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) May 30, 2014 

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreements

On May 30, 2014, a wholly-owned subsidiary of Myers Industries, Inc. (the “Company”) entered into an Asset Purchase Agreement to purchase substantially all of the assets of Scepter Corporation and certain real property of SHI Properties Inc., both located in Scarborough, Ontario. Contemporaneously with the signing of the Asset Purchase Agreement, another wholly-owned subsidiary of the Company entered into a Unit Purchase Agreement to purchase all of the issued and outstanding membership interests of Eco One Leasing, LLC and Scepter Manufacturing, LLC, both located in Miami, Oklahoma. The total purchase price for these acquisitions will be $165 million in cash, subject to adjustment for working capital and other specified items. The Company anticipates that these acquisitions will close within approximately thirty days upon satisfaction of all conditions precedent to closing.

Both purchase agreements contain customary representations and warranties and covenants by each party. Both parties are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

The Company issued a press release announcing the entrance into the purchase agreements. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Credit Amendment

On May 30, 2014, the Company entered into a First Amendment to Fourth Amended and Restated Loan Agreement (the “Loan Amendment”) with the other foreign subsidiary borrowers identified therein, the lenders identified therein and JPMorgan Chase Bank, National Association, as administrative agent. The Loan Amendment increases the senior revolving credit facility from $200 million to $300 million and joins an additional subsidiary of the Company as a borrower and another subsidiary of the Company as a guarantor of the credit facility.

The foregoing description of the Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Amendment attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference. The Company issued a press release announcing the Company’s entrance into the Loan Amendment. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The disclosure in Item 1.01 regarding the Credit Amendment and Exhibit 10.1 of this report are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

In connection with the signing of the purchase agreements disclosed above in Item 1.01, the Company prepared an investor presentation regarding the Scepter Acquisition. A copy of the investor presentation is attached to this Current Report on Form 8-K as Exhibit 99.2. The presentation will also be available on the Investor Relations – Financial Presentations portion of the company’s website at www.myersindustries.com.

Item 8.01. Other Events.

On May 30, 2014, the Company issued a press release announcing that it has engaged the investment bank William Blair & Company to commence the sale of its Lawn and Garden Segment. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	First Amendment to Fourth Amended and Restated Loan Agreement among Myers Industries, Inc., the foreign subsidiary borrowers, the lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 30, 2014.
99.1	Press Release dated May 30, 2014
99.2	Scepter Acquisition Presentation dated June 2014

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 June 4, 2014	By:	/s/ Greggory W. Branning
		Greggory W. Branning
		Senior Vice President, Chief Financial Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

Execution Copy

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 30, 2014 (this “Amendment”), is among MYERS INDUSTRIES, INC., an Ohio corporation (the “Company”), the foreign subsidiary borrowers party hereto (the “Foreign Subsidiary Borrowers”, and together with the Company, the “Borrowers”), the lenders party hereto (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Lenders (in such capacity, the “Administrative Agent”).

RECITALS

A. The Borrowers, the Administrative Agent and the Lenders are parties to a Fourth Amended and Restated Loan Agreement dated as of December 13, 2013 (the “Loan Agreement”).

B. The Borrowers desire to amend the Loan Agreement, and the Administrative Agent and the Lenders are willing to do so in accordance with the terms hereof.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as follows:

1.1 The following definitions are added to Section 1.1 of the Loan Agreement:

“Canadian AML Legislation” means the Canadian Proceeds of Crime Act and any other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws, under the laws of Canada, including any guidelines or orders thereunder.

“Canadian Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder.

“First Amendment” means the First Amendment to this Agreement.

“First Amendment Effective Date” means the date the First Amendment is effective.

“Scepter Acquisition” means the acquisition of all or substantially all of the assets of Scepter Corporation, an Ontario corporation, and certain real property of SHI Properties, Inc., an Ontario corporation, by CA Acquisition Inc., and of all of the membership interests of Scepter Manufacturing, LLC, a Delaware limited liability company, and Eco One Leasing, LLC, a Delaware limited liability company, by Crown US Acquisition Company.

1.2 The following definitions in Section 1.1 of the Loan Agreement are restated as follows:

“Aggregate Commitments” means, as at any date of determination, the aggregate amount, stated in U.S. Dollars, of the Commitments of all Lenders. As of the First Amendment Effective Date, the Aggregate Commitments equal $300,000,000.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the Canadian government or any other applicable jurisdiction.

