-----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, NlZe8cqaa8JgzCujz1bgaoWnG5AyebSY+ece9de+Rjki0k0pH1gQ38s4oUloTx1u LAhWhGs5QlaMq9rCUAJTxQ== 0000950152-99-004596.txt : 19990518 0000950152-99-004596.hdr.sgml : 19990518 ACCESSION NUMBER: 0000950152-99-004596 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYERS INDUSTRIES INC CENTRAL INDEX KEY: 0000069488 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 340778636 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08524 FILM NUMBER: 99626419 BUSINESS ADDRESS: STREET 1: 1293 S MAIN ST CITY: AKRON STATE: OH ZIP: 44301 BUSINESS PHONE: 2162535592 MAIL ADDRESS: STREET 1: 1293 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44301 FORMER COMPANY: FORMER CONFORMED NAME: MYERS TIRE SUPPLY CO DATE OF NAME CHANGE: 19720609 10-Q 1 MYERS INDUSTRIES, INC. FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 ------------------------------------------------ or | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------- ---------------------- Commission file number I-8524 ------------------- MYERS INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO #34-0778636 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1293 SOUTH MAIN STREET, AKRON, OHIO 44301 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (330) 253-5592 ---------------------------- Indicate whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes . No X . --- --- Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five Years Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No . --- --- As of April 30, 1999, the number of shares outstanding of the issuer's Common Stock was: 18,382,955 ========== 2 -1- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS OF MARCH 31, 1999 AND DECEMBER 31, 1998 ------------------------------------------------------
March 31 December 31, ASSETS 1999 1998 - ------ ------------ ------------ CURRENT ASSETS Cash and temporary cash investments $13,112,571 $34,832,151 Accounts receivable-less allowances of $3,646,000 and $2,396,000, respectively 105,261,828 62,855,111 Inventories Finished and in-process products 50,809,938 44,182,030 Raw materials and supplies 19,823,204 9,236,913 ------------ ------------ 70,633,142 53,418,943 Prepaid expenses 1,344,967 2,543,996 ------------ ------------ TOTAL CURRENT ASSETS 190,382,508 153,650,201 OTHER ASSETS Excess of cost over fair value of net assets of companies acquired 150,209,732 37,481,612 Patents and other intangible assets 2,543,359 2,104,327 Other 4,571,236 4,028,655 ------------ ------------ 157,324,327 43,614,594 PROPERTY, PLANT & EQUIPMENT, AT COST Land 5,554,306 2,854,905 Buildings and leasehold improvements 65,119,356 53,484,959 Machinery and equipment 191,075,560 147,405,559 ------------ ------------ 261,749,222 203,745,423 Less allowances for depreciation and amortization 101,183,831 94,302,430 ------------ ------------ 160,565,391 109,442,993 ------------ ------------ $508,272,226 $306,707,788 ============ ============
3 -2- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS OF MARCH 31, 1999 AND DECEMBER 31, 1998 ------------------------------------------------------
March 31, December 31, LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 - ------------------------------------ ------------- ------------- CURRENT LIABILITIES Accounts payable $33,851,723 $15,863,124 Accrued expenses Employee compensation 20,589,617 13,094,384 Taxes, other than income taxes 2,743,384 1,316,457 Income taxes 6,948,119 1,357,241 Other 17,055,893 13,214,158 Current portion of long-term debt 8,545,071 6,388,146 ----------- ----------- TOTAL CURRENT LIABILITIES 89,733,807 51,233,510 LONG-TERM DEBT, less current portion 205,797,702 48,832,240 DEFERRED INCOME TAXES 4,208,546 3,953,185 SHAREHOLDERS' EQUITY Serial Preferred Shares (authorized 1,000,000) 0 0 Common Shares, without par value (authorized 30,000,000 shares; outstanding 18,361,165 and 18,285,126, respectively) 11,625,116 11,610,996 Additional paid-in capital 134,563,475 134,280,522 Accumulated other comprehensive income (1,703,150) (83,002) Retained income 64,046,730 56,880,337 ------------ ------------ 208,532,171 202,688,853 ------------ ------------ $508,272,226 $306,707,788 ============ ============
4 -3- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- CONDENSED STATEMENT OF CONSOLIDATED INCOME ------------------------------------------ FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 --------------------------------------------------
March 31, March 31, 1999 1998 ------------ ------------ Net sales $126,746,405 $88,191,166 Costs and expenses Cost of sales 79,519,275 57,575,412 Operating expenses 30,183,071 18,634,682 Interest expense, net 2,449,104 132,741 ------------ ------------ Total costs & expenses 112,151,450 76,342,835 Income before income taxes 14,594,955 11,848,331 Income taxes 6,327,000 4,858,000 ------------ ------------ Net income $8,267,955 $6,990,331 ============ ============ Net income per common share $.45 $.38 Dividends per common share $.06 $.05 Weighted average number of common shares outstanding 18,351,541 18,282,096
5 -4- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 --------------------------------------------------
