-----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, VPdFTYCYaVH3dpY+zS6QfKXZyqJVOk4uut1M6V3rAJL0TDz/jIPeW3zJm9Qq22ko IqUj8ufJmtpuhlk/J++AXA== 0000921895-07-002443.txt : 20071022 0000921895-07-002443.hdr.sgml : 20071022 20071022090902 ACCESSION NUMBER: 0000921895-07-002443 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULMAN A INC CENTRAL INDEX KEY: 0000087565 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340514850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17767 FILM NUMBER: 071182270 BUSINESS ADDRESS: STREET 1: 3550 W MARKET ST CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 3306663751 MAIL ADDRESS: STREET 1: 3550 W MARKET STREET CITY: AKRON STATE: OH ZIP: 44333 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 sc13d06297022_10102007.htm sec document 

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. )(1)

                                A. Schulman, Inc.
                                -----------------
                                (Name of Issuer)

                     Common Stock, Par Value $1.00 Per Share
                     ---------------------------------------
                         (Title of Class of Securities)

                                    808194104
                                    ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                October 10, 2007
                                ----------------
             (Date of Event Which Requires Filing of This Statement)

      If the filing person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box / /.

      NOTE.  Schedules filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 29 Pages)


- ----------------
(1)   The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 2 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PARCHE, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  327,738
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              327,738
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    327,738
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    1.2%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 3 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  998,073
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              998,073
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    998,073
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    3.7%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 4 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STARBOARD VALUE & OPPORTUNITY FUND, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  736,984
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              736,984
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    736,984
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    2.7%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 5 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RCG STARBOARD ADVISORS, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,062,795
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,062,795
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 6 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RAMIUS CAPITAL GROUP, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,062,795
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,062,795
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 7 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    C4S & CO., L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  2,062,795
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              2,062,795
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 8 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PETER A. COHEN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,062,795
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,062,795
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 9 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MORGAN B. STARK
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,062,795
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,062,795
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 10 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    JEFFREY M. SOLOMON
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,062,795
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,062,795
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 11 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    THOMAS W. STRAUSS
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     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

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   2,062,795
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              2,062,795
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    2,062,795
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.6%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 12 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MICHAEL CAPORALE, JR.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -**
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -**
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -**
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%**
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                      **SEE ITEM 5



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 13 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    LEE MEYER
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -**
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -**
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -**
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%**
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                      **SEE ITEM 5



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 14 of 29 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MARK R. MITCHELL
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -**
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -**
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 -**
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0%**
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                      **SEE ITEM 5



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 15 of 29 Pages
- ----------------------                                    ----------------------


            The following  constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D"). The undersigned,  except for Messrs.  Caporale, Jr., Meyer
and  Mitchell,  were  previously  part of a Section 13(d)  reporting  group that
included  Barington  Investments,  L.P., RJG Capital Partners,  L.P., D.B. Zwirn
Special Opportunities Fund, L.P. and certain of their respective affiliates (the
"Barington Group"). The undersigned, except for Messrs. Caporale, Jr., Meyer and
Mitchell,  ceased to be members of the  Barington  Group on March 30, 2007.  For
ownership and other information  relating to the undersigned prior to the filing
of this  Schedule  13D,  please make  reference to the Schedule 13D filed by the
undersigned,  except for Messrs.  Caporale,  Jr.,  Meyer and Mitchell,  with the
Securities and Exchange Commission (the "SEC") on April 2, 2007 and the Schedule
13D filed by Barington  Companies Equity Partners,  L.P. with the SEC on June 6,
2005,  as amended by that certain  Amendment  No. 1 filed on July 1, 2005,  that
certain  Amendment No. 2 filed on August 3, 2005,  that certain  Amendment No. 3
filed on August 25,  2005,  that certain  Amendment  No. 4 filed on September 8,
2005,  that certain  Amendment No. 5 filed on September  13, 2005,  that certain
Amendment No. 6 filed on September 28, 2005, that certain  Amendment No. 7 filed
on October 11,  2005,  that certain  Amendment  No. 8 filed on October 25, 2005,
that certain  Amendment No. 9 filed on May 30, 2006, that certain  Amendment No.
10 filed on June 1, 2006,  that certain  Amendment No. 11 filed on September 28,
2006,  that certain  Amendment  No. 12 filed on October 10,  2006,  that certain
Amendment No. 13 filed on October 12, 2006, that certain  Amendment No. 14 filed
on October 26, 2006 and that certain Amendment No. 15 filed on November 6, 2006.

Item 1.     SECURITY AND ISSUER.

            This  statement  relates to shares of the Common Stock,  par value
$1.00 per share (the  "Shares"),  of A.  Schulman,  Inc. (the  "Issuer").  The
address of the principal  executive  offices of the Issuer is 3550 West Market
Street, Akron, Ohio 44333.

Item 2.     IDENTITY AND BACKGROUND.

      (a) This statement is filed by:

            (i)     Parche,   LLC,  a   Delaware   limited   liability   company
                    ("Parche"),   with  respect  to  the  Shares   directly  and
                    beneficially owned by it;

            (ii)    Starboard Value and  Opportunity  Master Fund Ltd., a Cayman
                    Islands exempted company ("Starboard"),  with respect to the
                    Shares directly and beneficially owned by it;

            (iii)   Starboard Value & Opportunity  Fund, LLC, a Delaware limited
                    liability company ("Starboard  Value"),  with respect to the
                    Shares directly and beneficially owned by it;

            (iv)    RCG Starboard  Advisors,  LLC, a Delaware limited  liability
                    company  ("RCG  Starboard  Advisors"),  who  serves  as  the
                    managing  manager of  Starboard  Value and Parche and as the
                    investment manager of Starboard;

            (v)     Ramius Capital Group,  L.L.C., a Delaware limited  liability
                    company ("Ramius Capital"), who serves as the sole member of
                    RCG Starboard Advisors;



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 16 of 29 Pages
- ----------------------                                    ----------------------


            (vi)    C4S & Co.,  L.L.C.,  a Delaware  limited  liability  company
                    ("C4S"), who serves as managing member of Ramius Capital;

            (vii)   Peter A.  Cohen  ("Mr.  Cohen"),  who  serves  as one of the
                    managing members of C4S;

            (viii)  Morgan B.  Stark  ("Mr.  Stark"),  who  serves as one of the
                    managing members of C4S;

            (ix)    Thomas W. Strauss ("Mr. Strauss"),  who serves as one of the
                    managing members of C4S;

            (x)     Jeffrey M. Solomon ("Mr. Solomon"), who serves as one of the
                    managing  members  of C4S and is a nominee  for the Board of
                    Directors of the Issuer;

            (xi)    Michael Caporale,  Jr. ("Mr. Caporale,  Jr."), a nominee for
                    the Board of Directors of the Issuer;

            (xii)   Lee  Meyer  ("Mr.  Meyer"),  a  nominee  for  the  Board  of
                    Directors of the Issuer; and

            (xiii)  Mark Mitchell ("Mr.  Mitchell"),  a nominee for the Board of
                    Directors of the Issuer.

            Each of the  foregoing  is referred to as a  "Reporting  Person" and
collectively as the "Reporting  Persons." Each of the Reporting Persons is party
to that certain Joint Filing and Solicitation Agreement, as further described in
Item 6.  Accordingly,  the Reporting  Persons are hereby filing a joint Schedule
13D.

            (b) The address of the principal office of each of Parche, Starboard
Value, RCG Starboard  Advisors,  Ramius Capital,  C4S, Mr. Cohen, Mr. Stark, Mr.
Strauss, Mr. Solomon and Mr. Mitchell is 666 Third Avenue, 26th Floor, New York,
New York 10017.

            The address of the  principal  office of Starboard is c/o Citco Fund
Services  (Cayman  Islands)  Limited,  Corporate  Center,  West Bay Road,  Grand
Cayman,  Cayman  Islands,  British  West Indies.  The officers and  directors of
Starboard and their principal  occupations and business  addresses are set forth
on Schedule B and incorporated by reference in this Item 2.

            The address of the principal office of Mr.  Caporale,  Jr. is 3668
Shetland Trail, Richfield, Ohio 44286.

            The  address of the  principal  office of Mr.  Meyer is 208 Shawna
Drive, Kearney, Missouri 64060.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 17 of 29 Pages
- ----------------------                                    ----------------------


            (c) The principal business of each of Starboard, Starboard Value and
Parche is serving as a private  investment  fund.  Each of Starboard,  Starboard
Value and Parche has been  formed for the purpose of making  equity  investments
and, on occasion, taking an active role in the management of portfolio companies
in order to enhance  shareholder  value. The principal business of RCG Starboard
Advisors is acting as the managing  member of Parche and Starboard  Value and as
the  investment  manager  of  Starboard.  Ramius  Capital  is  engaged  in money
management and investment  advisory  services for third parties and  proprietary
accounts.  C4S serves as  managing  member of Ramius  Capital.  Mr.  Cohen,  Mr.
Strauss,  Mr. Stark and Mr.  Solomon  serve as  co-managing  members of C4S. Mr.
Mitchell is currently a partner of Ramius Capital.

            The  principal  occupation  of each of Messrs.  Caporale,  Jr. and
Meyer is serving as a business consultant.

            (d) No Reporting Person, nor any person listed on Schedule B annexed
hereto, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

            (e) No Reporting Person, nor any person listed on Schedule B annexed
hereto,  has, during the last five years,  been 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, federal
or state securities laws or finding any violation with respect to such laws.

            (f) Messrs. Cohen, Stark, Strauss, Solomon, Caporale, Jr., Meyer and
Mitchell are citizens of the United States of America.

Item 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

            The Shares  purchased by Starboard,  Starboard Value and Parche were
purchased  with the working  capital of such  entities  (which may, at any given
time,  include  margin loans made by brokerage  firms in the ordinary  course of
business) in open market purchases. The aggregate purchase cost of the 2,062,795
Shares  beneficially  owned  in  the  aggregate  by  the  Reporting  Persons  is
approximately $41,961,454, excluding brokerage commissions.

Item 4.     PURPOSE OF TRANSACTION.

            The Reporting Persons  originally  purchased the Shares based on the
Reporting Persons' belief that the Shares, when purchased,  were undervalued and
represented an attractive investment opportunity.  Depending upon overall market
conditions,  other investment  opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of
Shares  desirable,  the  Reporting  Persons may endeavor to increase or decrease
their position in the Issuer through,  among other things,  the purchase or sale
of Shares on the open market or in private  transactions  or otherwise,  on such
terms and at such times as the Reporting Persons may deem advisable.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 18 of 29 Pages
- ----------------------                                    ----------------------


            The following is a chronology of events  highlighting  the Reporting
Persons'  involvement with the Issuer in the time since it originally  purchased
the Shares:

            On June 5, 2005, certain of the Reporting Persons jointly filed with
the  Securities and Exchange  Commission  (the "SEC") a Schedule 13D (the "Joint
Schedule 13D") with Barington  Investments,  L.P., certain of its affiliates and
certain other reporting persons  (collectively,  the "Barington Group Entities")
disclosing  that such Reporting  Persons formed a Section 13(d)  reporting group
with the Barington Group Entities.