1.3 The reference in Section 2.1(c)(v) to “$50,000,000” is replaced with “$200,000,000”.

1.4 The period at the end of clause (vi) of Section 2.1(c) is replaced with “; and”, and the following new clause (vii) is added immediately thereafter:

(vii) prior to the closing of the Scepter Acquisition in accordance with Section 6.13(viii) hereof, (x) the U.S. Dollar Equivalent of the aggregate principal amount of the Aggregate Credit Exposure at any time shall not exceed $200,000,000 and (y) the U.S. Dollar Equivalent of the Credit Exposure of any Lender shall not exceed the Commitment of such Lender immediately prior to, and without giving effect to, the First Amendment.

1.5 Section 2.19(a)(iii) is restated as follows:

(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.19(a) after the First Amendment Effective Date plus (y) the outstanding amount of all New Term Loans made under Section 2.19(b) after the First Amendment Effective Date to exceed $100,000,000;

1.6 Section 2.19(b)(iii) is restated as follows:

(iii) the amount of each such New Term Loan shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under Section 2.19(a) after the First Amendment Effective Date plus (y) the outstanding amount of any such New Term Loan and any other New Term Loans made under this Section 2.19(b), in each case after the First Amendment Effective Date, to exceed $100,000,000;

1.7 Section 6.13(viii) is re-designated as Section 6.13(ix), and the following new Section 6.13(viii) is added immediately prior thereto:

(viii) the Scepter Acquisition, provided that no Default or Unmatured Default exists or would be caused by the Scepter Acquisition and the aggregate amount of consideration (including without limitation all direct payments, all earnout and other deferred payments, all Indebtedness and other obligations assumed or incurred and any other form of consideration) paid or payable for the Scepter Acquisition does not exceed $175,000,000.

-2-

1.8 The following new Section 10.16 is added to the Credit Agreement:

10.16. Canadian AML Legislation. Each Borrower acknowledges that, pursuant to the Canadian AML Legislation, the Administrative Agent and Lenders may be required to obtain, verify and record information regarding each Borrower, its respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Borrower, and the transactions contemplated hereby. The Borrowers shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or Administrative Agent, or any prospective assign or participant of a Lender or Administrative Agent, necessary in order to comply with any applicable Canadian AML Legislation, whether now or hereafter in existence.

1.9 Schedules 1.1(a) and 1.1(c) to the Credit Agreement are replaced with Schedules 1.1(a) and 1.1 (c) hereto, respectively.

ARTICLE II. REPRESENTATIONS. Each Borrower and Guarantor (by signing the Consent and Agreement hereto) represents and warrants to the Administrative Agent and the Lenders that:

2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound.

2.2 This Amendment is its legal, valid and binding obligation, enforceable against each in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.3 After giving effect to this Amendment, the representations and warranties contained in Article V of the Loan Agreement and in the other Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof except to the extent that such representations and warranties expressly relate to an earlier date.

2.4 Before and after giving effect to this Amendment, no Default or Unmatured Default exists or has occurred and is continuing on the date hereof. No Default or Event of Default under and as defined in the Senior Note Purchase Agreement exists or has occurred and is continuing on the date hereof.

2.5 CA Acquisition Inc. has been added as a Foreign Subsidiary Borrower and Crown US Acquisition Company has been added as a Guarantor, in each case as of the date hereof and immediately prior to the time this Amendment is effective.

-3-

ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied:

3.1 The Borrowers and the Required Lenders shall have signed this Amendment.

3.2 The Guarantors shall have signed the Consent and Agreement hereto.

3.3 All fees (including without limitation all upfront fees to the Lenders) required to be paid, and all reasonable expenses for which invoices have been presented, as of the date hereof shall be paid.

3.4 The Administrative Agent shall have received such resolutions and certificates of the Borrowers and the Guarantors, such opinions of counsel, such documents with respect to the Scepter Acquisition and such other documents and instruments, in each case as the Administrative Agent may reasonably request, including without limitation an amendment to the existing Pledge Agreement to add a pledge of 65% of the Capital Stock of CA Acquisition Inc.

