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New York investment company wants to add its members to board to force issue
By Jim Mackinnon Beacon Journal business writer
Published on Tuesday, Oct 23, 2007
For the second time in as many years, a large shareholder in Akron-area resin maker and plastics compounder A. Schulman Inc. plans to wage a proxy contest and wants the company to put itself up for sale.
New York-based investment firm Ramius Capital Group LLC, which owns 7.6 percent of Schulman shares, said in a filing Monday with the Securities and Exchange Commission that it plans to run a minority slate of four directors for election to the Schulman board at the company's 2007 annual meeting. Ramius said it manages about $9.6 billion in assets.
Schulman' shares on Monday rose $1.31, or 5.8 percent, to $23.92. Shares are up 10.3 percent since Jan. 1, including reinvested dividends, and are down less than 1 percent from a year ago.
In a letter dated July 5 to the Fairlawn company and included in the latest SEC filings, Ramius affiliate Starboard Value & Opportunity Fund LLC said it ''requests that the (Schulman) 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.''
The fund said Schulman's finances and shares have underperformed for years and that ''we do not believe this is an industry problem. . . . This performance, spanning a decade, necessitates a change in strategy.''
The fund's letter asked that its shareholder proposal be included in Schulman's proxy for its next annual meeting.
A. Schulman on Thursday reported strong fourth-quarter results and said its annual net sales rose 10 percent to $1.8 billion. Net income for the year was $22.6 million, or 82 cents a share, down 30.9 percent from $32.7 million, or $1.07 a share, for fiscal 2006.
The company also said it expected a much more profitable fiscal 2008, with net income expected to be more than $36 million, up 59 percent from fiscal 2007.
Schulman executives could not be reached for comment Monday.
Ramius Capital on Monday said it nominated the following people for election to Schulman's board:
Michael Caporale Jr., 56, former president and chief executive of Associated Materials Inc. and a Richfield resident.
Lee Meyer, 58, of Missouri, former president and chief executive of Ply Gem.
Jeffrey M. Solomon, 41, a managing member of Ramius Capital Group and a New York resident.
Mark Mitchell, 46, of New Jersey, a partner of Ramius Capital.
Schulman recently announced it was pushing back its annual meeting from December, when it had been traditionally held, to January.
In 2005, another large shareholder, New York-based investment firm Barington Capital Group, also suggested A. Schulman put itself up for sale.
Barington later said it would try to get a slate of directors elected to the board.
As part of a settlement announced in October 2006, James Mitarotonda, the head of Barington Capital Group, was nominated to the 12-person Schulman board along with a second, Mitarotonda-picked nominee. Both were subsequently elected.
If Ramius Capital's nominees are elected, half of Schulman's 12-person board will be made up of directors who are willing to sell the company or have said they were interested in putting the company up for sale.
Jim Mackinnon can be reached at 330-996-3544 or jmackinnon@thebeaconjournal.com.
For the second time in as many years, a large shareholder in Akron-area resin maker and plastics compounder A. Schulman Inc. plans to wage a proxy contest and wants the company to put itself up for sale.
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