March 31, March 31 1999 1998 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES -- -- Net income $8,267,955 $6,990,331 Items not affecting use of cash Depreciation 6,782,805 3,640,688 Amortization of excess of cost over fair value of net assets of companies acquired 1,195,822 253,454 Amortization of other intangible assets 200,120 112,854 Cash flow provided by (used for) working capital Accounts receivable (579,608) 513,905 Inventories 645,252 (1,294,215) Prepaid expenses 1,182,872 (691,398) Accounts payable and accrued expenses 5,385,386 3,408,032 ------------- ------------- Net cash provided by operating activities 23,080,604 12,933,651 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of business, net of cash acquired (139,214,843) (11,763,119) Additions to property, plant and equipment, net (5,552,743) (3,152,125) Other (3,106,815) 115,510 ------------- ------------- Net cash used for investing activities (147,874,401) (14,799,734) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings (repayments) - net 103,908,707 (1,503,350) Cash dividends paid (1,101,563) (914,176) Proceeds from issuance of common stock 297,073 182,181 Repurchase of common stock 0 (82,687) ------------- ------------- Net cash provided by (used for) financing activities 103,104,217 (2,318,032) (DECREASE) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS (21,689,580) (4,184,115) CASH AND TEMPORARY CASH INVESTMENTS JANUARY 1 34,832,151 6,297,726 ------------- ------------- CASH AND TEMPORARY CASH INVESTMENTS MARCH 31 $13,142,571 $2,113,611 ============= =============
6 -5- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- STATEMENT OF SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1999 -----------------------------------------
Accumulative Additional Other Comprehensive Common Paid-In Comprehensive Retained Income Stock Capital Income - ------------------------------------------------------------------------------------------------------------ Income December 31, 1998 $11,610,996 $134,280,522 ($83,002) $56,880,337 Net Income $8,267,955 8,267,955 Foreign Currency Translation Adjustment (1,620,148) (1,620,148) ------------ Comprehensive Income $6,647,807 ============ Common Stock Issued 14,120 282,953 Purchases for Treasury 0 0 Dividends (1,101,562) ------------------------------------------------------------- March 31, 1999 $11,625,116 $134,563,475 ($1,703,150) $64,046,730 =============================================================
7 -6- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- (1) STATEMENT OF ACCOUNTING POLICY The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1999, and the results of operations and cash flows for the three months ended March 31, 1999 and 1998. (2) ACQUISITIONS On February 4, 1999, the Company acquired all of the shares of the entities comprising Allibert Equipement, the material handling division of Sommer Allibert S.A. This transaction also completed the acquisition of Allibert-Contico, LLC, a joint venture between Sommer Allibert and Contico International, Inc. The acquired businesses have five manufacturing facilities in Europe and one in North America and had 1998 annual sales of approximately $145 million. The acquisitions will be accounted for under the purchase method of accounting and, accordingly, the total purchase price of approximately $150 million will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values. At March 31, 1999, the purchase price allocations have been based on estimates with the excess of purchase price over fair value of net assets acquired of approximately $110 million being amortized over lives of 16 and 40 years. The following unaudited proforma information presents a summary of consolidated results of operations of the Company and the acquired businesses as if the acquisitions had occurred January 1, 1998. 8 -7- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- (2) ACQUISITIONS (Con't)
Three Months Ended Three Months Ended March 31, 1999 March 31, 1998 --------------------- -------------------- Sales $135,255 $121,242 Net Income 7,763 4,917 Net Income Per Share .42 .27
These unaudited proforma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have resulted had the combination been in effect on January 1, 1998, or of future results. (3) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION The Company made cash payments for interest expense of $1,791,470 and $440,270 for the three months ended March 31, 1999 and 1998, respectively. Cash payments for income taxes were $568,598 and $1,021,198 for the three months ended March 31, 1999 and 1998, respectively. (4) SEGMENT INFORMATION The Company's business units have separate management teams and offer different products and services. Using the criteria of FASB No. 131, these business units have been aggregated into two reportable segments; Distribution of after-market repair products and services and Manufacturing of polymer and metal products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average gross margin and the impact of economic conditions on long-term financial performance). The Company's distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest. The Company's manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe. 9 -8- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- (4) SEGMENT INFORMATION (CON'T) The Company's manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe. Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income general corporate overhead expenses and interest expenses are not included.