            On October  11,  2005,  certain  of the  Reporting  Persons  and the
Barington  Group  Entities filed an amendment to the Joint Schedule 13D with the
SEC disclosing  that, on October 7, 2005,  Barington  Companies Equity Partners,
L.P. ("Barington Companies Equity") delivered a letter to the Issuer's Secretary
nominating  Phillip D. Ashkettle,  Thomas C. Bohrer and James A. Mitarotonda for
election  to the Board of  Directors  at the  Issuer's  2005  annual  meeting of
shareholders (the "2005 Notice").

            On October  21,  2005,  certain  of the  Reporting  Persons  and the
Barington  Group  Entities  entered  into an agreement  with the Issuer  whereby
Barington Companies Equity agreed to withdraw its 2005 Notice and such Reporting
Persons and the Barington Group Entities  agreed to abide by certain  standstill
provisions  until the Issuer's 2007 annual  meeting of  shareholders  (the "2007
Annual  Meeting").  In exchange,  the Issuer agreed to, among other things,  (i)
consummate  a  self-tender  offer,  (ii)  increase  the  size  of the  Board  of
Directors,  (iii) appoint James A.  Mitarotonda to the Board of Directors,  (iv)
appoint  an  additional  new  director  to the  Board,  (v) work  together  with
representatives  of the  Barington  Group  Entities  to create a plan to improve
operations and (vi) implement a number of corporate governance improvements.

            On October  10,  2006,  certain  of the  Reporting  Persons  and the
Barington  Group  Entities filed an amendment to the Joint Schedule 13D with the
SEC disclosing that, on October 9, 2006,  Barington Companies Equity delivered a
letter to the Secretary of the Issuer nominating  Phillip D. Ashkettle,  Charles
S. Ream, Thomas C. Bohrer and Michael A. McManus,  Jr. for election to the Board
of Directors  at the Issuer's  2006 annual  meeting of  shareholders  (the "2006
Notice").

            On October  25,  2006,  certain  of the  Reporting  Persons  and the
Barington  Group  Entities  entered  into an agreement  with the Issuer  whereby
Barington  Companies Equity withdrew its 2006 Notice and such Reporting  Persons
and  the  Barington  Group  Entities  agreed  to  abide  by  certain  standstill
provisions  until the Issuer's 2007 Annual  Meeting,  including a provision that
limits until the 2007 Annual Meeting the aggregate  beneficial  ownership of the
Shares  to less  than  20% of the  Shares  outstanding  by the  Barington  Group
Entities,  such of the Reporting Persons and any other stockholder of the Issuer
that,  together  with  either the  Barington  Group  Entities  or the  Reporting
Persons,  may be deemed a "group," with respect to the Shares. In exchange,  the
Issuer agreed to, among other things,  (i) nominate  James S. Marlen,  Ernest J.
Novak, Jr., Howard R. Curd and Michael A. McManus, Jr. for election as directors
at the 2006 annual meeting,  (ii) to establish a special  committee to supervise
and oversee the creation and/or  completion of a detailed  operating  budget and
business  plan  and  (iii) to  redeem  certain  rights  issued  to the  Issuer's
stockholders  under the rights  agreement dated as of January 26, 2006,  between
the Issuer and National City Bank, as Rights Agent (the "Rights Agreement"), and
cause the Rights  Agreement to be terminated  and of no further force or effect,
on or prior to the 2006 annual meeting



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 19 of 29 Pages
- ----------------------                                    ----------------------


            On April 2, 2007,  certain of the  Reporting  Persons filed with the
SEC a statement on Schedule 13D disclosing  that, as of March 30, 2007, (i) such
Reporting  Persons ceased to be members of a Section 13(d)  reporting group with
the Barington  Group  Entities and would no longer file  statements on the Joint
Schedule  13D and  (ii)  such  Reporting  Persons  ceased  to be the  collective
beneficial  owners of 5% or more of the Issuer's  Shares and, as such,  would no
longer be filing  statements  on  Schedule  13D.  Since  March  30,  2007,  such
Reporting  Persons have not (i) entered into any  agreements  or  understandings
with any of the Barington Group Entities  regarding the voting or disposition of
securities of the Issuer or (ii) taken any other actions that would deem them to
be members of a "group" with any of the  Barington  Group  Entities or any other
stockholder of the Issuer.

            On July 5, 2007, Starboard Value delivered a letter to the Corporate
Secretary  of the Issuer  submitting,  pursuant to Rule 14a-8 of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"), a proposal  recommending that
the Board  immediately  engage the  services of an  investment  banking  firm to
evaluate  alternatives that could enhance  stockholder value,  including but not
limited to a merger or outright  sale of the Issuer.  (the "14a-8  Proposal")  A
copy of this  letter is  attached  hereto as  Exhibit  99.5 and is  incorporated
herein by reference.

            On July 31, 2007,  the Issuer  confirmed to Starboard  Value that it
intended to include the 14a-8 Proposal in the Issuer's  proxy  statement for the
2007 Annual Meeting.

            On October 3, 2007,  Starboard  delivered a letter to the  Corporate
Secretary of the Issuer  nominating  Jeffrey  Solomon,  Mark  Mitchell,  Michael
Caporale,  Jr. and Lee Meyer as Class III Nominees (the "Nominees") for election
to the Board at the 2007 Annual Meeting (the "Nomination Letter"). A copy of the
Nomination Letter is attached hereto as Exhibit 99.6 and is incorporated  herein
by reference.

            No  Reporting  Person has any present  plan or proposal  which would
relate to or result in any of the matters set forth in  subparagraphs  (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions  discussed above. The Reporting  Persons intend
to review their  investment  in the Issuer on a  continuing  basis and engage in
discussions with management and the Board of Directors of the Issuer  concerning
the business,  operations  and future plans of the Issuer.  Depending on various
factors  including,  without  limitation,  the Issuer's  financial  position and
investment  strategy,  the  price  levels  of  the  Shares,  conditions  in  the
securities markets and general economic and industry  conditions,  the Reporting
Persons may in the future take such actions with respect to their  investment in
the  Issuer as they deem  appropriate  including,  without  limitation,  seeking
additional  Board  representation,  making  proposals  to the Issuer  concerning
changes to the capitalization,  ownership structure or operations of the Issuer,
purchasing additional Shares,  selling some or all of their Shares,  engaging in
short  selling  of or any  hedging or similar  transaction  with  respect to the
Shares or changing their intention with respect to any and all matters  referred
to in Item 4.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 20 of 29 Pages
- ----------------------                                    ----------------------


Item 5.     INTEREST IN SECURITIES OF THE ISSUER.

            The  aggregate  percentage of Shares  reported  owned by each person
named herein is based upon 27,257,619 Shares  outstanding,  as of June 22, 2007,
which is the total  number of Shares  outstanding  as reported  in the  Issuer's
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on June 29, 2007.

A.    Parche

      (a)   As of the date of this filing, Parche beneficially owns 327,738
            Shares.

            Percentage: 1.2% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 327,738
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 327,738
            4. Shared power to dispose or direct the disposition: 0

      (c)   The transactions in the Shares by Parche in the past 60 days are
            set forth in Schedule A and are incorporated by reference.

B.    Starboard

      (a)   As of the date of this filing, Starboard beneficially owns
            998,073 Shares.

            Percentage: 3.7% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 998,073
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 998,073
            4. Shared power to dispose or direct the disposition: 0

      (c)   The transactions in the Shares by Starboard in the past 60 days
            are set forth in Schedule A and are incorporated by reference.

C.    Starboard Value

      (a)   As of the date of this filing, Starboard Value beneficially owns
            736,984 Shares.

            Percentage: 2.7% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 736,984
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 736,984
            4. Shared power to dispose or direct the disposition: 0

      (c)   Starboard Value did not enter into any transactions in the Shares
            in the past 60 days.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 21 of 29 Pages
- ----------------------                                    ----------------------


D.    RCG Starboard Advisors

      (a)   As of the date of this filing,  as the managing  member of each of
            Parche  and  Starboard   Value  and  the  investment   manager  of
            Starboard,  RCG  Starboard  Advisors may be deemed the  beneficial
            owner of the (i) 998,073  Shares owned by Starboard,  (ii) 327,738
            Shares  owned  by  Parche  and  (iii)  736,984   Shares  owned  by
            Starboard Value.

            Percentage: 7.6% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 2,062,795
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,062,795
            4. Shared power to dispose or direct the disposition: 0

      (c)   RCG Starboard Advisors did not enter into any transactions in the
            Shares in the past 60 days.  The transactions in the Shares in
            the past 60 days on behalf of Starboard and Parche, which were
            all in the open market, are set forth in Schedule A and are
            incorporated by reference.

E.    Ramius Capital

      (a)   As of  the  date  of  this  filing,  as  the  sole  member  of RCG
            Starboard  Advisors,  Ramius  Capital may be deemed the beneficial
            owner of the (i) 998,073  Shares owned by Starboard,  (ii) 327,738
            Shares  owned  by  Parche  and  (iii)  736,984   Shares  owned  by
            Starboard Value.

            Percentage: 7.6% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 2,062,795
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,062,795
            4. Shared power to dispose or direct the disposition: 0

      (c)   Ramius Capital did not enter into any  transactions  in the Shares
            in the past 60 days.  The  transactions  in the Shares in the past
            60 days on behalf of Starboard  and Parche,  which were all in the
            open market,  are set forth in Schedule A and are  incorporated by
            reference.

F.    C4S

      (a)   As of the date of this filing,  as the  managing  member of Ramius
            Capital,  C4S  may be  deemed  the  beneficial  owner  of the  (i)
            998,073  Shares owned by Starboard,  (ii) 327,738  Shares owned by
            Parche and (iii) 736,984 Shares owned by Starboard Value.

            Percentage: 7.6% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 2,062,795
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 2,062,795
            4. Shared power to dispose or direct the disposition: 0



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 22 of 29 Pages
- ----------------------                                    ----------------------


      (c)   C4S did not enter into any  transactions in the Shares in the past
            60 days.  The  transactions  in the  Shares in the past 60 days on
            behalf  of  Starboard  and  Parche,  which  were  all in the  open
            market,  are set  forth  in  Schedule  A and are  incorporated  by
            reference.

G.    Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

      (a)   As of the date of this  filing,  as the  managing  members of C4S,
            each of Mr. Cohen,  Mr. Stark,  Mr.  Strauss and Mr. may be deemed
            the   beneficial   owner  of  the  (i)  998,073  Shares  owned  by
            Starboard,  (ii) 327,738  Shares owned by Parche and (iii) 736,984
            Shares owned by Starboard Value.

            Percentage: 7.6% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 0
            2. Shared power to vote or direct vote: 2,062,795
            3. Sole power to dispose or direct the disposition: 0
            4. Shared power to dispose or direct the disposition: 2,062,795

      (c)   None of Mr.  Cohen,  Mr.  Stark,  Mr.  Strauss or Mr.  Solomon has
            entered into any  transactions  in the Shares in the past 60 days.
            The  transactions  in the  Shares in the past 60 days on behalf of
            Starboard and Parche,  which were all in the open market,  are set
            forth in Schedule A and are incorporated by reference.

