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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):FEBRUARY 4, 1999
MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OHIO 001-08524 34-0778636
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification number)
1293 S. MAIN STREET AKRON, OHIO 44301 (330) 253-5592
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)
Correspondence to:
KEVIN C. O'NEIL
BROUSE MCDOWELL
500 First National Tower
Akron, Ohio 44308-1471
(330) 434-5207
KONeil@Brouse.Com
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
A. ACQUISITION OF THE MATERIAL HANDLING DIVISION OF SOMMER ALLIBERT S.A.
On December 3, 1998, Sommer Allibert S.A. ("Sommer Allibert"), a French
corporation, and Myers Industries, Inc., an Ohio corporation ("Myers" or the
"Company"), entered into an agreement whereby Myers agreed to acquire the
plastic material handling of division of Sommer Allibert, with facilities
throughout Europe and in North America. The acquisition included all of the
interests in Allibert-Contico, LLC, a Missouri limited liability company with
facilities primarily in Springfield, Missouri, part of which are being acquired
pursuant to an agreement with Contico International, Inc. On February 4, 1998,
Myers closed the transactions, following the expiration of the necessary waiting
period for regulatory approval and the satisfaction of other conditions of
closing.
The combined purchase price was approximately $200.0 million including
assumed debt. The acquisition is not expected to have a material effect on
Myers'1999 earnings, and is expected to be accretive thereafter. The acquisition
was financed through a new $250.0 million multi-currency credit facility.
On December 3, 1998, and February 4, 1999, Myers issued a press releases
announcing the acquisition and the closing, a copy of both are included as
Exhibit 99(a) and 99(b) hereto and incorporated by reference herein.
The preceding description of the agreements are qualified in their
entirety by reference to the copies of the agreements included as Exhibits 10(a)
through 10(e) hereto, and which are incorporated by reference herein.
B. NEW CREDIT FACILITY WITH NBD BANK, N.A.
On February 3, 1999 Myers entered into a new $250.0 million
multi-currency credit facility with NBD Bank, N.A., on behalf of itself and as
agent for a syndicate of other lenders. Funds under the multi-currency credit
facility are available for acquisitions, working capital and general corporate
purposes. On February 3, 1999, the Company borrowed approximately $200.0 million
in various currencies to fund the acquisition of the material handling division
of Sommer Allibert S.A., including the assumption and repayment of debt
associated with the acquisition.
Each significant domestic subsidiary of the Company has guaranteed all
obligations of the Company under the new multi-currency credit facility. In
addition, these obligations are to be secured by a pledge of 65% the capital
stock of certain of the foreign subsidiaries which are borrowers under the
facility. The obligations of the Company under the new multi-currency credit
facility rank senior to substantially all other indebtedness of the Company.
The multi-currency credit facility contains certain customary reporting
covenants and other customary affirmative and negative covenants. The credit
facility also contains customary events of default.
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On February 3, 1999, Myers issued a press release announcing the new
multi-currency credit facility which is attached as Exhibit 99(c) hereto and
incorporated by reference herein.
The preceding description of the new multi-currency credit facility is
qualified in its entirety by reference to the copy of the Loan Agreement dated
as of February 3, 1999 between Myers Industries, Inc. and NBD Bank, as Agent,
included as Exhibit 10(f) and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The financial statements required by this Item will be filed by the
registrant by amendment to this Form 8-K within 60-days.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be
filed by the registrant by amendment to this Form 8-K within 60-days.
(c) Exhibits
10(a) Protocole between Myers Industries, Inc. and Allibert Holding,
SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert Transport und
Lagertechnik GmbH and Sommer Allibert, SA (English Translation)
(Incorporated by reference from Exhibit 10(a) to the Registrants
Form 8-K filed with the Commission on December 17, 1999)
10(b) Warranty Agreement between Myers Industries, Inc. and Allibert
Holding, SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert
Transport und Lagertechnik GmbH and Sommer Allibert, SA,
(English Translation)(Incorporated by reference from Exhibit
10(b) to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(c) Option Agreement between Myers Industries, Inc. and Allibert
Equipement US, Inc.(Incorporated by reference from Exhibit 10(c)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(d) Sale Agreement between Myers Industries, Inc. and Contico
International, Inc.(Incorporated by reference from Exhibit 10(d)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(e) Amendment No.1 to Sale Agreement between Myers Industries, Inc.
and Contico International, Inc. (Incorporated by reference from
Exhibit 10(e) to the Registrants Form 8-K filed with the
Commission on December 17, 1999)
10(f) Loan Agreement dated as of February 3, 1999 between Myers
Industries, Inc. and NBD Bank
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99(a) Text of Press Release dated December 3, 1998 issued by Myers
Industries, Inc.(Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on December
17, 1999)
99(b) Text of Press Release dated February 4, 1999 issued by Myers
Industries, Inc.
99(c) Text of Press Release dated February 3, 1999 issued by Myers
Industries, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MYERS INDUSTRIES, INC.
Dated: February 19, 1999 By: /s/ Gregory J. Stodnick
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Gregory J. Stodnick, Vice President -
Finance
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MYERS INDUSTRIES, INC.
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
10(a) Protocole between Myers Industries, Inc. and Allibert Holding,
SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert Transport und
Lagertechnik GmbH and Sommer Allibert, SA (English Translation)
(Incorporated by reference from Exhibit 10(a) to the Registrants
Form 8-K filed with the Commission on December 17, 1999)
10(b) Warranty Agreement between Myers Industries, Inc. and Allibert
Holding, SA, SEDITEP, SA, Sauvagnat Allibert, SA, Allibert
Transport und Lagertechnik GmbH and Sommer Allibert, SA (English
Translation)(Incorporated by reference from Exhibit 10(b) to the
Registrants Form 8-K filed with the Commission on December 17,
1999)
10(c) Option Agreement between Myers Industries, Inc. and Allibert
Equipement US, Inc.(Incorporated by reference from Exhibit 10(c)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(d) Sale Agreement between Myers Industries, Inc. and Contico
International, Inc.(Incorporated by reference from Exhibit 10(d)
to the Registrants Form 8-K filed with the Commission on
December 17, 1999)
10(e) Amendment No.1 to Sale Agreement between Myers Industries,
Inc. and Contico International, Inc. (Incorporated by reference
from Exhibit 10(e) to the Registrants Form 8-K filed with the
Commission on December 17, 1999)
10(f) Loan Agreement dated as of February 3, 1999 between Myers
Industries, Inc. and NBD Bank
99(a) Text of Press Release dated December 3, 1998 issued by Myers
Industries, Inc.(Incorporated by reference from Exhibit 99 to
the Registrants Form 8-K filed with the Commission on December
17, 1999)
99(b) Text of Press Release dated February 4, 1999 issued by Myers
Industries, Inc.
99(c) Text of Press Release dated February 3, 1999 issued by Myers
Industries, Inc.