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
January 11, 1996
(Date of earliest event reported)
A. Schulman, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-7459 34-0514850
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
3550 West Market Street
Akron, Ohio
(Address of principal executive offices)
44333
(zip code)
(216) 666-3751
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On January 11, 1996, the Board of Directors
(the "Board") of A. Schulman, Inc. (the "Company")
adopted a stockholder rights plan which contemplates the
issuance of special stock purchase rights to the
Company's common stockholders of record as of January 25,
1996, as set forth in the Rights Agreement between the
Company and Society National Bank, as Rights Agent,
incorporated herein by reference as Exhibit 4.1.
Also on January 11, 1996, the Board adopted
amendments to the Company's By-laws which require a
stockholder to provide notice to the Company of such
stockholder's intent to nominate a director or raise
business at an annual meeting. Such notice must be
provided to the Company not less than 60 nor more than 90
days prior to the anniversary of the previous year's
annual meeting and must contain certain specified
information concerning the proposed director nominee or
the matters to be brought before the annual meeting and
concerning the stockholder submitting the proposal.
Copies of the Company's By-laws, as amended to date, are
incorporated herein by reference as Exhibit 3.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
3.1 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).
3.2 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).
3.3 Amendment to the By-Laws dated January 11, 1996.
4.1 Rights Agreement, dated as of January 12,
1996, between the Company and Society
National Bank, as Rights Agent, which
includes as Exhibit B thereto the Form of
Rights Certificate (incorporated herein by
reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated
January 15, 1996).
20.1 Form of Letter to the Company's stockholders
describing the Rights, dated January __,
1996.
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, thereto duly authorized.
A. SCHULMAN, INC.
By: /s/ Robert A. Stefanko
Name: Robert A. Stefanko
Title: Chairman of the Board and
Chief Financial Officer
Date: January 15, 1996
EXHIBIT INDEX
Exhibit Description Page
3.1 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).
3.2 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).
3.3 Amendment to the By-Laws dated
January 11, 1996.
4.1 Rights Agreement, dated as of
January 12, 1996, between the
Company and Society National Bank,
as Rights Agent, which includes as
Exhibit B thereto the Form of
Rights Certificate (incorporated
herein by reference to Exhibit 1
to the Company's Registration
Statement on Form 8-A dated
January 15, 1996).
20.1 Form of letter to the Company's
stockholders describing the
Rights, dated January __, 1996.