H.    None of Messrs.  Caporale,  Jr.,  Meyer and Mitchell  directly  owns any
      Shares nor have they entered into any  transactions in the Shares during
      the past 60 days.  Each of Messrs.  Caporale,  Jr.,  Meyer and Mitchell,
      as a member of a "group"  for the  purposes  of Section  13(d)(3) of the
      1934  Act,  may be deemed to be a  beneficial  owner of the (i)  998,073
      Shares  owned by  Starboard,  (ii)  327,738  Shares  owned by Parche and
      (iii)  736,984  Shares  owned  by  Starboard  Value.   Each  of  Messrs.
      Caporale,  Jr.,  Meyer and Mitchell  disclaims  beneficial  ownership of
      such  Shares.  The  transactions  in the  Shares  in the past 60 days on
      behalf of Starboard and Parche,  which were all in the open market,  are
      set forth in Schedule A and are incorporated by reference.

      (d)   No person other than the Reporting Persons is known to have the
            right to receive, or the power to direct the receipt of dividends
            from, or proceeds from the sale of, such shares of the Common
            Stock.

      (e)   Not applicable.

Item 6.     CONTRACTS,   ARRANGEMENTS,   UNDERSTANDINGS  OR  RELATIONSHIPS  WITH
            RESPECT TO SECURITIES OF THE ISSUER.

            On October 22,  2007,  the  Reporting  Persons  entered into a Joint
Filing and Solicitation  Agreement in which, among other things, (a) the parties
agreed to the joint filing on behalf of each of them of  statements  on Schedule



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 23 of 29 Pages
- ----------------------                                    ----------------------


13D with respect to the  securities of the Issuer to the extent  required  under
applicable  securities  laws,  (b) the parties  agreed to form the group for the
purpose of  soliciting  proxies  or written  consents  for the  election  of the
persons  nominated by Starboard to the Issuer's Board at the 2007 Annual Meeting
and for the purpose of taking all other actions  incidental to the foregoing and
(c)  Starboard  shall have the right to  pre-approve  all  expenses  incurred in
connection  with the  group's  activities  and agreed to pay  directly  all such
pre-approved expenses on a pro rata basis between Starboard, Starboard Value and
Parche based on the number of Shares in the aggregate held by each of Starboard,
Starboard  Value and  Parche on the date  hereof.  A copy of this  agreement  is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

            Pursuant to letter  agreements,  Starboard  has agreed to  indemnify
each of the Nominees  against  claims arising from the  solicitation  of proxies
from the  Issuer's  shareholders  at the 2007  Annual  Meeting  and any  related
transactions.  A form of the letter agreement is attached hereto as Exhibit 99.3
and is incorporated herein by reference.

            RCG Starboard Advisors and each of Messrs. Meyer and Carporale,  Jr.
have entered into  compensation  letter  agreements  (the  "Compensation  Letter
Agreements") regarding compensation to be paid to them for their agreement to be
named and to serve as a Nominee  and for their  services  as a  director  of the
Issuer, if elected. Pursuant to the terms of the Compensation Letter Agreements,
Messrs. Meyer and Carporale,  Jr. will receive $5,000 in cash from RCG Starboard
Advisors as a result of the  submission  by Starboard of its  nomination  of the
Nominees.  Upon the Reporting  Persons'  filing of a definitive  proxy statement
with the SEC relating to a  solicitation  of proxies in favor of each  nominee's
election as a director at the Annual Meeting,  RCG Starboard Advisors has agreed
to allow Messrs. Meyer and Carporale, Jr. to receive a profit participation with
respect  to the sale by RCG  Starboard  Advisors  of the last  $20,000  worth of
Shares (the "Participation Shares") beneficially owned by RCG Starboard Advisors
or one of its  affiliates to a third party  unaffiliated  with any member of the
Reporting  Persons.  The number of  Participation  Shares shall be determined by
dividing  $20,000 by the closing price of the Issuer's  common stock on the date
of the definitive proxy filing.  Messrs.  Meyer and Carporale,  Jr. will receive
cash payments equal to the amount, if any, by which the proceeds received by RCG
Starboard Advisors from the sale of the Participation  Shares exceeds $20,000 in
the aggregate. A form of the Compensation Letter Agreement is attached hereto as
Exhibit 99.4 and is incorporated herein by reference.

            Starboard,  Starboard Value and Parche have had an arrangement  with
Barington Capital Group, L.P. ("Barington  Capital"),  whereby Barington Capital
or one or more of its affiliates  receives a fee with respect to certain profits
Starboard,  Starboard  Value and Parche may derive from their  investment in the
Shares. Starboard, Starboard Value and Parche have had and continue to have sole
voting and  dispositive  power with  respect  to all Shares  covered  under this
arrangement.

            Other   than  as   described   herein,   there  are  no   contracts,
arrangements,  understandings or relationships  among the Reporting Persons,  or
between  the  Reporting  Persons  and any  other  person,  with  respect  to the
securities of the Issuer.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 24 of 29 Pages
- ----------------------                                    ----------------------


Item 7.     MATERIAL TO BE FILED AS EXHIBITS.

            Exhibit 99.1      Joint  Filing and  Solicitation  Agreement  by and
                              among Starboard Value and Opportunity  Master Fund
                              Ltd.,  Starboard  Value & Opportunity  Fund,  LLC,
                              Parche, LLC, RCG Starboard  Advisors,  LLC, Ramius
                              Capital Group, L.L.C., C4S & Co., L.L.C., Peter A.
                              Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey
                              M. Solomon,  Michael Caporale,  Jr., Lee Meyer and
                              Mark Mitchell, dated October 22, 2007.

            Exhibit 99.2      Power of Attorney  for Peter A.  Cohen,  Morgan B.
                              Stark,  Thomas W. Strauss and Jeffrey M.  Solomon,
                              dated August 16, 2007.

            Exhibit 99.3      Form of Indemnification Letter Agreement.

            Exhibit 99.4      Form of Compensation Letter Agreement.

            Exhibit 99.5      Letter from  Starboard  Value & Opportunity  Fund,
                              LLC to A.  Schulman,  Inc.,  dated  July 5,  2007,
                              submitting a 14a-8 proposal for  consideration  at
                              the 2007 Annual Meeting.

            Exhibit 99.6      Nomination   Letter  from   Starboard   Value  and
                              Opportunity Master Fund Ltd. to A. Schulman, Inc.,
                              dated October 3, 2007.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 25 of 29 Pages
- ----------------------                                    ----------------------


                                   SIGNATURES
                                   ----------

            After  reasonable  inquiry  and to the  best  of his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


Dated:      October 22, 2007


PARCHE, LLC                            RCG STARBOARD ADVISORS, LLC
                                       By: Ramius Capital Group, L.L.C.,
STARBOARD VALUE & OPPORTUNITY              its sole member
FUND, LLC
By: RCG Starboard Advisors, LLC,       RAMIUS CAPITAL GROUP, L.L.C.
    their managing member              By: C4S & Co., L.L.C.,
                                           as managing member
STARBOARD VALUE AND OPPORTUNITY
MASTER FUND LTD.                       C4S & CO., L.L.C.
By: RCG Starboard Advisors, LLC,
    its investment manager

                           By: /s/ Jeffrey M. Solomon
                               -------------------------
                               Name:  Jeffrey M. Solomon
                               Title: Authorized Signatory


/s/ Jeffrey M. Solomon                 /s/ Mark Mitchell
- -------------------------              -------------------------
JEFFREY M. SOLOMON                     MARK MITCHELL
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss


/s/ Lee Meyer                          /s/ Michael Caporale, Jr.
- -------------------------              -------------------------
LEE MEYER                              MICHAEL CAPORALE, JR.



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 26 of 29 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE A
                                   ----------

              Transactions in the Shares During the Past 60 Days
              --------------------------------------------------

  Shares of Common Stock           Price Per                  Date of
         Purchased                  Share($)                 Purchase
         ---------                  --------                 --------

                                   PARCHE, LLC
                                   -----------

             960                    20.4494                   08/28/07
           3,312                    20.9393                   08/29/07
           6,128                    21.3533                   08/30/07
           2,880                    21.4671                   08/31/07
           1,120                    21.6181                   09/04/07
           2,400                    21.2534                   09/05/07
           2,400                    21.3691                   09/06/07
           5,120                    19.4678                   09/14/07
           4,480                    19.5483                   09/17/07
           1,600                    19.8122                   09/18/07
          11,634                    20.5071                   10/10/07
           3,618                    20.8627                   10/11/07
          38,080                    20.6000                   10/12/07
           7,232                    20.6670                   10/12/07
           2,195                    20.7981                   10/15/07
          10,621                    20.6334                   10/15/07
           9,648                    21.0207                   10/16/07
           5,328                    21.0000                   10/16/07
           3,715                    21.0283                   10/16/07
           9,920                    21.1000                   10/17/07
           6,300                    21.0050                   10/17/07
           7,232                    20.9549                   10/17/07

               STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
               ------------------------------------------------

           5,040                    20.4494                   08/28/07
          17,388                    20.9393                   08/29/07
          32,172                    21.3533                   08/30/07
          15,120                    21.4671                   08/31/07
           5,880                    21.6181                   09/04/07
          12,600                    21.2534                   09/05/07
          12,600                    21.3691                   09/06/07
          26,880                    19.4678                   09/14/07
          23,520                    19.5483                   09/17/07
           8,400                    19.8122                   09/18/07
          61,079                    20.5071                   10/10/07
          18,994                    20.8627                   10/11/07



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 27 of 29 Pages
- ----------------------                                    ----------------------


         199,920                    20.6000                   10/12/07
          37,968                    20.6670                   10/12/07
          11,523                    20.7981                   10/15/07
          55,761                    20.6334                   10/15/07
          50,652                    21.0207                   10/16/07
          27,973                    21.0000                   10/16/07
          19,501                    21.0283                   10/16/07
          52,080                    21.1000                   10/17/07
          38,700                    21.0050                   10/17/07
          37,971                    20.9549                   10/17/07



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 28 of 29 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE B
                                   ----------

  DIRECTORS AND OFFICERS OF STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

Name and Position           Principal Occupation        Principal Business Address
- -----------------           --------------------        --------------------------

Mark Mitchell               Partner of Ramius Capital   666 Third Avenue
Director                    Group, L.L.C.               26th Floor
                                                        New York, New York 10017

Jeffrey M. Solomon          Managing Member of C4S &    666 Third Avenue
Director                    Co., L.L.C., which is the   26th Floor
                            Managing Member of Ramius   New York, New York 10017
                            Capital Group, L.L.C.

CFS Company Ltd.            Nominee Company registered  c/o Citco Fund Services
Director                    with Cayman Islands         (Cayman Islands) Limited
                            Monetary Authority and is   Corporate Center
                            affiliated with             West Bay Road
                            Administrator of the Fund   Grand Cayman, Cayman
                                                        Islands
                                                        British West Indies

CSS Corporation Ltd.        Affiliate of the            c/o Citco Fund Services
Secretary                   Administrator of the Fund   (Cayman Islands) Limited
                                                        Corporate Center
                                                        West Bay Road
                                                        Grand Cayman, Cayman
                                                        Islands
                                                        British West Indies



- ----------------------                                    ----------------------
CUSIP No. 808194104                   13D                    Page 29 of 29 Pages
- ----------------------                                    ----------------------


                                  EXHIBIT INDEX
                                  -------------

      Exhibit                                                 Exhibit Number
      -------                                                 --------------

      Joint Filing and Solicitation Agreement by and               99.1
      among Starboard Value and Opportunity Master Fund
      Ltd., Starboard Value & Opportunity Fund, LLC,
      Parche, LLC, RCG Starboard Advisors, LLC, Ramius
      Capital Group, L.L.C., C4S & Co., L.L.C., Peter A.
      Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey
      M. Solomon, Michael Caporale, Jr., Lee Meyer and
      Mark Mitchell, dated October 22, 2007.

