-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H0pgjoaJEPHaGNQnMS7apU9lm034I0hv54umh7H710jcpghqemIjnbkJ4jhiiD96 Y6vPlhHYHj7XW64PKeFilg== 0000950123-02-002014.txt : 20020414 0000950123-02-002014.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950123-02-002014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH VITA PLC CENTRAL INDEX KEY: 0000924442 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OLDHAM RD STREET 2: MIDDLETON CITY: MANCHESTER STATE: X0 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPARTECH CORP CENTRAL INDEX KEY: 0000077597 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 430761773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33091 FILM NUMBER: 02562599 BUSINESS ADDRESS: STREET 1: 120 S CENTRAL AVE STREET 2: STE 1700 CITY: CLAYTON STATE: M0 ZIP: 63105 BUSINESS PHONE: 3147214242 MAIL ADDRESS: STREET 1: 120 S CENTRAL AVE STREET 2: STE 1700 CITY: CLAYTON STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: PERMANEER CORP DATE OF NAME CHANGE: 19781019 FORMER COMPANY: FORMER CONFORMED NAME: SPARTAN MANUFACTURING CORP DATE OF NAME CHANGE: 19830621 SC 13D/A 1 y58022sc13da.txt AMENDMENT NO. 7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Spartech Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 8472201 (CUSIP Number) British Vita PLC c/o John T. O'Connor, Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, NY 10005 (212) 530-5548 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2002 ------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report to acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement:[ ]. SCHEDULE 13D CUSIP NO.: 8472201 (1) NAME OF REPORTING PERSON: British Vita PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| (3) SEC USE ONLY (4) SOURCE OF FUNDS: OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: England and Wales NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 12,310,961* (8) SHARED VOTING POWER: NA (9) SOLE DISPOSITIVE POWER: 12,310,961* (10) SHARED DISPOSITIVE POWER: NA (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,310,961 shares of common stock* (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 46.0%** (14) TYPE OF REPORTING PERSON: CO - ------------------ * British Vita PLC, through its wholly-owned subsidiary Vita Investments (North America) Limited ("VIL"), beneficially owns 12,310,961 Common Shares. ** According to the Issuer's proxy statement on Form 14A filed on January 30, 2002, there were 26,781,552 shares of Common Stock outstanding on January 14, 2002. This Statement constitutes Amendment No. 7 to the Schedule 13D filed by British Vita PLC ("Vita") with the Securities and Exchange Commission (the "SEC") on September 18, 1989, as amended by Amendment No. 1 thereto filed with the SEC on December 6, 1989, Amendment No. 2 filed with the SEC on December 13, 1989, Amendment No. 3 filed with the SEC on May 26, 1994, Amendment No. 4 filed with the SEC on May 1, 1995, Amendment No. 5 filed with the SEC on July 23, 1998 and Amendment No. 6 filed with the SEC on September 5, 2001 (as so amended, the "Schedule 13D"), with respect to the common stock, par value $.75 per share (the "Common Stock"), of Spartech Corporation (the "Issuer"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. Other than as set forth herein, there has been no material change in the information set forth in items 1 through 7 of the Schedule 13D. 1. Item 2 of the Schedule 13D is hereby amended to add the following: Information regarding the executive officers and directors of Vita and VIL is included on Schedule A, which is incorporated herein by reference. During the last five years, none of Vita, VIL, nor, to the best knowledge of Vita or VIL, any person named in Schedule A, has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or state securities laws or finding any violation with respect to such laws. 2. Item 4 of the Schedule 13D is hereby amended to read as follows: The Issuer has announced its intention to file a registration statement with the SEC relating to a proposed public offering of approximately 8,250,000 shares of Common Stock. This intended offering will comprise 6,000,000 shares being sold by Vita International Limited, a wholly-owned subsidiary of British Vita, 135,000 shares being sold by another stockholder and 2,115,000 shares of primary common stock to be issued by the Issuer. On completion of the offering as contemplated in the Issuer's release, British Vita's stake will be reduced to between 6.3 million shares and 5.4 million shares, or 21.8 percent and 18.4 percent, depending on whether the overallotment option is exercised. SIGNATURE After due inquiry and to the best of my knowledge and belief, the information set forth in this Amendment No. 7 to the Schedule 13D is true, complete and correct. February 28, 2002 British Vita PLC By: /s/ M. R. Stirzaker ________________________ Name: M. R. Stirzaker Title: Company Secretary SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF VIL The names and present principal occupations of the directors and executive officers of VIL are set forth below. Unless otherwise indicated, the business address of each director and executive officer of VIL set forth below is that of Vita. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to VIL. Each individual named below is a director of VIL. Each of the named individuals is a citizen of the United Kingdom. Mr. J. Mercer Director Mr. D. A. Campbell Director Mr. C. J. J. O'Connor Director Mr. R. Dobson Director Mr. F. J. Libeert Director DIRECTORS AND EXECUTIVE OFFICERS OF VITA The names and present principal occupations of the directors and executive officers of Vita are set forth below. The business address of each director and executive officer of Vita is that of Vita. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Vita. Each individual named below is a director of Vita. Each of the named individuals is a citizen of the United Kingdom. Mr. J. Mercer Non-executive Chairman Mr. D. A. Campbell Chief Executive Mr. C. J. J. O'Connor Finance Director Mr. F. J. J. Libeert Director Mr. R. Dobson Director Mr. H .J. J. van Beijeren Director Mr. D. Cotterill Non-executive Director Mr. R. T. Scholes Non-executive Director, Director of Bodycote International PLC and Keller Group PLC Mr. M. A. Jones Non-executive Director, Retired former Senior officer of National Westminster Bank Mr. M. R. Stirzaker Company Secretary
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