Three Months Ended (In Thousands) March 31, --------------------------- Net Sales 1999 1998 --------- --------- Distribution of aftermarket repair products and services $34,941 $32,468 Manufacturing of polymer and metal products 94,876 58,776 Intra-segment elimination (3,071) (3,053) -------- ------- $126,746 $88,191 ======== ======= Income Before Income Taxes Distribution of aftermarket repair products and services $3,148 $2,577 Manufacturing of polymer and metal products 16,063 11,146 Corporate (2,167) (1,742) Interest expense - net (2,449) (133) ------- ------- $14,595 $11,848 ======= =======
10 -9- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- RESULTS OF OPERATIONS Net sales for the three months ended March 31, 1999 increased $38.6 million or 44 percent as the Company experienced significant improvements in both of its business segments. Sales in the Distribution segment increased $2.5 million or 8 percent primarily as a result of higher unit volumes. Sales in the Manufacturing segment increased $36.1 million or 61 percent with approximately 87 percent of the increase due to acquired companies not included in the prior year period. Without the acquisitions there was an 8 percent increase in sales for the Manufacturing segment which was primarily the result of higher unit volumes. Cost of sales increased $21.9 million or 38 percent reflecting the higher sales levels; however, gross profit as a percentage of sales improved from 34.7 percent to 37.3 percent. The gross margin improvement was primarily achieved in the Manufacturing segment reflecting lower raw material costs and greater utilization of plant capacity. Operating expenses for the quarter increased $11.5 million or 62 percent reflecting the additional operating costs of acquired companies as well as costs associated with the increase in sales. Expressed as a percentage of sales, operating expenses were 23.8 percent for the quarter ended March 31, 1999 compared with 21.1 percent in the prior year. Net interest expense increased to $2.4 million for the quarter ended March 31, 1999 from $132,741 in the prior year. This increase reflects the significantly higher borrowing levels resulting from business acquisitions. Income taxes as a percent of income before taxes was 43.3 percent for the three months ended March 31, 1999 compared with 41.0 percent in the prior year. The higher tax rate in 1999 is attributable to an increase in non-deductible amortization expense combined with foreign tax rate differences. 11 -10- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities was $23.1 million for the three months ended March 31, 1999 compared with $12.9 million for same period in the prior year. Long-term debt increased by $157 million from December 31, 1998 as a result of the Allibert Equipement acquisition and debt of percentage of total capitalization increased to 50 percent. Working capital decreased slightly to $100.6 million at March 31, 1999 and the Company's current ratio was 2.1 to 1. Capital expenditures for the three months ended March 31, 1999 were $5.6 million and the Company anticipates total capital expenditures in the range of $25.0 to $30.0 million for the full year. Management believes that anticipated cash flows from operations and available credit facilities will be sufficient to fund capital expenditures and meet its short-term and long-term needs. Year 2000 - --------- The Company has conducted a review to identify potential Year 2000 issues related to both information technology (IT) and non-information technology (non-IT) matters. The Company has developed plans for each of its business units to correct or replace existing IT systems where significant potential year 2000 failures could occur. The majority of core business software utilized by the Company was acquired from third parties. As of March 31, 1999, core Corporate financial software is Year 2000 compliant, and core business software for the business units is either Year 2000 compliant or has been upgraded, tested and is ready for implementation. Full implementation of Year 2000 compliant software for all business units is expected to be completed during the third quarter of 1999. The Company is also in the process of verifying Year 2000 readiness of non-IT systems, including production equipment as well as evaluating the status of key vendors and service providers to determine Year 2000 readiness and determine alternatives and contingency plan requirements. To date, no material problems have been identified, and the Company is confident that the Year 2000 issue will not create significant operational problems. To date, the funds which have been spent on year 2000 issues have not been material and based on current assessments remaining expenses are not expected to be material. 