      Power of Attorney for Peter A. Cohen, Morgan B.              99.2
      Stark, Thomas W. Strauss and Jeffrey M. Solomon,
      dated August 16, 2007.

      Form of Indemnification Letter Agreement.                    99.3

      Form of Compensation Letter Agreement.                       99.4

      Letter from Starboard Value & Opportunity Fund,              99.5
      LLC to A. Schulman, Inc., dated July 5, 2007,
      submitting a 14a-8 proposal for consideration at
      the 2007 Annual Meeting.

      Nomination Letter from Starboard Value and                   99.6
      Opportunity Master Fund Ltd. to A. Schulman, Inc.,
      dated October 3, 2007.
EX-99.1 2 ex991tosc13d06297022_101007.htm JOINT FILING AND SOLICITATION AGREEMENT sec document 

                                                                    Exhibit 99.1


                     JOINT FILING AND SOLICITATION AGREEMENT

      WHEREAS,   certain  of  the  undersigned  are   stockholders,   direct  or
beneficial, of A. Schulman, Inc., a Delaware corporation (the "Company");

      WHEREAS,  Starboard  Value and  Opportunity  Master  Fund  Ltd.,  a Cayman
Islands exempted company ("Starboard"), Starboard Value & Opportunity Fund, LLC,
a  Delaware  limited  liability  company  ("Starboard  Value"),  Parche,  LLC, a
Delaware limited liability company ("Parche"),  RCG Starboard  Advisors,  LLC, a
Delaware limited  liability  company,  Ramius Capital Group,  L.L.C., a Delaware
limited  liability  company  ("Ramius  Capital"),  C4S & Co., L.L.C., a Delaware
limited liability company,  Peter A. Cohen,  Morgan B. Stark, Thomas W. Strauss,
Jeffrey M. Solomon,  Michael Caporale, Jr., Lee Meyer and Mark Mitchell, wish to
form a group for the purpose of seeking representation on the Board of Directors
of the Company at the 2007 annual meeting of stockholders of the Company, or any
other  meeting  of  stockholders  held in lieu  thereof,  and any  adjournments,
postponements,   reschedulings  or  continuations   thereof  (the  "2007  Annual
Meeting")  and for the purpose of taking all other  action  necessary to achieve
the foregoing.

      NOW, IT IS AGREED, this 22nd day of October 2007 by the parties hereto:

      1. In accordance with Rule 13d-1(k)(1)(iii)  under the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"),  each  of  the  undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D, and any amendments  thereto,  with respect to the
securities of the Company. Each member of the Group shall be responsible for the
accuracy  and  completeness  of  his/its  own  disclosure  therein,  and  is not
responsible for the accuracy and completeness of the information  concerning the
other  members,  unless  such  member  knows or has  reason  to know  that  such
information is inaccurate.  Ramius Capital or its  representative  shall provide
each  member of the Group with  copies of all  Schedule  13D  filings  and other
public  filings to be filed on behalf of such  member at least 24 hours prior to
the filing or submission thereof.

      2. So long as this agreement is in effect,  each of the undersigned  shall
provide  written  notice to  Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
("Olshan") of (i) any of their  purchases or sales of securities of the Company;
or (ii) any  securities  of the  Company  over which they  acquire or dispose of
beneficial  ownership.  Notice  shall be given no later than 24 hours after each
such transaction.

      3. Each of the  undersigned  agrees to form the Group for the  purpose  of
soliciting proxies or written consents for the election of the persons nominated
by the Group to the Board of Directors of the Company at the 2007 Annual Meeting
and for the purpose of taking all other actions incidental to the foregoing.

      4. Starboard and Parche shall have the right to  pre-approve  all expenses
incurred in connection with the Group's activities and agree to pay directly all



such  pre-approved  expenses on a pro rata basis  between  Starboard  and Parche
based on the  number of Shares in the  aggregate  beneficially  owned by each of
Starboard and Parche on the date hereof.

      5. Each of the  undersigned  agrees that any SEC filing,  press release or
stockholder  communication  proposed  to be made or  issued  by the Group or any
member of the  Group in  connection  with the  Group's  activities  set forth in
Section 4 shall be first  approved by Ramius  Capital,  or its  representatives,
which approval shall not be unreasonably withheld.

      6. The  relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this  Agreement.  Such
relationship  shall be  construed  and  deemed  to be for the  sole and  limited
purpose of carrying on such business as described  herein.  Nothing herein shall
be construed to authorize  any party to act as an agent for any other party,  or
to create a joint venture or partnership,  or to constitute an  indemnification.
Nothing herein shall  restrict any party's right to purchase or sell  securities
of the Company, as he/it deems appropriate, in his/its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.

      7. This Agreement may be executed in counterparts,  each of which shall be
deemed an original and all of which,  taken together,  shall  constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.

      8. In the  event of any  dispute  arising  out of the  provisions  of this
Agreement or their  investment in the Company,  the parties  hereto  consent and
submit to the  exclusive  jurisdiction  of the Federal  and State  Courts in the
State of New York.

      9. Any party hereto may terminate his/its obligations under this Agreement
on 24 hours' written  notice to all other parties,  with a copy by fax to Steven
Wolosky at Olshan, Fax No. (212) 451-2222.

      10. Each party  acknowledges that Olshan shall act as counsel for both the
Group and Ramius Capital and its affiliates  relating to their investment in the
Company.

      11. Each of the  undersigned  parties  hereby  agrees that this  Agreement
shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.


                                       2



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the day and year first above written.


PARCHE, LLC                                 RCG STARBOARD ADVISORS, LLC

STARBOARD VALUE &                           By: Ramius Capital Group, L.L.C.,
OPPORTUNITY FUND, LLC                       its sole member


By: RCG Starboard Advisors, LLC, their
managing member                            RAMIUS CAPITAL GROUP, L.L.C.
                                           By: C4S & Co., L.L.C.,
                                               as managing member
STARBOARD VALUE AND
OPPORTUNITY MASTER FUND LTD.               C4S & CO., L.L.C.

By: RCG Starboard Advisors, LLC, its
investment manager


                        By: /s/ Jeffrey M. Solomon
                           ---------------------------
                         Name: Jeffrey M. Solomon
                         Title: Authorized Signatory

/s/ Jeffrey M. Solomon                     /s/ Mark Mitchell
- --------------------------------           --------------------------------
JEFFREY M. SOLOMON                         MARK MITCHELL


Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss

/s/ Lee Meyer                              /s/ Michael Caporale, Jr.
- --------------------------------           --------------------------------
LEE MEYER                                  MICHAEL CAPORALE, JR.
EX-99.2 3 ex992tosc13d06297022_101007.htm POWER OF ATTORNEY sec document 

                                                                    Exhibit 99.2


                                POWER OF ATTORNEY

The  undersigned  hereby  appoints  Peter A. Cohen,  Morgan B. Stark,  Thomas W.
Strauss and Jeffrey M. Solomon,  or any of them, his true and lawful attorney-in
fact and agent to execute and file with the Securities  and Exchange  Commission
any Schedule 13D, Schedule 13G, any settlement agreement,  any amendments to any
of the foregoing and any related documentation which may be required to be filed
in his individual capacity as a result of the undersigned's beneficial ownership
of,  or  participation  in a group  with  respect  to,  securities  directly  or
indirectly  beneficially  owned  by  Ramius  Capital  Group,  LLC  or any of its
affiliates,  and granting  unto said  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing which he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may  lawfully do or cause to be done by virtue  hereof.  The  authority of
Peter A, Cohen,  Morgan B. Stark,  Thomas W. Strauss and Jeffrey M. Solomon,  or
any of them,  under this Power of Attorney  shall  continue  with respect to the
undersigned until the undersigned is no longer required to file Schedule 13Ds or
Schedule 13Gs unless revoked earlier in writing.

Date: August 16, 2007

                          /s/ Peter A. Cohen
                          --------------------------
                          Peter A. Cohen


                          /s/ Morgan B. Stark
                          --------------------------
                          Morgan B. Stark


                          /s/ Jeffrey M. Solomon
                          --------------------------
                          Jeffrey M. Solomon


                          /s/ Thomas W. Strauss
                          --------------------------
                          Thomas W. Strauss
EX-99.3 4 ex993tosc13d06297022_101007.htm FORM OF INDEMNIFICATION LETTER AGREEMENT sec document 

                                                                    Exhibit 99.3


                STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
                                   PARCHE, LLC
                         C/O RCG STARBOARD ADVISORS, LLC
                          666 THIRD AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10017


                                October ___, 2007


                        Re:   A. SCHULMAN, INC.

Dear __________:

      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors  of  A.  Schulman,   Inc.   ("SHLM")  in  connection  with  the  proxy
solicitation  that Starboard Value and Opportunity  Master Fund Ltd. and Parche,
LLC (collectively,  the "Ramius Group") are considering  undertaking to nominate
and elect directors at SHLM's 2007 annual meeting of stockholders,  or any other
meeting  of   stockholders   held  in  lieu  thereof,   and  any   adjournments,
postponements,   reschedulings  or  continuations  thereof  (the  "Ramius  Group
Solicitation").  Your  outstanding  qualifications,  we  believe,  will  prove a
valuable asset to SHLM and all of its  stockholders.  This letter will set forth
the terms of our agreement.

      The members of the Ramius Group agree to jointly and  severally  indemnify
and hold  you  harmless  against  any and all  claims  of any  nature,  whenever
brought,   arising   from  the  Ramius  Group   Solicitation   and  any  related
transactions,  irrespective of the outcome; PROVIDED, however, that you will not
be entitled to  indemnification  for claims arising from your gross  negligence,
willful misconduct, intentional and material violations of law, criminal actions
or material breach of the terms of this agreement;  PROVIDED FURTHER,  that this
indemnification  agreement and all of the Ramius Group's  obligations  hereunder
shall not apply to any of your actions or omissions as a director of SHLM.  This
indemnification will include any and all losses, liabilities,  damages, demands,
claims, suits, actions, judgments, or causes of action,  assessments,  costs and
expenses,  including,  without  limitation,   interest,  penalties,   reasonable
attorneys'  fees,  and any and all  reasonable  costs and  expenses  incurred in
investigating,  preparing  or  defending  against any  litigation,  commenced or
threatened,  any civil,  criminal,  administrative or arbitration action, or any
claim  whatsoever,  and any and all amounts paid in  settlement  of any claim or
litigation asserted against, resulting, imposed upon, or incurred or suffered by
you,  directly or  indirectly,  as a result of or arising  from the Ramius Group
Solicitation and any related transactions (each, a "Loss").

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss,  you shall give the Ramius Group prompt  written notice of
such claim or Loss  (provided  that failure to promptly  notify the Ramius Group
shall not  relieve  us from any  liability  which we may have on account of this
Agreement, except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, the Ramius Group will provide you
with counsel to represent  you. Such counsel  shall be reasonably  acceptable to
you. In addition, you will be reimbursed promptly for all Losses suffered by you
and as  incurred  as provided  herein.  The Ramius  Group may not enter into any
settlement of loss or claim without your consent unless such settlement includes
a release of you from any and all liability in respect of such claim.

