these combined financial
statements has been calculated substantially as if the Division were a
separate entity. The calculation of tax provisions and deferred taxes
necessarily required certain assumptions, allocations and estimates which
management believes are reasonable to accurately reflect tax reporting for
the Division as a stand-alone entity.
Deferred taxes are provided to give recognition to the effect of expected
future tax consequences of temporary differences between the carrying
amounts for financial reporting purposes and the tax basis of assets and
liabilities. Current tax liabilities are considered settled through the
Parent Company Investment account.
2. Summary of Significant Accounting Policies (continued)
Financial instruments
The carrying amount of the Divisions' financial instruments, which include
accounts receivable and accounts payable, approximates their fair market value
at August 22, 1997.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. Related Party Transactions
Corporate services
The combined financial statements include significant transactions with other
PTG and Echlin organizations involving functions and services that were provided
to the Division. These services include information systems support, certain
centralized accounting and auditing functions, legal services, human resources,
benefits administration, quality control, executive office and facilities. The
costs of these functions and services allocated to the Division approximated
$1,957 for the period from September 1, 1996 through August 22, 1997. Such
costs are considered settled through the Parent Company Investment account.
In addition to the services described above, the Division participates in
Echlin developed and administered insurance and employee benefit programs,
including group medical, general and product liability and other standard
liability coverage. Costs allocated to the Division relating to these programs
for the period from September 1, 1996 through August 22, 1997 approximated
$1,232. Such costs are considered settled through the Parent Company Investment
account.
Allocations and charges for the programs described above have been made based on
historical or anticipated experience for the Division or based on percentages of
total costs for the services provided using methods that Echlin management
believes are reasonable. Such charges and allocations are not necessarily
indicative of the costs that would have been incurred if the Division had been a
separate entity.
3. Related Party Transactions (continued)
Cash management
The Division participates in Echlin's centralized cash management program
with respect to intercompany sales and accounts receivable, accounts
payable and payroll/employee benefits. Under this program, accounts
receivable are collected and cash is invested centrally. Additionally,
disbursements are funded centrally. As a result, the Division does not
hold any cash or cash equivalents. The cash activities of the operations
of the Division are reflected in the Parent Company Investment balance.
Historically, the intercompany receivables and payables have been
considered settled in the normal course of business and are not interest
bearing. The net cumulative, interdivisional balances are included in the
combined balance sheet as part of Parent Company Investment. For the
period ended August 22, 1997, a reconciliation of the Parent Company
Investment account activity, which includes corporate service assessments
as described above, is as follows:
Balance, September 1, 1996 $ 39,696
Net income 2,568
Net intercompany transactions (2,292)
Balance, August 22, 1997 $ 39,972
4. Inventories
August 22, 1997
Raw materials $ 4,107
Finished goods 559
$ 4,666
5. Property, Plant and Equipment
August 22, 1997
Land $ 197
Buildings and improvements 3,517
Machinery and equipment 13,214
Furniture and fixtures 143
17,071
Less - accumulated depreciation (5,682)
$ 11,389
6. Income Taxes
The provision for income taxes comprises the following:
Period ended
August 22, 1997
Current tax expense
U.S. federal $ 1,157
U.S. state 355
1,512
Deferred tax expense
U.S. federal 494
Provision for income taxes $ 2,006
A reconciliation of income taxes determined using the U.S. federal
statutory rate of 35% to actual income taxes provided is as follows:
Period ended
August 22, 1997
Income before provision for income taxes $ 4,574
Taxes at U.S. federal statutory rate $ 1,601
Non-deductible items 199
State income taxes, net of federal benefit 206
$ 2,006
Deferred tax assets (liabilities) are comprised of the following:
August 22, 1997
Inventory valuation $ 33
Depreciation (1,978)
Other 168
$ (1,777)
7. Employee Benefits
Echlin sponsors various retirement arrangements, including defined benefit
pension plans covering substantially all hourly employees, and defined
contribution 401(k) plans for substantially all salaried employees of the
Division. Defined plan benefits are generally formula based with
recognition of years of service and compensation levels. Defined
contribution benefits are determined based on employee contribution
levels. For purposes of the combined financial statements, the Division
is considered to be a participant in multiemployer plans. As such, net
pension and 401(k) expenses, as allocated by Echlin, have been recognized
by the Division. Each of pension and 401(k) costs approximated $44 for
the period from September 1, 1996 through August 22, 1997 and are
considered settled as accrued through the Parent Company Investment
account. In accordance with the terms of the Agreement, Spartech will not
assume obligations with respect to Echlin pension or 401(k) plans.