12 -11- PART II - OTHER INFORMATION --------------------------- MYERS INDUSTRIES, INC. ---------------------- Item 4. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION. (b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF REGULATIONS. Reference is made to Exhibit (3)(ii) to Form 10-Q filed with the Commission on May 14, 1994. 21 Subsidiaries of the Registrant 27 Financial Data Schedule (b) Form 8-K Form 8-K filed on February 19, 1999 regarding the completion of (a) the acquisition of the material handling division of Sommer Allibert S.A., and (b) a new $250.0 million multicurrency credit facility with NBD Bank, N.A. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MYERS INDUSTRIES, INC. 5/17/99 By: \s\ Gregory J. Stodnick - -------------------- ------------------------- Date Gregory J. Stodnick Vice President-Finance Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) EX-3.A 2 EXHIBIT 3(A) 1 EXHIBIT 3(A) AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MYERS INDUSTRIES, INC. Effective April 29, 1999 ARTICLE I NAME ---- The name of the corporation shall be "Myers Industries, Inc." ARTICLE II PRINCIPAL OFFICE ---------------- The place in the State of Ohio where the principal office of the corporation is to be located is the City of Akron, Summit County, Ohio. ARTICLE III PURPOSE ------- The purpose or purposes for which the corporation is formed are: To engage in the business of manufacturing, developing, supplying, promoting, distributing, leasing and selling at wholesale and retail the following: (1) Materials, tools, supplies, machinery and equipment for the servicing, repairing, recapping, vulcanizing and maintaining of tires; (2) Equipment and supplies as an aid to the selling of tires and tubes; (3) Automotive parts, supplies and accessories; (4) Cements and adhesives; 2 (5) Chemicals for vulcanizing and other purposes; (6) Rubber, plastic and metal parts and products; (7) Other products and merchandise of every kind and description. To carry on any activity for the purposes above stated, either directly or indirectly, and to do such further acts and things which the Board of Directors of the corporation may deem necessary or incidental to the foregoing purposes, and, in general, to carry on any other lawful business whatsoever in connection with the foregoing which the Board of Directors deems to be in furtherance of the foregoing purposes. The corporation reserves the right at any time and from time to time to change its purposes in any manner now or hereafter permitted by statue. Any change of the purposes of the corporation, whether substantial or not, authorized or approved by the holders of shares entitled to exercise that proportion of the voting power of the corporation now or hereafter required for such authorization or approval, shall be binding and conclusive upon every shareholder of the corporation as fully as if such shareholder had voted therefor; and no shareholder, notwithstanding that he may have voted against such change of purposes or may have objected in writing thereto, shall be entitled to payment of the fair cash value of his shares. In furtherance of and not in limitation of the general powers conferred by the laws of the State of Ohio and the objects and purposes herein set forth, this corporation shall also have the following powers, to-wit: To purchase, acquire, hold, convey, lease, manage, improve, use, exchange, encumber, mortgage, dispose of or deal in property, real or personal, tangible or intangible; to purchase, acquire, guarantee, hold, dispose of or deal in shares, bonds, or any other evidence of ownership or indebtedness or contracts of any other person, firm or corporation; to acquire the good will, rights and property and to undertake to hold all or any part of the assets or to assume the liabilities of any person, firm or corporation; to do any or all of the things herein set forth to the same extent as natural persons might or could do as principals, agents, trustees or otherwise, directly or indirectly, alone or with others insofar as such acts are permitted to be done by a corporation authorized under and by virtue of the General Corporation Laws of the State of Ohio. To do any and all other acts to the extent permitted by the General Corporation Law of the State of Ohio and which are not in violation of the laws of the State of Ohio. 2 3 ARTICLE IV AUTHORIZED STOCK ---------------- The maximum number of shares which the Company is authorized to issue and to have outstanding at any time shall be Sixty-One Million (61,000,000) which shall be classified as follows: A. Sixty Million (60,000,000) of said shares shall be Common Stock, without par value; and B. One Million (1,000,000) of said shares shall be Serial Preferred Stock, without par value, the express terms of which are set forth herein. 