      You  hereby  agree to keep  confidential  and not  disclose  to any party,
without  the  consent of the Ramius  Group,  any  confidential,  proprietary  or
non-public information (collectively,  "Information") of the Ramius Group or its



affiliates  which you have heretofore  obtained or may obtain in connection with
your service as a nominee hereunder.  Notwithstanding the foregoing, Information
shall not include any information that is publicly disclosed by the Ramius Group
or its  affiliates  or any  information  that  you can  demonstrate  is now,  or
hereafter  becomes,  through no act or  failure  to act on your part,  otherwise
generally known to the public.

      Notwithstanding  the  foregoing,  if you are required by  applicable  law,
rule,  regulation  or legal  process to disclose any  Information  you may do so
provided  that you first  promptly  notify the  Ramius  Group so that the Ramius
Group or any member  thereof may seek a  protective  order or other  appropriate
remedy or, in the Ramius  Group's sole  discretion,  waive  compliance  with the
terms of this  Agreement.  In the event that no such  protective  order or other
remedy is obtained or the Ramius Group does not waive  compliance with the terms
of this Agreement,  you may consult with counsel at the cost of the Ramius Group
and you may furnish only that portion of the  Information  which you are advised
by counsel is legally  required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.

      All  Information,  all copies thereof,  and any studies,  notes,  records,
analysis,  compilations  or other  documents  prepared  by you  containing  such
Information,  shall be and remain the property of the Ramius Group and, upon the
request of a representative  of the Ramius Group, all such information  shall be
returned  or,  at the  Ramius  Group's  option,  destroyed  by  you,  with  such
destruction confirmed by you to the Ramius Group in writing.

      This  letter  agreement  shall be governed by the laws of the State of New
York, without regard to the principles of the conflicts of laws thereof.


                                      * * *



      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                    Very truly yours,

                                    STARBOARD VALUE AND OPPORTUNITY
                                    MASTER FUND LTD.

                                    By: RCG Starboard Advisors, LLC, its
                                    investment manager

                                    By:
                                       ----------------------------------------
                                    Name:
                                    Title: Authorized Signatory


                                    PARCHE, LLC

                                    By: RCG Starboard Advisors, LLC, its
                                    managing member

                                    By:
                                        ---------------------------------------
                                    Name:
                                    Title: Authorized Signatory


ACCEPTED AND AGREED:



- ---------------------------
EX-99.4 5 ex994tosc13d06297022_101007.htm FORM OF COMPENSATION LETTER AGREEMENT sec document 

                                                                    Exhibit 99.4


                           RCG STARBOARD ADVISORS, LLC
                          666 THIRD AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10017


                                    October ___, 2007


Dear _________:

      This letter sets forth our mutual  agreement with respect to  compensation
to be paid to you for your  agreement  to be named and  serve as a nominee  of a
group of investors (the "Ramius Group"),  including RCG Starboard Advisors, LLC,
a subsidiary of Ramius Capital Group, L.L.C. ("RCG Starboard"),  for election as
a director of A.  Schulman,  Inc. (the  "Company") at the Company's  2007 annual
meeting  of  stockholders,  or any other  meeting of  stockholders  held in lieu
thereof,  and any  adjournments,  postponements,  reschedulings or continuations
thereof (the "Annual Meeting").

      1. CASH PAYMENT; PROFIT PARTICIPATION.  In consideration of your agreement
         to be named and serve as nominee of the Ramius  Group for election as a
         director of the Company at the Annual Meeting,  the undersigned  hereby
         agrees to (i) pay you $5,000 in cash upon the Ramius Group submitting a
         letter to the Company  nominating you for election as a director of the
         Company (with such payment to be made as soon as reasonably practicable
         after you have been  nominated)  and (ii) in the event the Ramius Group
         files a  definitive  proxy  statement  with  the  U.S.  Securities  and
         Exchange Commission (the "Proxy Statement")  relating to a solicitation
         of proxies in favor of your  election  as a director  of the Company at
         the Annual Meeting (the date of such filing being hereinafter  referred
         to as the  "Proxy  Filing  Date"),  to allow  you to  receive  a profit
         participation  with  respect  to  the  sale  by  RCG  Starboard  or its
         affiliates,  as the case may be, of the last $20,000 worth of shares of
         the Company's common stock (the  "Participation  Shares")  beneficially
         owned by RCG Starboard to a third party unaffiliated with any member of
         the  Ramius  Group.  The  number  of  Participation   Shares  shall  be
         determined  by dividing  $20,000 by the closing  price of the Company's
         common stock on the Proxy Filing Date (the "Proxy Date Closing Price").
         Your profit  participation  shall entitle you to receive a cash payment
         equal to the  amount,  if any,  by which the  proceeds  received by RCG
         Starboard or its  affiliates,  as the case may be, from the sale of the
         Participation  Shares exceeds $20,000 in the aggregate (the "Contingent
         Payment").

      2. RIGHTS AS A STOCKHOLDER.  Your right to receive the Contingent  Payment
         shall not entitle you to any rights as a  stockholder  of the  Company,
         including,  without limitation, any voting rights or disposition rights
         with respect to the Participation Shares.



      3. FORFEITURE  OF  PROFIT  PARTICIPATION.   The  profits  related  to  the
         Participation  Shares will be paid to you in all circumstances upon and
         subject to the sale of the  Participation  Shares except (i) if you are
         not named in the Proxy  Statement  or if you  withdraw  your consent to
         serve as a director nominee of the Ramius Group after the filing of the
         Proxy  Statement,  (ii) if elected to the Company's Board of Directors,
         you  voluntarily  cease to serve as a director of the Company  prior to
         the  expiration  of  your  term,  (iii)  if you are in  breach  of your
         obligations under the indemnification agreement between us.

      4. NON-TRANSFERABILITY.   Your  right  to  the  profits   related  to  the
         Participation Shares is non-transferable.

      5. ENTIRE AGREEMENT.  AMENDMENT. This letter agreement contains the entire
         agreement between you and the undersigned and supersedes other oral and
         written  agreements  previously entered into by you and the undersigned
         concerning  the same  subject  matter.  This  letter  agreement  may be
         modified or rescinded only with the written consent of both parties.

      6. GOVERNING   LAW.  The  validity,   interpretation,   construction   and
         performance of this letter  agreement  shall be governed by the laws of
         the State of New York,  without regard to its principles of conflict of
         laws, and by applicable  laws of the United States.  The parties hereto
         consent to the  jurisdiction  of the New York  State and United  States
         courts  located in New York County,  New York for the resolution of any
         disputes  hereunder  and agree that  venue  shall be proper in any such
         court  notwithstanding  any principle of forum non  conveniens and that
         service of process on the parties  hereto in any proceeding in any such
         court may be effected in the manner  provided  herein for the giving of
         notices.  The parties hereto waive trial by jury in respect of any such
         proceeding.

      7. BINDING  EFFECT.  This  letter  agreement  shall  bind and inure to the
         benefit of you and your heirs, successors and assigns. If RCG Starboard
         transfers  all  of  the  Company's  common  stock  owned  by  it  to an
         affiliate,  RCG  Starboard,  as a condition  thereof,  shall cause such
         affiliate to assume the  obligations of RCG Starboard under this letter
         agreement.

      8. COUNTERPARTS.  This letter  agreement may be executed in  counterparts,
         each of which  shall be deemed  an  original,  and all of which,  taken
         together, shall constitute one and the same instrument.


                                       2



                              RCG STARBOARD ADVISORS, LLC


                              By:
                                 -----------------------------------------
                                 Name:
                                 Title:


Accepted and Agreed to:


- ------------------------------------------


                                       3
EX-99.5 6 ex995tosc13d06297022_101007.htm LETTER DATED JULY 5, 2007 sec document 

                                                                    Exhibit 99.5


                                   LETTERHEAD


                                                                    July 5, 2007


BY E-MAIL, FACSIMILE AND EXPRESS MAIL


A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Attention: Gary J. Elek, Corporate Secretary


Dear Sir:

      Starboard Value & Opportunity  Fund, LLC  ("Starboard")  is submitting the
attached  resolution  and  supporting  statement  for  inclusion  in  the  proxy
statement  of A.  Schulman,  Inc.  (the  "Company")  relating to the next annual
meeting of stockholders of the Company.  The resolution and supporting statement
attached  hereto as EXHIBIT A requests  that the Board of Directors  immediately
engage the services of an investment banking firm to evaluate  alternatives that
could  enhance  stockholder  value,  including  but not  limited  to a merger or
outright sale of the Company.

      As of the date hereof, Starboard is the beneficial owner of 678,184 shares
of common stock of the Company and intends to hold such shares  through the date
of the next annual meeting of  stockholders.  The shares are held in Starboard's
brokerage  account with Morgan Stanley & Co. (DTC  Participant  No. 050). Cede &
Co., as the nominee of The Depository Trust Company,  is the holder of record of
the shares.  As of the date hereof,  Starboard  has  continuously  held at least
$2,000 in market value of the Company's  securities  entitled to be voted on the
proposal for at least one year,  as evidenced by the letter from Morgan  Stanley
Prime Brokerage attached hereto as EXHIBIT B.

      Starboard's representatives will appear in person or by proxy to bring the
resolution  before the  meeting.  Of course,  we would be pleased if the Company
would waive this requirement

      This notice is submitted in accordance  with Rule 14a-8 of the  Securities
Exchange  Act of 1934,  as  amended.  The  attached  resolution  and  supporting
statement are requested to be included in the Company's  proxy  material for its
next annual  meeting of  stockholders.  Should you have any questions  regarding
this matter, please call the undersigned at (212) 201-4841.



                            Starboard Value & Opportunity Fund, LLC

                               By: Admiral Advisors, LLC, its investment manager

                               By: Ramius Capital Group, L.L.C., its sole member

                               By: /s/ Owen Littman
                                   ---------------------------------------------
                                   Owen Littman, Authorized Signatory



                                    EXHIBIT A

STOCKHOLDER PROPOSAL

      RESOLVED,  that the stockholders of A. Schulman,  Inc.  ("Schulman" or the
      "Company"),  hereby request that the Board of Directors immediately set up
      a special committee consisting solely of independent  directors that would
      engage the services of a nationally  recognized investment banking firm to
      evaluate  strategic  alternatives that would maximize  stockholder  value,
      including, but not limited to, a sale of the North American business, or a
      merger or an outright sale of the Company.

SUPPORTING STATEMENT:

This proposal provides  stockholders with the opportunity to advise the Board of
Directors of their  concerns  regarding  Schulman's  strategic  direction and to
express their desire to realize the full value of their  investment in Schulman.
As an owner,  together with our affiliates,  of approximately 3.0% of Schulman's
common  shares  outstanding,  we believe  that in order to maximize  stockholder
value the North American business or the Company should be sold.

In our view, the Company is significantly  undervalued due to steadily declining
gross profit and operating  margins,  which  represent  management's  failure to
proactively rationalize  manufacturing capacity and reduce operating expenses in
light of changing industry dynamics.  We believe  management's focus on top line
growth at the expense of maximizing  return on invested capital has weakened the
Company's competitive position.

The recent  operating  performance  provides  little hope for improvement in the
status quo.  Since fiscal year 2003,  despite  recording  restructuring  charges
totaling  approximately  $8.2M in four of the last five fiscal years,  the North
American segment has remained  unprofitable,  generating a cumulative  operating
loss of  approximately  $63.1M,  including  $18.9M in the first  nine  months of
fiscal 2007.