ARTICLE IV. MISCELLANEOUS.

4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time.

4.2 Except as expressly amended hereby, the Borrowers and Guarantors (by signing the Consent and Agreement hereto) agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they have no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Each of the Borrowers and the Guarantors (by signing the Consent and Agreement hereto) acknowledges and agrees that the Administrative Agent and the Lenders have fully performed all of their obligations under all Loan Documents or otherwise with respect to the Borrowers and the Guarantors, all actions taken by the Administrative Agent and the Lenders are reasonable and appropriate under the circumstances and within their rights under the Loan Documents and they are not aware of any currently existing claims or causes of action against the Administrative Agent or any Lender, any Subsidiary or Affiliate thereof or any of their successors or assigns, and waives any such claims or causes of action of which they are aware. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein.

4.3 Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment is a Loan Document. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures or signatures sent by other electronic imaging shall be effective as originals.

-4-

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

MYERS INDUSTRIES, INC
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Senior Vice President, Chief Financial Officer
	and Corporate Secretary
Foreign Subsidiary Borrowers:
MYE CANADA OPERATIONS INC.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Vice President and Chief Financial Officer
CA ACQUISITION INC.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Vice President and Chief Financial Officer

-5-

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By:	/s/ Dana J. Moran
Print Name:	Dana J. Moran
Title:	Vice President
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as the Affiliate designated by JPMorgan Chase Bank, National Association to make Pro Rata Foreign Currency Loans to the Canadian Borrower on its behalf
By:	/s/ Michael N. Tam
Print Name:	Michael N. Tam
Title:	Senior Vice President

-6-

KEYBANK NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender
By:	/s/ Brian P. Fox
Print Name:	Brian P. Fox
Title:	Vice President

-7-

CITIZENS BANK, NATIONAL ASSOCIATION (formally known as RBS Citizens, National Association), as a Documentation Agent and as a Lender
By:	/s/ Joshua Botnick
Print Name:	Joshua Botnick
Title:	Vice President

-8-

U.S. BANK NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender
By:	/s/ Elizabeth B. Eaton
Print Name:	Elizabeth B. Eaton
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as the Lending Installation designated by U.S. Bank National Association for Loans to the Canadian Borrower
By:	/s/ Joseph Rauhala
Print Name:	Joseph Rauhala
Title:	Principal Officer

-9-

PNC BANK, NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender
By:	/s/ Valerie A. Geiger
Print Name:	Valerie A. Geiger
Title:	Senior Vice President
PNC BANK, CANADA BRANCH, as the Lending Installation designated by PNC Bank, National Association for Loans to the Canadian Borrower
By:	/s/ Nazmin Adatia
Print Name:	Nazmin Adatia
Title:	Senior Vice President

-10-

WELLS FARGO BANK, N.A., as a
Documentation Agent and as a Lender
By:	/s/ Samuel J.B. Prentis
Print Name:	Samuel J.B. Prentis
Title:	Senior Vice President

-11-

FIFTH THIRD BANK, as a Lender
By:	/s/ Eric J. Welsch
Print Name:	Eric J. Welsch
Title:	Managing Director
FIFTH THIRD BANK, operating through its Canadian Branch, as the Lending Installation designated by Fifth Third Bank for Loans to the Canadian Borrower
By:	/s/ Mauro Spagnolo
Print Name:	Mauro Spagnolo
Title:	Managing Director & Principal Officer

-12-

CONSENT AND AGREEMENT

As of the date and year first above written, each of the undersigned hereby:

(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and acknowledges and agrees to all of the representations, covenants, terms and provisions of the above Amendment applicable to it;

(b) agrees that each Guaranty, other Collateral Document and all other agreements executed by any of the undersigned in connection with the Loan Agreement or otherwise in favor of the Agent or the Banks (collectively, the “Guarantor Collateral Documents”) are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Guarantor Collateral Document;

(c) acknowledges that its consent and agreement hereto is a condition to the Banks’ obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement; and

(d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in the above Amendment, none of the undersigned are required by the terms of the Credit Agreement or any other Loan Document to consent to the amendment to the Credit Agreement effected pursuant to the above Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of the undersigns to any future amendments to the Credit Agreement.