8. Commitments and Contingencies
General
From time to time, the Division is involved in various claims and lawsuits
incidental to its business. In the opinion of management, resolution of
these matters will not have a material adverse effect on the Division's
financial position, results of operations or cash flows.
Leases
The Company leases certain production and office equipment under operating
leases. Total rental expense incurred for these leases during the current
fiscal period ending August 22, 1997 approximated $589. Minimum future
rental commitments under the operating leases are payable as follows:
Fiscal years ending:
1998 $ 609
1999 364
2000 210
2001 188
2002 and thereafter 239
$ 1,610
Item 7(b). Pro Forma Financial Information
SPARTECH CORPORATION
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
On August 22, 1997, Spartech Corporation (the "Company") completed the
acquisition of the net assets of the Preferred Plastic Sheet Division of
Preferred Technical Group, Inc., a wholly-owned business unit of Echlin Inc.
("Preferred"), as reported in the Company's Form 8-K filed on September 2,
1997. The aggregate cash purchase price was $65.1 million, subject to
adjustments as provided in the Asset Purchase Agreement dated July 28, 1997.
The acquisition was primarily financed by a $60 million private placement of
debt at a fixed interest rate of 7.0%.
The accompanying unaudited pro forma combined condensed financial
statements present the condensed historical financial statements of the Company
and Preferred, pro forma adjustments, and the pro forma results under the
purchase method of accounting. The historical financial information of the
Company was prepared from audited and unaudited financial statements previously
filed with the Commission. The historical financial information for Preferred
included in the unaudited pro forma combined condensed financial statements for
the year ended November 2, 1996 was prepared from the audited financial
statements included in this filing and represents the period from September 1,
1996 through August 22, 1997. The historical financial information for
Preferred included in the unaudited pro forma combined condensed financial
statements for the nine months ended August 2, 1997 was prepared from unaudited
information from the books and records of Preferred and represents the period
from December 1, 1996 through August 22, 1997. These periods approximate
results for Preferred for the respective 12 months and 9 months presented in
the unaudited pro forma combined condensed financial statements.
The unaudited pro forma combined condensed balance sheet as of August 2,
1997 gives effect to the acquisition of Preferred and the related financing as
if the transactions occurred on August 2, 1997. The pro forma combined
condensed statement of operations for the fiscal year ended November 2, 1996
gives effect to the 1996 acquisitions of Portage and Hamelin and the pro forma
combined condensed statement of operations for nine months ended August 2, 1997
gives effect to the 1997 Preferred acquisition as if each occurred at the
beginning of the periods being presented.