We do not believe this is an industry  problem.  In the last decade,  Schulman's
two  closest  public  company  peers,  Spartech  Corporation  (SEH) and  PolyOne
Corporation  (POL),  have grown net income at a compounded annual growth rate of
approximately 7.0% and 15.3%, respectively(1).  By way of comparison, Schulman's
ten-year net income compounded annual growth rate is negative 7.9%.

This performance,  spanning a decade,  necessitates a change in strategy. In our
opinion,  Schulman has a portfolio of valuable  assets,  the intrinsic  value of
which is not reflected in the current  market value.  Given  management's  track
record,  we do not believe the current  management  is capable of executing  the
necessary changes in strategy to realize the full value of the Company's assets.


- --------
(1) Source:  Public  company  documents.  Net income  numbers are as reported in
Company's public filings



Given the Board of  Directors'  fiduciary  obligation  to  maximize  stockholder
value,  we believe  that a sale of the North  American  business,  or the entire
Company,  is in the best  interest  of  stockholders  at this  time.  While  the
adoption of this proposal will not legally bind the Board of Directors, we trust
that given their  fiduciary  responsibilities,  the  Directors  will honor their
stockholders' request.

If you believe the Company should immediately explore  opportunities to maximize
the value of your shares, please vote FOR this proposal.



                                     EXHIBIT B
EX-99.6 7 ex996tosc13d06297022_101007.htm NOMINATION LETTER DATED OCTOBER 3, 2007 sec document 

                                                                    Exhibit 99.6


                STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
                         C/O RCG STARBOARD ADVISORS, LLC
                          666 THIRD AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10017

                                                                 October 3, 2007

BY FACSIMILE AND FEDERAL EXPRESS

A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Attn: Gary J. Elek, Corporate Secretary

      Re:   NOTICE OF  SHAREHOLDER  NOMINATION  FOR ELECTION OF DIRECTORS  FOR
            THE 2007 ANNUAL MEETING OF SHAREHOLDERS OF A. SCHULMAN, INC.

Dear Sir:

      This letter serves as notice to A. Schulman,  Inc., a Delaware corporation
("SHLM"  or  the  "Company"),  as to  the  nomination  by  Starboard  Value  and
Opportunity  Master Fund Ltd., an exempted  company  organized under the laws of
the Cayman  Islands  ("Starboard"),  of  nominees  for  election to the Board of
Directors of SHLM (the "SHLM Board") at the 2007 annual meeting of  shareholders
of SHLM, or any other  meeting of  shareholders  held in lieu  thereof,  and any
adjournments,  postponements,  reschedulings or continuations thereof (the "2007
Annual Meeting").

      This letter and all Exhibits attached hereto are collectively  referred to
as the "Notice."  Starboard is the beneficial  owner of 385,951 shares of common
stock, $1.00 par value per share (the "Common Stock"),  of SHLM, 1,000 shares of
which are held of record. Starboard hereby nominates and notifies the Company of
its intent to nominate Jeffrey Solomon, Mark Mitchell, Michael Caporale, Jr. and
Lee Meyer as nominees  (the  "Nominees")  to be elected to the SHLM Board at the
2007 Annual  Meeting.  Starboard  believes  that the terms of four (4) Class III
directors currently serving on the SHLM Board expire at the 2007 Annual Meeting.
To the extent that there are in excess of four (4)  vacancies  on the SHLM Board
to be filled by election at the 2007 Annual  Meeting or SHLM  increases the size
of the SHLM Board  above its  existing  size,  Starboard  reserves  the right to
nominate  additional nominees to be elected to the SHLM Board at the 2007 Annual
Meeting.  Additional  nominations  made pursuant to the  preceding  sentence are
without  prejudice to the position of Starboard that any attempt to increase the
size of the current SHLM Board or to  reconstitute or reconfigure the classes on
which the current directors serve constitutes an unlawful manipulation of SHLM's
corporate machinery. If this Notice shall be deemed for any reason by a court of
competent  jurisdiction to be ineffective  with respect to the nomination of any
of the Nominees  nominated by  Starboard at the 2007 Annual  Meeting,  or if any
individual  Nominee  shall be unable to serve for any reason,  this Notice shall
continue to be  effective  with respect to the  remaining  Nominee and as to any
replacement Nominee(s) selected by Starboard.




      Below please find  information  required by Article III,  Section 3 of the
Amended and Restated Bylaws of SHLM (the "SHLM  Bylaws"),  Regulation 14A of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") and other
information  concerning  the Nominees for election as Class III directors at the
2007 Annual Meeting.

      MICHAEL  CAPORALE,  JR.  (AGE 56)  served as  President,  Chief  Executive
Officer and a director of Associated  Materials,  Inc., a leading North American
manufacturer and distributor of exterior building  products ("AMI"),  from April
2002  until June 2006 and as  Chairman  of the Board of AMI from  December  2004
until  December  2006. Mr.  Caporale also served as President,  Chief  Executive
Officer and a director of Associated  Materials Holdings Inc., the direct parent
of AMI  ("Holdings"),  from April 2002 until June 2006, and as President,  Chief
Executive  Officer and a director of AMH  Holdings,  Inc.,  the direct parent of
Holdings ("AMH"),  from March 2004 until June 2006. In December 2004, AMH sold a
50% equity  interest in AMH to  affiliates  of  Investcorp  S.A. From 2000 until
April 2002,  Mr.  Caporale  served as President and Chief  Executive  Officer of
AMI's Alside division. In April 2002, AMI was transitioned from a public company
to private  ownership  following  the  completion  of a $436 million cash tender
offer by Harvest  Partners,  a private  equity firm.  Prior to joining AMI, from
1995 through 2000,  Mr.  Caporale  served as President of Great Lakes Window,  a
division of Ply Gem Industries,  Inc., a building  products  manufacturer  ("Ply
Gem"). From 1992 through 1995, Mr. Caporale served as Vice President, Operations
of Enerpac,  a division of Applied  Power,  Inc.,  where he  developed  logistic
systems for the U.S.,  Asia and Europe  markets.  Mr.  Caporale began his career
with General  Electric,  Inc.  ("GE") where he spent  seventeen years in various
operating  positions in GE's Appliance,  Jet Engine and Transformer  businesses.
Mr. Caporale  received a B.S. in Civil  Engineering and an M.B.A.  from Syracuse
University.  The  principal  business  address of Mr.  Caporale is 3668 Shetland
Trail,  Richfield,  Ohio 44286. The residential  address of Mr. Caporale is 3668
Shetland Trail, Richfield,  Ohio 44286. As of the date hereof, Mr. Caporale does
not own any  securities  of SHLM nor has he made any  purchases  or sales of any
securities of SHLM during the past two years.

      LEE MEYER (AGE 58) served as President and Chief Executive  Officer of Ply
Gem from  January  2002 to  October  2006.  Mr.  Meyer  previously  had been the
President  of Variform,  Inc.  ("Variform"),  Ply Gem's  Siding and  Accessories
business, since 1998. Mr. Meyer joined Variform in 1993 as the Vice President of
Manufacturing,  and served as Vice President of Operations from 1994 to 1996 and
as Senior Vice President and General Manager from 1996 to 1998. Prior to joining
Variform, Mr. Meyer held positions at GE Plastics, Borg Warner Chemicals and the
Chemicals  Division of Quaker Oats. Mr. Meyer served as a member of the Board of
Directors  of PW Eagle,  Inc.,  a  polyvinyl  chloride  (PVC) pipe and  fittings
manufacturer,  from May 2006 until its acquisition by J-M Manufacturing Company,
Inc. in June 2007.  Mr.  Meyer has been a member of the Vinyl  Siding  Institute
("VSI") since 1994, and is currently a member of VSI's Board of Directors and is
the  Chairman  of  VSI's  Certification  Oversight  Committee,   which  oversees
voluntary minimum standards for vinyl siding products. Mr. Meyer received a B.S.
in  Chemical  Engineering  and an  M.B.A.  in  Finance  and  Economics  from the
University of Nebraska.  Mr. Meyer is also a Registered  Professional  Engineer.
The  principal  business  address  of Mr.  Meyer is 208 Shawna  Drive,  Kearney,
Missouri  64060.  The  residential  address of Mr.  Meyer is 208  Shawna  Drive,
Kearney,  Missouri  64060.  As of the date  hereof,  Mr.  Meyer does not own any
securities of SHLM nor has he made any  purchases or sales of any  securities of
SHLM during the past two years.


                                       2


      JEFFREY M. SOLOMON (AGE 41) is a Managing  Member of Ramius Capital Group,
L.L.C., a private investment management firm ("Ramius Capital"), and a member of
Ramius Capital's  Executive  Committee and Management  Board.  Along with Morgan
Stark, Mr. Solomon is responsible for overseeing Ramius Capital's multi-strategy
and single strategy investment platforms. Mr. Solomon was previously responsible
for managing a number of specific  investment  portfolios at Ramius Capital and,
until recently, was also responsible for overseeing Ramius Capital's technology,
operations and finance functions.  Mr. Solomon joined Ramius Capital when it was
founded  in 1994.  From  1991 to 1994,  Mr.  Solomon  was at  Republic  New York
Securities  Corporation,  the brokerage affiliate of Republic National Bank (now
part of the HSBC  Group)  ("Republic").  As head of  Corporate  Development  and
Strategic  Planning,  Mr. Solomon  coordinated  the budget process and marketing
effort of Republic and directed its numerous regulatory filings with the Federal
Reserve Board. In 1993, Mr. Solomon supervised  Republic's expansion into Europe
by overseeing the creation of its U.K. affiliate.  He was named Republic's Chief
Administrative  Officer and was  responsible  for supervising the integration of
systems and operations on a worldwide  basis. He was also a member of the Credit
Committee of  Republic's  Board of  Directors.  Prior to joining  Republic,  Mr.
Solomon was in the Mergers and  Acquisitions  Group at Shearson Lehman Brothers.
Mr.  Solomon was also part of the  internal  corporate  finance team at Shearson
Lehman  Brothers that worked  closely with senior  management in evaluating  the
company's  operations,  capital usage and investment  strategies,  including the
acquisition and disposition of corporate assets.  Currently,  Mr. Solomon serves
on the Board of Directors of Hale & Hearty  Soups,  a New York based  restaurant
chain and NuGo Nutrition,  the  manufacturer of NuGo Nutrition Bars. Mr. Solomon
received a B.A. in Economics from the University of Pennsylvania.  The principal
business address of Mr. Solomon is c/o Ramius Capital Group,  L.L.C.,  666 Third
Avenue,  26th Floor,  New York, New York 10017.  The residential  address of Mr.
Solomon is 44 Kilmer Road, Larchmont,  New York 10538. As of the date hereof, as
a Managing Member of Ramius  Capital,  Mr. Solomon may be deemed to beneficially
own  1,335,150  shares  of  Common  Stock of  SHLM.  For  information  regarding
purchases  and  sales  during  the past  two  years by  Ramius  Capital  and its
affiliates in securities of SHLM (without conceding that any such information is
required to be disclosed in this Notice), please see EXHIBIT A.