BUCKHORN INC.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary and Treasurer
AMERI-KART CORP.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary
PATCH RUBBER COMPANY
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary

-13-

MYERS TIRE SUPPLY DISTRIBUTION, INC.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary and Treasurer
MYELUX, LLC
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Vice President and Secretary
AMERI-KART (MI) CORP.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary and Treasurer
MYE AUTOMOTIVE, INC.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary and Treasurer
LONE STAR PLASTICS INC.
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary and Treasurer
CROWN US ACQUISITION COMPANY
By:	/s/ Greggory W. Branning
Print Name:	Greggory W. Branning
Title:	Secretary and Treasurer

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Schedule 1.1(a)

COMMITMENTS

Lender	Title	Commitment		Non-Pro Rata Sub- Commitment
JPMorgan Chase Bank, N.A.	Administrative Agent	$	51,000,000.00	$	0
U.S. Bank National Association	Syndication Agent	$	51,000,000.00	$	0
Citizens Bank, National Association (formally known as RBS Citizens, National Association)	Documentation Agent	$	43,500,000.00	$	0
KeyBank National Association	Documentation Agent	$	43,500,000.00	$	0
PNC Bank, National Association	Documentation Agent	$	43,500,000.00	$	0
Wells Fargo Bank, N.A.	Documentation Agent	$	43,500,000.00	$	0
Fifth Third Bank		$	24,000,000.00	$	0
Total Allocations		$	300,000,000.00	$	0

Schedule 1.1(c)

FOREIGN SUBSIDIARY BORROWERS

MYE Canada Operations Inc.

CA Acquisition Inc.

EX-99.1

Exhibit 99.1

    News Release   NYSE: MYE

Contact(s):

Gregg Branning, Senior Vice President

& Chief Financial Officer (330) 761-6303

Monica Vinay, Vice President, Investor

Relations & Treasurer (330) 761-6212

Myers Industries Commences Sale Process of Lawn & Garden Segment

and Enters into a Definitive Agreement to Acquire Scepter Corporation

and Scepter Manufacturing, LLC

•     Supporting long-term growth and profitability goals

•    Expanding Material Handling Segment’s product portfolio, customer base and geographic reach

•    Increasing Material Handling annual sales by 30 percent

June 2, 2014, Akron, Ohio — Myers Industries, Inc. (NYSE: MYE) announced today that it has engaged the investment bank William Blair & Company to commence the sale of its Lawn & Garden Segment. In February 2013, the Company had announced that it was beginning a two phased restructuring of Lawn & Garden which might include external options. The Company has concluded that the timing is right to streamline Myers’ business mix and allow the Company to focus resources on its core growth platforms. The Company expects the sale process to be completed within the next twelve months.

Commenting on the announcement, John C. Orr, President and Chief Executive Officer said, “After detailed evaluation, the Company and the Board of Directors have determined that the Lawn & Garden Segment has the greatest opportunity as part of an organization that is strategically focused on its primary markets for future growth.”

The Company will report the Lawn & Garden Segment as discontinued operations in future filings.

The Company also announced today that is has entered into a definitive agreement to acquire Scepter Corporation and Scepter Manufacturing, LLC (Scepter). The purchase includes manufacturing facilities, warehouses and offices in Scarborough, Ontario and Miami, Oklahoma. The purchase price is $165.0 million, subject to certain closing adjustments. The Company anticipates that the acquisition will close within approximately thirty days upon satisfaction of all conditions precedent to closing. Additional terms of the agreement were not disclosed.

Scepter is an industry leading manufacturer of molded plastic material handling products for marine, military, industrial, and consumer markets. With approximate net sales of $100 million in 2013, Scepter’s long history of innovation, in-house product engineering and state of the art mold capabilities complements and continues to grow Myers Industries Material Handling Segment in North America, increases its global reach, and supports the long-term strategic growth plan of the Company. Based on 2013 results, with the addition of Scepter, Myers’ Material Handling Segment’s sales will increase by 30 percent.

Orr stated, “The addition of Scepter is anticipated to provide Myers Industries with the opportunity to expand upon our leadership position in the Material Handling Segment, broaden our product offering and better position us for long-term growth in new markets.”