1. ISSUANCE. The shares of Serial Preferred Stock (herein called "Serial Preferred Stock") may be issued in series. The Board of Directors is hereby empowered to cause the entire unissued One Million (1,000,000) shares of Serial Preferred Stock to be issued in one or more series, from time to time, with such of the variations permitted by clauses (a) to (i), both inclusive, of section 2, as shall have been determined by the Board of Directors with respect to any shares prior to the issuance of such series; subject, however, to the provisions of sections 3 to 5, both inclusive, which provisions shall apply to all shares of Serial Preferred Stock. 2. SERIES. Serial Preferred Stock of different series may vary as to: (a) The designation of the series, which may be by distinguishing number, letter or title. (b) The number of shares of the series. (c) The dividend rates of the series. (d) The dates at which dividends, if declared, shall be payable. (e) The redemption terms, rights and price or prices per share of the series. (f) The terms and amount of any sinking fund provided for the purchase or redemption of shares of any series. (g) Whether the shares of the series shall be convertible into Common Shares and, if so, the conversion price or prices and the adjustments thereof, if any, and all other terms and conditions upon which such conversion may be made. 3 4 (h) The liquidation price of the series. (i) Restrictions on issuance of shares of the same series or of any other class or series. The Board of Directors is expressly authorized to adopt from time to time amendments to the Articles of Incorporation of the corporation fixing, with respect to said unissued shares of Serial Preferred Stock, or any series thereof, the items specified in clauses (a) to (i), both inclusive. 3. DIVIDEND RIGHTS. The holders of the Serial Preferred Stock of each series shall be entitled to receive if, as and when declared by the Board of Directors of the corporation out of any funds legally available therefor, dividends at the rate (and no more) and payable on the dates fixed for such series. Such dividends shall accrue and be cumulative from the first day of the dividend period in which each such share of Serial Preferred Stock is issued. A "dividend period" in respect of any share is the period between any two consecutive dividend payment dates, including the first of such dates as fixed for the series to which such share shall belong. Dividends in full shall not be declared and set apart for payment or paid on Serial Preferred Stock of any series for any dividend period unless dividends in full have been or are contemporaneously declared and set apart for payment or paid on Serial Preferred Stock of all series for the dividend periods terminating on the same or an earlier date. Dividends shall not be paid exclusively upon any one or more series of Serial Preferred Stock, but dividends shall be paid ratably upon all outstanding Serial Preferred Stock in the proportion to any one series that the annual dividend requirements of such series bear to the total annual dividend requirements of all outstanding Serial Preferred Stock. Accumulations of dividends shall not bear interest. As long as any Serial Preferred Stock is outstanding, the corporation shall not declare or pay dividends (other than dividends payable in shares of the corporation ranking junior to the Serial Preferred Stock) on Common Shares or on any shares ranking junior to the Serial Preferred Stock, or purchase, redeem or retire any Common Shares or any such junior shares, or distribute any of its assets to the holders thereof at any time, (1) when the corporation is in default in the payment of any dividend on any Serial Preferred Stock, or (2) when the corporation is in default in any way with respect to any retirement or sinking fund provided with respect to any series of Serial Preferred Stock. 4. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the corporation, the holders of Serial Preferred Stock of each series shall be entitled, before any distribution is made to the Common Shares or any shares ranking junior to the Serial Preferred Stock, to be paid out of funds available for distribution to shareholders such liquidation price as may be fixed in the amendments to the Articles of Incorporation adopted by the Board of Directors with respect to each such series, 4 5 plus, in each case, an amount equivalent to dividends accrued or in arrears thereon to the date full payment of such specified preferential amount is made to the holders thereof, and the Serial Preferred Stock shall not be entitled to any further payment. Neither the consolidation nor merger of the corporation with or into any other corporation or corporations, nor the sale of all or substantially all of its assets, shall be deemed to be a liquidation, dissolution or winding up of the corporation within the meaning of this section. 