The pro forma financial information should be read in conjunction with
the historical financial statements of the Company included in its Annual
Report on Form 10-K for the year ended November 2, 1996 and the historical
financial statements of Preferred included elsewhere herein. The pro forma
information may not be indicative of the future financial position or financial
position that would have been reported had the transactions been completed as
of August 2, 1997 and is not necessarily indicative of future earnings or
earnings that would have been reported for the periods presented had the
transactions been completed at the beginning of such periods. Further, the pro
forma consolidated statement of operations for the nine months ended August 2,
1997 should not necessarily be taken as an indication of earnings for a full
year
SPARTECH CORPORATION
PRO FORMA COMBINED CONDENSED BALANCE SHEET
AUGUST 2, 1997
(Unaudited and dollars in thousands, except per share amounts)
Preferred
Spartech Plastic Sheet
Corporation Division Pro Forma Pro Forma
(Historical) (Historical) Adjustments(a) Combined
ASSETS
Current Assets
Cash $ 3,930 $ - $ - $ 3,930
Receivables, net 63,309 10,356 - 73,665
Inventories 53,695 4,666 (586) (a) 57,775
Prepayments and other 2,300 485 1,277 (b) 4,062
Total current assets 123,234 15,507 691 139,432
Property, plant & equipment 153,589 17,071 127 (a)170,787
Accumulated depreciation (41,934) (5,682) 5,682 (a)(41,934)
Property, plant & equipment, net 111,655 11,389 5,809 128,853
Goodwill 45,007 19,898 19,301 (a) 84,206
Other assets 3,913 - 1,450 (c) 5,363
$ 283,809 $ 46,794 $ 27,251 $ 357,854
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 975 $ - $ - $ 975
Accounts payable 39,009 4,482 - 43,491
Accrued liabilities 21,321 362 3,677 (d) 25,360
Total current liabilities 61,305 4,844 3,677 69,826
Long-term debt, less current
maturities 92,936 - 65,524 (e) 158,460
Other liabilities 5,635 1,978 (1,978) (b) 5,635
Total long-term liabilities 98,571 1,978 63,546 164,095
Shareholders' Equity
Common stock, 26,619,154 shares issued 19,964 - - 19,964
Contributed capital 89,004 - - 89,004
Retained earnings 17,628 - - 17,628
Parent company investment - 39,972 (39,972) -
Other equity (2,663) - - (2,663)
Total shareholders' equity 123,933 39,972 (39,972) 123,933
$ 283,809 $46,794 $ 27,251 $ 357,854
The accompanying notes are an integral part of the pro forma combined condensed
financial statement.
SPARTECH CORPORATION
PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED NOVEMBER 2, 1996
(Unaudited and in thousands, except per share amounts)
Preferred
Previous Plastic
Spartech Acquis- Spartech Sheet
Corp. itions Corp. Division Pro Pro
As Portage & As Histor- Forma Forma
Reported Hamelin(f) Adjusted ical Adjust. Combined
Net Sales $ 391,348 $ 90,160 $ 481,508 $ 75,898 $ - $ 557,406
Costs and Expenses
Cost of sales 330,776 72,414 403,190 65,338 (920) (g)467,608
Selling
and administrative 25,184 7,030 32,214 5,453 (1,957) (h)35,708
Amortization
of intangibles 896 428 1,324 533 456 (i)2,313
Operating earnings 34,492 10,288 44,780 4,574 2,421 51,775
Interest 5,062 2,797 7,859 - 4,659 (j)12,518
Earnings before
income taxes 29,430 7,491 36,921 4,574 (2,238) 39,257
Income taxes 11,113 2,847 13,960 2,006 (1,095) (k)14,871
Net earnings $ 18,317 $ 4,644 $ 22,961 $ 2,568 (1,143) $ 24,386
Net earnings per common share:
Primary $ .74 $ .83 $ .88
Fully diluted $ .73 $ .83 $ .88
Weighted average shares
outstanding
Primary 24,872 2,696 27,568 27,568
Fully diluted 25,115 2,696 27,811 27,811
<FN>
The accompanying notes are an integral part of the pro forma combined condensed
financial statements.