Concurrent with the signing of the agreement to purchase Scepter, Myers has amended its senior secured revolving credit facility from $200 million to $300 million to help fund the acquisition. The term of the senior credit facility remains unchanged and is scheduled to expire in December 2018. The proceeds from the future sale of the Lawn & Garden Segment will be used to pay down debt.

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 under vehicle service industry in the U.S. Visit www.myersindustries.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. Risks and uncertainties include: changes in the markets for the Company’s business segments; changes in trends and demands in the markets 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; ability to weather the current economic downturn; inability of the Company to meet future capital requirements; claims, litigation and regulatory actions against the Company; changes in laws and regulations affecting the Company; 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. Such reports are available on the Securities and Exchange Commission’s public reference facilities and its web site at http://www.sec.gov, and on the Company’s Investor Relations section of its web site at http://www.myersindustries.com. Myers Industries undertakes no obligation to publicly update or revise any forward-looking statements contained herein. These statements speak only as of the date made.

EX-99.2

Myers Industries, Inc.

Scepter Acquisition

June 2014

Exhibit 99.2

2

Statements

in

this

presentation

concerning

the

Company’s

goals,

strategies,

and

expectations

for

business

and

financial

results

may

be

"forward-looking

statements"

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

and

are

based

on

current indicators and expectations.  Whenever you read a statement that is not simply a statement of historical fact (such as when

we describe what we "believe," "expect," or "anticipate" will occur, and other similar statements), you must remember that our

expectations

may

not

be

correct,

even

though

we

believe

they

are

reasonable.

We

do

not

guarantee

that

the

transactions

and

events described will happen as described (or that they will happen at all).  You should review this presentation with the

understanding that actual future results may be materially different from what we expect.  Many of the factors that will determine

these

results

are

beyond

our

ability

to

control

or

predict.

You

are

cautioned

not

to

put

undue

reliance

on

any

forward-looking

statement.  We do not intend, and undertake no obligation, to update these forward-looking statements.  These statements involve

a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the

applicable statements.  Such risks include:

(1) Changes in the markets for the Company’s business segments

(2) Changes in trends and demands in the markets in which the Company competes

(3) Unanticipated downturn in business relationships with customers or their purchases

(4) Competitive pressures on sales and pricing

(5) Raw material availability, increases in raw material costs, or other production costs

(6) Harsh weather conditions

(7) Future economic and financial conditions in the United States and around the world

(8) Inability of the Company to meet future capital requirements

(9) Claims, litigation and regulatory actions against the Company

(10) Changes in laws and regulations affecting the Company

(11) The Company’s ability to execute the components of its Strategic Business Evolution process

Myers Industries, Inc. encourages investors to learn more about these risk factors. A detailed

explanation of these factors is available in the Company’s publicly filed quarterly and annual reports,

which

can

be

found

online

at

www.myersind.com

and

at

the

SEC.gov

web

site.

Forward Looking Statement

Company Profile

•

Founded in Ontario in 1949

•

Headquartered in Scarborough, Ontario and maintains an additional facility

in Miami, Oklahoma

•

Manufactures injection-molded and blow-molded plastic products for the

marine, military, industrial and consumer markets

•

Largest

supplier

of

portable

fuel

containers

in

the

Canadian

and

U.S.

markets

•

Long history of innovation, in-house engineering and state-of the-art mold

capabilities

•

Introduced the first plastic Jerry cans to North American markets

•

Designed and manufactured first plastic dairy cases

•

Played a leading role in converting the marine industry to plastic remote

outboard engine fuel

tanks

•

Introduced

advanced

plastic

packaging

for

heavy

caliber

military

ammunition

3

Consumer Segment

•

Automotive fuel containers

•

“Flo n’

go”

fluid transfer system

Marine Segment

•

Remote outboard engine fuel tanks

•

Fuel transfer systems

Military

Segment

•

Ammunition packaging

•

Fuel and water canisters

Industrial Segment

•

Food and beverage handling

•

Storage containers

Market Segments & Products

4

Strategic Rationale

•

Fits long-term strategy to grow the Material Handling

Segment

•

Provides opportunity for growth in Marine and Military

markets

•

Operating margins anticipated to be similar to the

Material Handling Segment’s margins

•

Anticipated to be accretive to earnings in 2014 and

generate returns above Myers’

cost of capital

•

Increased free cash flow generation

5