8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 3, 2008

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8524	34-0778636
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

1293 South Main Street, Akron, OH	44301
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code (330) 253-5592

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02. Termination of a Material Definitive Agreement

     On April 3, 2008, the Company, Myers Holdings Corporation (f/k/a MYEH Corporation) (“Parent”) and Myers Acquisition Corporation (f/k/a MYEH Acquisition Corporation) (“MergerCo”) entered into a letter agreement terminating the merger transaction (the “Letter Agreement”) pursuant to Section 8.1 of the Agreement and Plan of Merger by and among the Company, Parent and MergerCo, dated April 24, 2007 (the “Merger Agreement”) and as amended by that certain letter agreement, by and among Parent, MergerCo and the Company, dated December 9, 2007 (the “December 9 Letter Agreement”). The full text of the Merger Agreement was filed with the SEC on April 26, 2007 as Exhibit 10.1 to the Current Report on Form 8-K. The full text of the December 9 Letter Agreement was filed with the SEC on December 9, 2007 as Exhibit 99.1 to the Current Report on Form 8-K. The full text of the Letter Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K. On April 4, 2008, the Company issued a press release announcing entry into the Letter Agreement. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

99.1	Letter Agreement dated April 3, 2008.
99.2	Press Release dated April 4, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Myers Industries, Inc.

(Registrant)

DATE April 4, 2008	By:	/s/ Donald A. Merril
		Donald A. Merril
		Vice President, Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

MYERS HOLDINGS CORPORATION

April 3, 2008

Myers Industries, Inc.
1293 South Main Street
Akron, Ohio 44301
Attention: John C. Orr

Ladies and Gentlemen:

     Reference is made to the Agreement and Plan of Merger, dated as of April 24, 2007 (the “Merger Agreement”), by and among Myers Holdings Corporation (f/k/a MYEH Corporation) (“Parent”), Myers Acquisition Corporation (f/k/a MYEH Acquisition Corporation) (“MergerCo”) and Myers Industries, Inc. (the “Company”), as amended by that certain letter agreement, by and among Parent, MergerCo and the Company, dated December 9, 2007 (the “December 9 Letter Agreement”). All capitalized terms in this letter agreement (this “Letter Agreement”) not defined herein have the meanings ascribed to such terms in the Merger Agreement.

     Based on our review of the business of the Company and the industries in which the Company operates, each of Parent and MergerCo has determined that it does not desire to proceed with the transactions contemplated by the Merger Agreement. As a result, we would like your agreement to terminate the Merger Agreement pursuant to Section 8.1 thereof. By signing below, you agree that as of the date hereof, (i) the Merger Agreement is hereby terminated and is void and of no further force and effect, with no liability on the part of any party to the Merger Agreement (or any shareholder, director, officer, employee, agent or Representative of such party) and (ii) sections 1, 3, 5, 9 and 14 of the December 9 Letter Agreement are hereby terminated and are void and of no further force and effect, with no liability on the part of any party to the December 9 Letter Agreement (or any shareholder, director, officer, employee, agent or Representative of such party) with respect to such sections of the December 9 Letter Agreement.

[Signature page follows.]

     Please indicate your acceptance of the terms of this Letter Agreement by returning a signed copy to Parent and MergerCo.

Sincerely, Myers Holdings Corporation
By:	/s/ Philip Grovit
	Name:	Philip Grovit
	Title:	Vice President

Myers Acquisition Corporation
By:	/s/ Philip Grovit
	Name:	Philip Grovit
	Title:	Vice President

Accepted and agreed as of the date first written above:

Myers Industries, Inc.
By:	/s/ John C. Orr
	Name: John C. Orr
	Title: President and Chief Executive Officer

EX-99.2

Exhibit 99.2

News Release

NYSE: MYE

Contact(s):
Donald A. Merril, Chief Financial Officer
(330) 253-5592

Max Barton, Director, Investor Relations
(330) 761-6106

GS Capital Partners & Myers Industries

Terminate Merger Agreement

FOR IMMEDIATE RELEASE: April 4, 2008, Akron, Ohio— The Board of Directors of Myers Industries, Inc. (NYSE: MYE) (the “Company”) announced today that it has received notice that GS Capital Partners (“GSCP”) does not intend to proceed with the proposed acquisition of the Company. As a result, Myers Holdings Corporation (f/k/a MYEH Corporation) (“Parent”) and the Company have mutually agreed to terminate the Agreement and Plan of Merger, dated as of April 24, 2007 by and among the Parent, Myers Acquisition Corporation (f/k/a MYEH Acquisition Corporation) and the Company, effective April 3, 2008.

Myers Industries continues to focus on its sound business growth plan and fundamentals directed at sustainable, profitable growth. The Company is confident in its ability to continue value generation for customers and shareholders.

About Myers Industries
Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets. The Company is also the largest wholesale distributor of tools, equipment, and supplies for the tire, wheel, and undervehicle service industry in the U.S. Myers Industries reported net sales of $918.8 million for 2007. Visit www.myersind.com to learn more.

Caution on Forward-Looking Statements: Statements in this release may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that is not of historical fact may be deemed “forward-looking.” Words such as “expect,” “believe,” “project,” “plan,” “anticipate,” “intend,” “objective,” “goal,” “view,” and similar expressions identify forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and involve a number of risks and uncertainties, many outside of the Company’s control, that could cause actual results to materially differ from those expressed or implied. Factors include, but are not limited to: changes in the markets for the Company’s business segments; changes in trends and demands in the industries in which the Company competes; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; raw material availability, increases in raw material costs, or other production costs; future economic and financial conditions in the United States and around the world; the Company’s ability to execute the components of its Strategic Business Evolution process; and other risks as detailed in the Company’s 10-K and other reports filed with the Securities and Exchange Commission. Myers Industries undertakes no obligation to publicly update or revise any forward-looking statements contained herein, which speak only as of the date made.

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