SPARTECH CORPORATION
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED AUGUST 2, 1997
(Unaudited and in thousands, except per share amounts)
Preferred
Spartech Plastic Sheet
Corporation Division Pro Forma Pro Forma
(Historical) (Historical) Adjustments Combined
Net Sales $ 366,372 $ 55,873 $ - $ 422,245
Costs and Expenses
Cost of sales 306,671 48,186 (845) (g) 354,012
Selling
and administrative 22,327 3,969 (1,560) (h) 24,736
Amortization of
intangibles 983 396 342 (i) 1,721
Operating earnings 36,391 3,322 2,063 41,776
Interest 5,774 - 3,487 (j) 9,261
Earnings before
income taxes 30,617 3,322 (1,424) 32,515
Income taxes 11,732 1,349 (609) (k) 12,472
Net earnings $ 18,885 $ 1,973 $ (815) $ 20,043
Net earnings per common share:
Primary $ .68 $ .72
Fully diluted $ .68 $ .72
Weighted average shares
outstanding:
Primary 27,822 27,822
Fully diluted 27,972 27,972
<FN>
The accompanying notes are an integral part of the pro forma combined condensed
financial statement.
SPARTECH CORPORATION
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands)
(a) Represents adjustments to record the acquired assets of Preferred
at their preliminary assigned values reflecting their estimated
fair market values or net realizable values and the allocation of
the excess purchase price over the fair market values as goodwill
in accordance with the purchase method of accounting. The
estimated values and allocations are subject to revision due to:
final purchase price adjustments and refinements after more
detailed analyses and evaluations are completed. The purchase
price for the net assets acquired from Preferred was $65,074 in
cash, including costs of the transaction. The fair value of
assets acquired (including $39,199 of goodwill) and liabilities
assumed (including accounts payable and accrued liabilities) was
$73,517 and $8,443, respectively.
(b) To eliminate the deferred tax assets not acquired ($201) and
liabilities not assumed ($1,978) and record the deferred tax
assets related to the adjustments to accrued liabilities ($1,478).
(c) To record debt issuance costs of $450 to be amortized over 10
years and identifiable intangible assets of $1,000.
(d) Represents accrued liabilities assumed from Echlin Inc. and
adjusted in the purchase price and liabilities recorded for costs
to exit certain activities acquired and terminate or relocate
individuals of the acquired company.
(e) Represents the borrowings to finance the purchase price and
related costs of the acquisition and financing transactions
consisting of $60,000 in private placement debt and $5,524 drawn
on the Company's existing unsecured credit facility.
(f) The acquisition of Portage Industries Corporation ("Portage") was
effective on May 9, 1996 and the acquisition of Hamelin Group Inc.
was completed on September 27, 1996. These amounts represent the
results of the acquired companies as if they had been acquired at
the beginning of the fiscal year through their respective
acquisition date. Results subsequent to the acquisition dates are
included in the Spartech Corporation As Reported column.
(g) Represents net effect of the reduction in costs of materials
($1,000 for fiscal year 1996 and $900 for the nine months ended
August 2, 1997) related to the effect of Spartech contractual
arrangements and the increase in depreciation expense ($80 for
fiscal year 1996 and $55 for the nine months ended August 2, 1997)
related to the write-up of property, plant and equipment to its
estimated fair value and weighted average lives.
(h) To reverse the allocation of expenses for corporate services that
will not be incurred subsequent to the acquisition ($1,957 for
fiscal year 1996 and $1,560 for the nine months ended August 2,
1997).
SPARTECH CORPORATION
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS-Continued
(Unaudited and dollars in thousands)
(i) Reflects the additional amortization expense resulting from the
goodwill associated with the Preferred acquisition amortized over
a 40 year period.
(j) Represents the interest expense related to the financing of the
acquisition with $60,000 in private placement debt at a fixed
interest rate of 7% plus debt issuance cost amortized over a 10
year period and $5,524 of borrowings under the Company's existing
unsecured credit facility.
(k) Adjusts the tax rate for Preferred Plastic Sheet Division to 39%.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-20437 and 33-61322) and
Form S-3 (No. 333-24527) of Spartech Corporation of our report dated
October 9, 1997 relating to the financial statements of the Preferred
Plastic Sheet Division of Preferred Technical Group, Inc., a wholly-
owned business unit of Echlin Inc., which appears in the Current Report
on Form 8-K/A of Spartech Corporation dated August 22, 1997 and filed on
November 4, 1997.
Price Waterhouse LLP
Detroit, Michigan
November 4, 1997