      MARK MITCHELL (AGE 46) is a partner of Ramius  Capital,  a position he has
held since February 2007, and is a member of Ramius Capital's  Management Board.
Prior to February 2007, Mr. Mitchell served as an Executive Managing Director of
Ramius  Capital since July 2006 and as a Managing  Director  since 1999. He is a
member of the board of directors of CPI Corporation, an NYSE-listed company, and
I-many,  Inc.,  a  Nasdaq-listed  company.  Mr.  Mitchell  has  over 23 years of
investment  management  experience and currently heads Ramius  Capital's  merger
arbitrage business and co-heads Ramius Capital's  opportunistic  value investing
business.  Mr.  Mitchell  holds a B.S.  in  Economics  from  the  University  of
Pennsylvania,   Wharton  School  of  Business,  and  an  M.B.A.  from  New  York
University,  Stern School of Business.  The  principal  business  address of Mr.
Mitchell is c/o Ramius Capital Group,  L.L.C., 666 Third Avenue, 26th Floor, New
York,  New York 10017.  The  residential  address of Mr.  Mitchell is 8 Kirkview
Circle,  Westfield,  New Jersey 07090. As of the date hereof,  Mr. Mitchell does
not own any  securities  of SHLM,  nor has he made any purchases or sales of any
securities of SHLM during the past two years.


                                       3


      Starboard  and certain other  affiliates of Ramius  Capital have signed or
intend to sign letter agreements  pursuant to which they agree to indemnify each
of Messrs. Solomon, Mitchell, Caporale and Meyer against claims arising from the
solicitation  of proxies from SHLM's  shareholders  in connection  with the 2007
Annual Meeting and any related transactions.

      In addition,  RCG Starboard Advisors,  LLC, a subsidiary of Ramius Capital
("RCG Starboard"),  has signed or intends to sign compensation letter agreements
with each of Messrs.  Caporale and Meyer pursuant to which RCG Starboard  agrees
to pay each such nominee  $5,000 in cash upon the  submission  of this letter by
Starboard  to  SHLM.  Pursuant  to  such  compensation  letter  agreements,  RCG
Starboard will also agree that upon the filing of a definitive  proxy  statement
with  the  Securities  and  Exchange   Commission  (the  "SEC")  relating  to  a
solicitation  of proxies in favor of each such nominee's  election as a director
at the 2007  Annual  Meeting,  RCG  Starboard  will allow  each such  nominee to
receive a profit  participation with respect to the sale by RCG Starboard or its
affiliates  of the  last  $20,000  worth  of  shares  of  Common  Stock  of SHLM
beneficially owned by RCG Starboard to an unaffiliated third party.

      Ramius Capital has jointly filed a Schedule 13D with respect to the Common
Stock with  certain  other  entities  and  persons  pursuant  to a joint  filing
agreement. Mr. Solomon is a member of a Section 13(d) group that includes Ramius
Capital, Starboard and certain other affiliates of Ramius Capital and is a party
to the aforementioned joint filing agreement.  Reference is made to the Schedule
13D  initially  filed on April 2, 2007,  as it may be amended  from time to time
(the "Schedule  13D"), as filed and to be filed with the Securities and Exchange
Commission (the "SEC"), for information regarding other entities that are or may
be deemed to be members in a group described therein.

      Other than as stated above,  there are no arrangements  or  understandings
between  Starboard  and each Nominee or any other person or persons  pursuant to
which the nominations  described  herein are to be made, other than the consents
by the  Nominees  to be  named as a  nominee  in this  Notice,  to be named as a
nominee  in any  proxy  statement  filed by  Starboard  in  connection  with the
solicitation  of SHLM  shareholders  and to serve as a director  of SHLM,  if so
elected. Such consents are attached hereto as EXHIBIT B.

      Except as set forth in this Notice  (including the Exhibits  hereto),  (i)
during the past 10 years, no Nominee has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); (ii) no Nominee directly
or indirectly  beneficially  owns any securities of SHLM;  (iii) no Nominee owns
any securities of SHLM which are owned of record but not  beneficially;  (iv) no
Nominee has purchased or sold any  securities of SHLM during the past two years;
(v) no part of the  purchase  price or market  value of the  securities  of SHLM
owned by any Nominee is represented by funds borrowed or otherwise  obtained for
the purpose of  acquiring  or holding  such  securities;  (vi) no Nominee is, or
within  the  past  year  was,  a  party  to  any   contract,   arrangements   or
understandings  with  any  person  with  respect  to  any  securities  of  SHLM,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits,  or the giving or  withholding  of proxies;  (vii) no  associate of any


                                       4


Nominee owns  beneficially,  directly or  indirectly,  any  securities  of SHLM;
(viii) no Nominee owns beneficially,  directly or indirectly,  any securities of
any parent or subsidiary of SHLM; (ix) no Nominee or any of his associates was a
party to any transaction, or series of similar transactions, since the beginning
of SHLM's last fiscal year, or is a party to any currently proposed transaction,
or series of similar transactions,  to which SHLM or any of its subsidiaries was
or is to be a party,  in which the  amount  involved  exceeds  $120,000;  (x) no
Nominee or any of his associates has any arrangement or  understanding  with any
person with respect to any future employment by SHLM or its affiliates,  or with
respect to any future  transactions  to which SHLM or any of its affiliates will
or may be a party;  and (xi) no Nominee has a  substantial  interest,  direct or
indirect,  by  securities  holdings or otherwise in any matter to be acted on at
the 2007 Annual Meeting.  There are no material proceedings to which any Nominee
or any of his  associates is a party adverse to SHLM or any of its  subsidiaries
or has a  material  interest  adverse to SHLM or any of its  subsidiaries.  With
respect  to  each  of the  Nominees,  none  of the  events  enumerated  in  Item
401(f)(1)-(6) of Regulation S-K of the Securities  Exchange Act of 1934 occurred
during the past five years.

      THE NAME AND RECORD ADDRESS OF THE SHAREHOLDER SUBMITTING THE NOTICE IS AS
FOLLOWS:

      Starboard Value and Opportunity Master Fund Ltd
      Citco Fund Services
      West Bay Rd
      Corporate Centre
      Georgetown  Cayman Islands

      THE CLASS AND  NUMBER OF  SHARES OF COMMON  STOCK  WHICH ARE  BENEFICIALLY
OWNED BY STARBOARD AS OF THE DATE HEREOF IS AS FOLLOWS:

      Starboard is currently the  beneficial  owner of 385,951  shares of Common
Stock of SHLM, 1,000 shares of which are held of record.

      DESCRIPTION OF ALL  ARRANGEMENTS OR  UNDERSTANDINGS  AMONG THE SHAREHOLDER
SUBMITTING THIS NOTICE AND EACH NOMINEE:

      Other than as stated herein,  there are no arrangements or  understandings
between  Starboard  and each Nominee or any other person or persons  pursuant to
the nominations described herein.

      A  REPRESENTATION  THAT THE SHAREHOLDER  SUBMITTING THIS NOTICE INTENDS TO
APPEAR IN PERSON OR BY PROXY AT THE  MEETING TO NOMINATE  THE  PERSONS  NAMED IN
THIS NOTICE:

      Starboard  represents that a representative of Starboard intends to appear
in  person  or by proxy at the 2007  Annual  Meeting  to  nominate  the  persons
specified in this Notice for election to the SHLM Board.


                                       5


      ALL OTHER INFORMATION FOR STARBOARD THAT WOULD BE REQUIRED TO BE FILED FOR
A PARTICIPANT IN A SOLICITATION SUBJECT TO SECTION 14 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, IS AS FOLLOWS:

      (a) ANY SUBSTANTIAL INTEREST,  DIRECT OR INDIRECT, BY SECURITY HOLDINGS OR
OTHERWISE,  OF  STARBOARD  IN ANY  MATTER  TO BE ACTED  UPON AT THE 2007  ANNUAL
MEETING:

      Starboard does not have a substantial  interest in any matters to be acted
upon at the 2007 Annual Meeting except as otherwise set forth herein.

      (b) STATE WITH RESPECT TO ALL  SECURITIES OF THE  REGISTRANT  PURCHASED OR
SOLD WITHIN THE PAST TWO YEARS,  THE DATES ON WHICH THEY WERE  PURCHASED OR SOLD
AND THE AMOUNT PURCHASED OR SOLD ON EACH SUCH DATE:

      Please see Exhibit A for information  regarding purchases and sales during
the past two years by Starboard in securities of SHLM.

      (c) THE AMOUNT OF  SECURITIES  OF SHLM  OWNED  BENEFICIALLY,  DIRECTLY  OR
INDIRECTLY,  BY EACH OF THE PARTICIPANT'S ASSOCIATES AND THE NAME AND ADDRESS OF
EACH SUCH ASSOCIATE:

Name                  Business Address              Beneficial Ownership
- ----                  ----------------              --------------------

Starboard Value and   Citco Fund Services           385,951 shares
Opportunity Master    West Bay Rd.
Fund Ltd.             Corporate Centre
                      Georgetown Cayman Islands

Parche, LLC           666 Third Avenue              212,215 shares
                      26th Floor
                      New York, New York 10017

Starboard Value &     666 Third Avenue              736,984 shares
Opportunity Fund, LLC 26th Floor
                      New York, New York 10017

RCG Starboard         666 Third Avenue              1,335,150 shares
Advisors, LLC         26th Floor
                      New York, New York 10017

Ramius Capital        666 Third Avenue              1,335,150 shares
Group, L.L.C.         26th Floor
                      New York, New York 10017

C4S & Co., L.L.C.     666 Third Avenue              1,335,150 shares
                      26th Floor
                      New York, New York 10017

Peter A. Cohen        666 Third Avenue              1,335,150 shares
                      26th Floor
                      New York, New York 10017


                                       6


Morgan B. Stark       666 Third Avenue              1,335,150 shares
                      26th Floor
                      New York, New York 10017

Jeffrey M. Solomon    666 Third Avenue              1,335,150 shares
                      26th Floor
                      New York, New York 10017

Thomas W. Strauss     666 Third Avenue              1,335,150 shares
                      26th Floor
                      New York, New York 10017

Mark Mitchell         666 Third Avenue              0 shares
                      26th Floor
                      New York, New York 10017

Michael Caporale, Jr. 3668 Shetland Trail           0 shares
                      Richfield, Ohio 44286

Lee Meyer             208 Shawna Drive              0 shares
                      Kearney, Missouri 64060

      Except as set forth in this Notice  (including the Exhibits  hereto),  (i)
during  the past 10  years,  Starboard  has not  been  convicted  in a  criminal
proceeding  (excluding  traffic  violations  or  similar   misdemeanors);   (ii)
Starboard  does not directly or indirectly  beneficially  own any  securities of
SHLM;  (iii)  Starboard  does not own any  securities of SHLM which are owned of
record  but not  beneficially;  (iv)  Starboard  has not  purchased  or sold any
securities of SHLM during the past two years;  (v) no part of the purchase price
or market value of the  securities of SHLM owned by Starboard is  represented by
funds  borrowed or  otherwise  obtained  for the purpose of acquiring or holding
such  securities;  (vi)  Starboard  is not, nor within the past year has been, a
party to any  contract,  arrangements  or  understandings  with any person  with
respect  to any  securities  of  SHLM,  including,  but not  limited  to,  joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees  of  profit,  division  of  losses  or  profits,  or  the  giving  or
withholding  of proxies;  (vii) no  associate of  Starboard  owns  beneficially,
directly or indirectly,  any securities of SHLM;  (viii)  Starboard does not own
beneficially, directly or indirectly, any securities of any parent or subsidiary
of SHLM;  (ix) neither  Starboard nor any of its  associates  was a party to any
transaction,  or series of similar  transactions,  since the beginning of SHLM's
last fiscal year, or is a party to any currently proposed transaction, or series
of similar  transactions,  to which SHLM or any of its subsidiaries was or is to
be a party, in which the amount involved exceeds $120,000; (x) neither Starboard
nor any of its associates has any arrangement or  understanding  with any person
with respect to any future employment by SHLM or its affiliates, or with respect
to any future transactions to which SHLM or any of its affiliates will or may be
a party;  and (xi) Starboard does not have any substantial  interest,  direct or
indirect,  by  securities  holdings or otherwise in any matter to be acted on at
the 2007 Annual Meeting. There are no material proceedings to which Starboard or
any of its  affiliates  or  associates  is a party adverse to SHLM or any of its


                                       7


subsidiaries  or  has a  material  interest  adverse  to  SHLM  or  any  of  its
subsidiaries.  With respect to Starboard,  none of the events enumerated in Item
401(f)(1)-(6) of Regulation S-K of the Securities  Exchange Act of 1934 occurred
during the past five years.