5. VOTING RIGHTS. The holders of Serial Preferred Stock shall be entitled to one vote for each share; and except as otherwise provided herein or required by law, the holders of Serial Preferred Stock and the holders of Common Shares shall vote together as one class on all matters. No adjustment of the voting rights of holders of Serial Preferred Shares shall be made for an increase or decrease in the number of Common Shares authorized or issued or for share splits or combinations of the Common Shares or for share dividends on any class of shares payable solely in Common Shares. If, and so often as, the corporation shall be in default in dividends in an amount equivalent to six full quarterly dividends on any series of Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Serial Preferred Stock of all series, voting separately as a class and in addition to all other rights to vote for Directors, shall be entitled to elect, as herein provided, two members of the Board of Directors of the corporation; provided, however, that the holders of Serial Preferred Stock shall not have or exercise such special class voting rights except at meetings of the shareholders for the election of Directors at which the holders of not less than 50 percent of the outstanding Serial Preferred Shares of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for herein when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on the Serial Preferred Stock of all series then outstanding shall have been paid, whereupon the holders of Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph. In the event of default entitling the holders of Serial Preferred Stock to elect two Directors as above specified, a special meeting of the shareholders for the purpose of electing such Directors shall be called by the Secretary of the corporation upon written request of, or may be called by, the holders of record of at least 15 percent of the Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt of the foregoing written request from the holders of Serial Preferred Stock. At any meeting at which the holders of Serial Preferred Stock shall be entitled to elect Directors, the holders of 50 percent of the then outstanding 5 6 Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for the purpose of such election, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which the holders of Serial Preferred Stock are entitled to elect as hereinabove provided. The two Directors who may be elected by the holders of Serial Preferred Stock pursuant to the foregoing provision shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the corporation or require the resignation of any Director elected otherwise than pursuant to such provisions. ARTICLE V PREEMPTIVE RIGHTS ----------------- The shareholders of the corporation shall have no preemptive rights to purchase, subscribe for or otherwise acquire any securities of the corporation which are now or may be authorized and issued from time to time and the authorized but unissued Common Shares and Serial Preferred Stock may be issued from time to time by the Board of Directors of the corporation, at such prices and upon such terms as said Board of Directors may determine. ARTICLE VI PURCHASE OF SHARES ------------------ The corporation may purchase or otherwise acquire, hold, redeem, cancel, retire, reissue and in any other manner deal in and with, and dispose of, from time to time and to the extent permitted by the laws of the State of Ohio, shares of any class issued by it. Such purchases may be made either in the open market or at private or public sale, and in such manner and amounts from such holder or holders of outstanding shares of the corporation and at such prices as the Board of Directors of the corporation shall from time to time determine, and the Board of Directors is hereby empowered to authorize such purchases from time to time without any vote or other action of the holders of any class of shares now or hereafter authorized and outstanding at the time of any such purchase. ARTICLE VII VOTING POWER ------------ Notwithstanding any provisions of the laws of the State of Ohio now or hereafter in force requiring the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation or of any class or classes of shares thereof on any proposal to effect a