SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
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A. SCHULMAN, INC.
(Name of Registrant as Specified in Its Charter)
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BARINGTON COMPANIES EQUITY PARTNERS, L.P.
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
________________________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FOR IMMEDIATE RELEASE MEDIA CONTACT:
October 11, 2005 Andrew Merrill
Edelman
(212) 704-4559
BARINGTON CAPITAL GROUP
ANNOUNCES PROXY CONTEST FOR A. SCHULMAN, INC.
New York, NY, October 11, 2005 - Barington Capital Group, L.P. announced
today that one of its affiliates has notified A. Schulman, Inc. (Nasdaq: SHLM)
(the "Company") of its intention to nominate three persons for election to the
Board of Directors of the Company at the Company's 2005 Annual Meeting of
Stockholders. The Annual Meeting is scheduled to be held on December 8, 2005,
with a record date of October 19, 2005.
Barington has been deeply concerned by the apparent failure of the
directors of the Company, seven of whom have been in office since 1995, to
maximize shareholder value for the stockholders of A. Schulman, Inc. Over the
past 10 years (from the end of the Company's 1995 fiscal year through October 7,
2005), the price of the Company's stock has fallen by approximately 37% while
the S&P 500 Index has increased by more than 112%. Barington also has been
disappointed by the failure of the Board to engage a financial advisor to
explore all possible strategic alternatives to maximize shareholder value,
including the sale of the Company, as Barington has recommended on a number of
occasions.
If elected, Barington's slate of highly qualified individuals intends to
work constructively with the other members of the Board to improve the Company's
operations and share price performance.
The Barington nominees are:
Phillip D. Ashkettle - Mr. Ashkettle has over 30 years experience in
the chemicals and plastics industries, including serving as Chairman,
President and Chief Executive Officer of M.A. Hanna Company, President and
Chief Executive Officer of Reichhold Chemicals, Inc. and in a number of
senior management positions at Ashland Chemical, Inc. Mr. Ashkettle
currently serves as a business advisor to venture capital firms interested
in investigating acquisition opportunities in the chemicals, plastics and
materials sectors.
Thomas C. Bohrer - Mr. Bohrer has over 35 years experience in the
chemicals and plastics industries, including serving as the President,
Chief Operating Officer and a Director of International Specialty Products
Inc., as Group President, Advanced Materials, for Hoechst Celanese
Corporation and as the divisional Chairman in charge of worldwide
technical polymers for Hoechst AG. In addition, Mr. Bohrer has served as
Chairman of the Board of Directors of Shell Polypropylene Company and as a
member of the Board of Directors of Polyplastics Company, Ltd., Poly Hi
Solidur, Inc. and Captive Plastics, Inc. Mr. Bohrer is currently the
President of Tom Bohrer Consulting, a provider
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of technical and management consulting services to the plastics, specialty
chemicals, fibers and biotechnology industries.
James A. Mitarotonda - Mr. Mitarotonda is the Chairman, President
and Chief Executive Officer of Barington Capital Group, L.P., an
investment firm that, through its affiliates, primarily invests in
undervalued, small and mid-capitalization companies. Barington and its
principals are experienced value-added investors who have taken active
roles in assisting companies in creating or improving shareholder value.
Barington represents a group of investors that own 2,695,001 shares of A.
Schulman, Inc., or approximately 8.8% of the Company's outstanding common
stock.
* * * * *
Barington Companies Equity Partners, L.P. intends to make a preliminary
filing with the Securities and Exchange Commission (the "SEC") of a proxy
statement and an accompanying WHITE proxy card to be used to solicit votes for
the election of its nominees at the 2005 Annual Meeting of Stockholders of A.
Schulman, Inc., a Delaware corporation.
BARINGTON COMPANIES EQUITY PARTNERS, L.P. STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS IN THE PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED,
AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN A COPY OF
THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING BARINGTON'S PROXY
SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR
PROXY@MACKENZIEPARTNERS.COM.
INFORMATION REGARDING CERTAIN PARTIES WHO ARE ANTICIPATED TO BE, OR MAY BE
DEEMED TO BE, PARTICIPANTS IN SUCH POTENTIAL PROXY SOLICITATION AND THEIR DIRECT
OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE 13D FILED BY BARINGTON
COMPANIES EQUITY PARTNERS, L.P. AND OTHERS WITH THE SEC ON JUNE 6, 2005, AS THE
SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS AVAILABLE AT NO CHARGE
ON THE SEC'S WEBSITE AT HTTP://SEC.GOV.
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