                                    * * *


                                       8


      Please  address any  correspondence  to  Starboard  Value and  Opportunity
Master  Fund  Ltd.,  Attention:  Jeffrey C.  Smith,  telephone  (212)  845-7955,
facsimile  (212)  201-4802  and  Owen  S.  Littman,  telephone  (212)  201-4841,
facsimile  (212)  845-7995  (with a copy to our counsel,  Olshan  Grundman Frome
Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street,  New York, New
York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile
(212)  451-2222).  The  giving  of this  Notice  is not an  admission  that  any
purported  procedures  for notice  concerning the nomination of directors to the
SHLM Board and submission of business proposals are legal, valid or binding, and
Starboard reserves the right to challenge their validity.

                                    Very truly yours,

                                    STARBOARD VALUE AND OPPORTUNITY MASTER
                                    FUND LTD.

                                    By: /s/ Mark Mitchell
                                        ----------------------------------------
                                    Name:  Mark Mitchell
                                    Title: Authorized Signatory




                                    EXHIBIT A

                       TRANSACTIONS IN SECURITIES OF SHLM
                            DURING THE PAST TWO YEARS

  Shares of Common Stock           Price Per                  Date of
    Purchased / (Sold)              Share($)              Purchase / Sale
    ------------------              --------              ---------------

                     STARBOARD VALUE & OPPORTUNITY FUND, LLC
                     ---------------------------------------

           3,114                    22.4965                   08/21/06
           5,430                    22.5000                   08/21/06
            (507)                   24.5268                   11/09/06
         (33,600)                   24.5004                   11/09/06
         (21,000)                   24.6002                   11/10/06
          (2,268)                   24.5307                   11/13/06
          (8,400)                   24.4350                   11/14/06
          (1,688)                   24.2575                   11/14/06
         (10,668)                   24.2266                   11/14/06
         (14,391)                   24.1085                   11/15/06
          (2,480)                   23.6113                   11/17/06
         (10,416)                   23.6003                   11/17/06
         (42,000)                   22.7300                   11/27/06
         (57,120)                   20.8111                   01/11/07
         (26,880)                   20.8505                   01/12/07
          (2,567)                   21.1286                   01/19/07
          (4,200)                   20.9000                   01/19/07
         (16,800)                   21.0261                   01/23/07
         (11,004)                   21.0010                   01/24/07
         (11,629)                   21.0000                   01/30/07
          (9,240)                   21.0730                   02/01/07
          (1,596)                   21.0000                   02/02/07
         (26,964)                   21.0115                   02/13/07
         (28,080)                   23.8951                   04/03/07
        (112,560)                   23.3090                   04/04/07
         (67,620)                   22.1172                   04/05/07
         (25,200)                   24.0521                   06/06/07
         (42,000)                   23.6795                   06/07/07
          67,200                    21.5275                   06/13/07
          84,000                    21.2981                   06/13/07




          33,946                    21.1200                   06/13/07
          42,000                    21.4000                   06/14/07
          21,000                    21.2522                   06/14/07
          42,000                    21.3740                   06/15/07
           5,336                    25.0783                   07/10/07
          13,020                    25.2256                   07/11/07
          20,160                    25.6809                   07/12/07
          20,284                    25.8910                   07/16/07

                STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
                ------------------------------------------------

          33,432                    22.4403                   08/03/07
          50,568                    21.4353                   08/06/07
          51,240                    20.3694                   08/07/07
          32,760                    20.9462                   08/08/07
          20,551                    19.6331                   08/09/07
          21,000                    19.6393                   08/09/07
          16,800                    20.7000                   08/14/07
           5,040                    20.4494                   08/28/07
          17,388                    20.9393                   08/29/07
          32,172                    21.3533                   08/30/07
          15,120                    21.4671                   08/31/07
           5,880                    21.6181                   09/04/07
          12,600                    21.2534                   09/05/07
          12,600                    21.3691                   09/06/07
          26,880                    19.4678                   09/14/07
          23,520                    19.5483                   09/17/07
           8,400                    19.8122                   09/18/07

                                   PARCHE, LLC
                                   -----------

           1,035                    22.5000                   08/21/06
             593                    22.4965                   08/21/06
             (97)                   24.5268                   11/09/06
          (6,400)                   24.5004                   11/09/06
          (4,000)                   24.6002                   11/10/06
            (432)                   24.5307                   11/13/06
          (1,600)                   24.4350                   11/14/06
            (321)                   24.2575                   11/14/06
          (2,032)                   24.2266                   11/14/06
          (2,741)                   24.1085                   11/15/06
            (472)                   23.6113                   11/17/06
          (1,984)                   23.6003                   11/17/06
          (8,000)                   22.7300                   11/27/06




         (10,880)                   20.8111                   01/11/07
          (5,120)                   20.8505                   01/12/07
            (489)                   21.1286                   01/19/07
            (800)                   20.9000                   01/19/07
          (3,200)                   21.0261                   01/23/07
          (2,096)                   21.0010                   01/24/07
          (2,215)                   21.0000                   01/30/07
          (1,760)                   21.0730                   02/01/07
            (304)                   21.0000                   02/02/07
          (5,136)                   21.0115                   02/13/07
          (7,020)                   23.8951                   04/03/07
         (21,440)                   23.3090                   04/04/07
         (12,880)                   22.1172                   04/05/07
          (4,800)                   24.0521                   06/06/07
          (8,000)                   23.6795                   06/07/07
          12,800                    21.5275                   06/13/07
          16,000                    21.2981                   06/13/07
           6,466                    21.1200                   06/13/07
           8,000                    21.4000                   06/14/07
           4,000                    21.2522                   06/14/07
           8,000                    21.3740                   06/15/07
           1,016                    25.0783                   07/10/07
           2,480                    25.2256                   07/11/07
           3,840                    25.6809                   07/12/07
           3,864                    25.8910                   07/16/07
           6,368                    22.4403                   08/03/07
           9,632                    21.4353                   08/06/07
           9,760                    20.3694                   08/07/07
           6,240                    20.9462                   08/08/07
           3,914                    19.6331                   08/09/07
           4,000                    19.6393                   08/09/07
           3,200                    20.7000                   08/14/07
             960                    20.4494                   08/28/07
           3,312                    20.9393                   08/29/07
           6,128                    21.3533                   08/30/07
           2,880                    21.4671                   08/31/07
           1,120                    21.6181                   09/04/07
           2,400                    21.2534                   09/05/07
           2,400                    21.3691                   09/06/07
           5,120                    19.4678                   09/14/07
           4,480                    19.5483                   09/17/07
           1,600                    19.8122                   09/18/07




                                 JEFFREY SOLOMON
                                 ---------------

                                      NONE




                                    EXHIBIT B

                                NOMINEE CONSENTS




                              MICHAEL CAPORALE, JR.
                               3668 Shetland Trail
                              Richfield, Ohio 44286

                                                              September 24, 2007

A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Attn: Gary J. Elek, Corporate Secretary

Dear Sir:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice provided by Starboard  Value and  Opportunity  Master
Fund Ltd.  ("Starboard")  of its  intention  to nominate  the  undersigned  as a
director of A.  Schulman,  Inc. ("A.  Schulman")  at the 2007 annual  meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"),  (ii)  being  named as a  nominee  in any  proxy  statement  filed by
Starboard in connection with the solicitation of proxies or written consents for
election  of the  undersigned  at the  Annual  Meeting,  and (iii)  serving as a
director of A. Schulman if elected at the Annual Meeting.

                                    Very truly yours,

                                    /s/ Michael Caporale, Jr.

                                    Michael Caporale, Jr.



                                    LEE MEYER
                                208 Shawna Drive
                                Kearney, MO 64060

                                                              September 24, 2007

A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Attn: Gary J. Elek, Corporate Secretary

Dear Sir:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice provided by Starboard  Value and  Opportunity  Master
Fund Ltd.  ("Starboard")  of its  intention  to nominate  the  undersigned  as a
director of A.  Schulman,  Inc. ("A.  Schulman")  at the 2007 annual  meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"),  (ii)  being  named as a  nominee  in any  proxy  statement  filed by
Starboard in connection with the solicitation of proxies or written consents for
election  of the  undersigned  at the  Annual  Meeting,  and (iii)  serving as a
director of A. Schulman if elected at the Annual Meeting.

                                    Very truly yours,

                                    /s/ Lee Meyer

                                    Lee Meyer



                                  MARK MITCHELL
                        c/o Ramius Capital Group, L.L.C.
                          666 Third Avenue, 26th Floor
                            New York, New York 10017

                                                              September 24, 2007

A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Attn: Gary J. Elek, Corporate Secretary

Dear Sir:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice provided by Starboard  Value and  Opportunity  Master
Fund Ltd.  ("Starboard")  of its  intention  to nominate  the  undersigned  as a
director of A.  Schulman,  Inc. ("A.  Schulman")  at the 2007 annual  meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"),  (ii)  being  named as a  nominee  in any  proxy  statement  filed by
Starboard in connection with the solicitation of proxies or written consents for
election  of the  undersigned  at the  Annual  Meeting,  and (iii)  serving as a
director of A. Schulman if elected at the Annual Meeting.

                                    Very truly yours,

                                    /s/ Mark Mitchell

                                    Mark Mitchell



                                 JEFFREY SOLOMON
                        c/o Ramius Capital Group, L.L.C.
                          666 Third Avenue, 26th Floor
                            New York, New York 10017

                                                              September 24, 2007

A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
Attn: Gary J. Elek, Corporate Secretary

Dear Sir:

      You are hereby notified that the  undersigned  consents to (i) being named
as a nominee in the notice provided by Starboard  Value and  Opportunity  Master
Fund Ltd.  ("Starboard")  of its  intention  to nominate  the  undersigned  as a
director of A.  Schulman,  Inc. ("A.  Schulman")  at the 2007 annual  meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"),  (ii)  being  named as a  nominee  in any  proxy  statement  filed by
Starboard in connection with the solicitation of proxies or written consents for
election  of the  undersigned  at the  Annual  Meeting,  and (iii)  serving as a
director of A. Schulman if elected at the Annual Meeting.

                                    Very truly yours,

                                    /s/ Jeffrey Solomon

                                    Jeffrey Solomon
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