merger, consolidation, combination or majority share acquisition as such terms are defined in the laws of the State of Ohio, any such proposal may be approved by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes. 6 7 ARTICLE VIII DEALING WITH OFFICERS AND DIRECTORS ----------------------------------- A Director or Officer of the corporation shall not be disqualified by his office from dealing or contracting with the corporation as a lessor, vendor, purchaser, employee, agent or otherwise. No transaction, contract or other act of the corporation shall be void or voidable or in any way affected or invalidated by reason of the fact that any Director or Officer, or any firm, partnership or other corporation in which such Director or Officer is a member or is a partner, shareholder, director or officer, is in any way interested in such transaction, contract or other act, provided that the interest of such Director, Officer, firm, partnership, or other corporation is disclosed or known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such transaction, contract or other act shall be taken; nor shall any such Director or Officer be accountable or responsible to the corporation for or in respect of any such transaction, contract or other act of the corporation or for any gains or profits, realized by him by reason of the fact that he or any firm or partnership of which he is a member of partner, or any other corporation of which he is a shareholder, Director or Officer, is interested in such transaction, contract or other act; and any such Director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect of any such transaction, contract or other act, and may vote thereat to authorize, ratify or approve any such transaction, contract or other act with like force and effect as if he or any firm or partnership of which he is a member or partner or any other corporation of which he is a shareholder, Director or Officer, were not interested in such transaction, contract or other act. ARTICLE IX CUMULATIVE VOTING ----------------- No shareholder shall have the right to vote cumulatively in the election of Directors. 7 EX-21 3 EXHIBIT 21 1 EXHIBIT 21 US DOMESTIC OPERATIONS Ameri-Kart Corp. Kansas Buckhorn Inc. Ohio - Buckhorn Ltd. UK - Buckhorn Canada, Inc. Ontario, Canada - Buckhorn of California, Inc. Ohio - Buckhorn Rubber Products Inc. Missouri Eastern Tire Equipment & Supplies, Limited Quebec, Canada Elrick Industries, Inc. California The James C. Heintz Company Ohio MICO, Inc. U.S. Virgin Islands Midland Tire Supply, Inc. Indiana MYEcap Financial Corp. Ohio Myers International, Inc. Ohio Myers Missouri, Inc. Missouri - Allibert-Contico LLC (50%) Missouri - Allibert Industries Limitee Quebec, Canada Myers Systems, Inc. Ohio Myers Tire Supply (Canada) Limited Ontario, Canada Myers Tire Supply (Chicago), Inc. Illinois Myers Tire Supply (Nevada), Inc. Nevada Myers Tire Supply (New York), Inc. New York Myers Tire Supply (Va.), Inc. Virginia Patch Rubber Company North Carolina Plastic Parts, Inc. Kentucky OPERATING DIVISIONS Akro-Mils (of Myers Industries, Inc.) Akron, Ohio Molded Solutions (of Buckhorn Rubber Products Inc.) Mebane, NC Myers Tire Supply (of Myers Industries, Inc.) Akron, Ohio EUROPEAN AND FOREIGN OPERATIONS MYElin International Finance, SA France Myers A.E., SA France - ATMP France - SCI de la Plaine France - Holdiplast France - Allibert Equipement, SA France - Allibert Equipement US Inc. Delaware - Allibert-Contico LLC (50%) Missouri - Allibert Industries Limitee Quebec, Canada - Allibert Contenitori SpA Italy - Allibert Contentores Portugal - Sommer Allibert (UK) Ltd. UK - Allibert Manutencion S.A. Spain - Allibert Equipement Sprl Belgium - Allibert Transport und Lagertechnik Verwaltungsgesellschaft mbH Germany 2 - Allibert Transport und Lagertechnik GmbH & Co Kg Germany - Allibert Transport und Lagertechnik GmbH Austria - Allibert Anshan Cuves SARL (50.1%) China Myers de ElSalvador S.A. De C.V. El Salvador - Orientadores Comerciales S.A. Guatemala - Myers de Panama S.A. Panama raaco International A/S Denmark - raaco Denmark A/S Denmark - Moderne Dansk Lagerindretning Denmark - raaco Germany Germany - raaco Austria Austria - raaco France France - raaco Suisse Switzerland - raaco Great Britain UK - raaco Sweden Sweden - raaco Benelux B.V. Netherlands EX-27 4 EXHIBIT 27
5 YEAR DEC-31-1999 JAN-01-1999 MAR-31-1999 13,142,571 0 105,261,828 3,646,000 70,633,142 190,382,508 261,749,222 101,183,831 508,272,226 89,733,807 0 0 0 11,625,116 196,907,055 508,272,226 126,746,405 126,746,405 79,519,275 96,564,797 13,137,549 3,646,000 2,449,104 14,594,955 6,327,000 8,267,955 0 0 0 8,267,955 0.45 0.45
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