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) January 17, 2006
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-7459
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34-0514850 |
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| (State or other jurisdiction
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(Commission
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( IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 3550 West Market Street, Akron, Ohio
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44333 |
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| (Address of principal executive offices)
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(Zip Code) |
(330) 666-3751
(Registrant’s telephone number, including area code)
(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 (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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þ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 17, 2006, A. Schulman, Inc. (the “Company”) accepted a Commitment Letter (the
“Commitment Letter”) from J.P. Morgan Securities Inc. (“JPMorgan”) and JPMorgan Chase Bank National
Association (“JPMCB”) in which JPMorgan has agreed to structure, arrange and syndicate senior
credit facilities in an aggregate U.S. dollar equivalent of $350,000,000. The Commitment Letter
provides that the facilities will consist of a senior revolving credit facility in an aggregate
U.S. dollar equivalent of $250,000,000 (the “Revolving Facility”), with up to the U.S. dollar
equivalent of $150,000,000 of the Revolving Facility available to certain of the Company’s foreign
subsidiaries for euro borrowing and borrowings in other currencies, and a senior term loan A credit
facility (the “Term Loan Facility” and, collectively with the Revolving Facility, the “Facilities”)
in an aggregate amount of the U.S. dollar equivalent of $350,000,000 less the aggregate amount of
the Revolving Facility and the Offering (as defined in the Commitment
Letter). JPMCB has issued
its commitment to provide the entire amount of the Facilities upon the terms and subject to the
conditions set forth or referred to in the Commitment Letter. The foregoing description of the
Commitment Letter is qualified in its entirety by reference to the text of the Commitment Letter,
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company expects to use the Facilities to fund a self-tender offer for
8,750,000 shares of the Company’s common stock, to retire certain existing indebtedness and for
general corporate purposes. The
Company anticipates commencing and completing the tender offer on or before April 30, 2006.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of the Company’s common stock described in
this Form 8-K has not commenced. At the time the offer is commenced, the Company will file a tender
offer statement with the Securities and Exchange Commission (“SEC”). The tender offer statement
(including an offer to purchase, a related letter of transmittal and other offer documents) will
contain important information that should be read carefully before any decision is made with
respect to the tender offer. Those materials will be made available to the Company’s security
holders at no expense to them. In addition, all of those materials (and all other offer documents
filed with the SEC) will be available at no charge on the SEC’s web site, www.sec.gov.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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| Exhibit Number |
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Description |
99.1
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Commitment Letter from JP Morgan Securities Inc. and
JPMorgan Chase Bank, National Association, dated January
17, 2006. |
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