FORM SC 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Myers Industries, Inc.
(Name of Issuer)
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Common Stock, no par value
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628464109 |
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(Title of class of securities)
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(CUSIP number) |
Megan L. Mehalko, Benesch Friedlander Coplan & Aronoff LLP
200 Public Square, Suite 2300, Cleveland, Ohio 44114, (216) 363-4487
(Name, address and telephone number of person authorized to receive notices and
communications)
December 10, 2008
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box o.
(Continued on following pages)
(Page 1 of 9 pages)
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CUSIP No. |
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628464109 |
13D |
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9 pages |
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NAME OF REPORTING PERSONS:
Mary S. Myers Revocable Trust dated September 21, 1989, as amended |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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SEC USE ONLY: |
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SOURCE OF FUNDS: |
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OO* |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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3,442,524** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,442,524** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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3,442,524 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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9.77% |
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14 |
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TYPE OF REPORTING PERSON: |
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OO |
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CUSIP No. |
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628464109 |
13D |
Page |
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3 |
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of |
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9 pages |
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NAME OF REPORTING PERSONS:
Ellen J. Myers |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS: |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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SOLE VOTING POWER: |
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NUMBER OF |
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538 |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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3,442,524** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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538 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,442,524** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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3,443,062 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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9.77% |
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14 |
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TYPE OF REPORTING PERSON: |
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IN |
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CUSIP No. |
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628464109 |
13D |
Page |
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4 |
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of |
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9 pages |
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NAME OF REPORTING PERSONS:
Kathryn A. Myers |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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SEC USE ONLY: |
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SOURCE OF FUNDS: |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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SOLE VOTING POWER: |
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NUMBER OF |
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13,000 |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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3,442,524** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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13,000 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,442,524** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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3,455,524 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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9.81% |
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TYPE OF REPORTING PERSON: |
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IN |
* The Mary S. Myers
Revocable Trust dated September 21, 1989, as amended (the Trust) was established by
Mary Myers for the benefit of her descendants and the Common Shares subject
to this report were previously transferred into the name of the Trust by Mary Myers.
Upon Mary Myers death on December 10, 2008, the Trusts beneficial ownership of these Common Shares became irrevocable. No funds were utilized in connection with this transaction.
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** At the time of Mary Myers death on December 10, 2008, the Trust held 3,442,524 Common Shares.
As co-trustees of the Trust, Ellen J. Myers and Kathryn A. Myers (collectively,
the Co-Trustees) share voting power and dispositive power with respect to the 3,442,524
Common Shares held by the Trust. Each Co-Trustee may be deemed to have beneficial ownership of the Common Shares
held by the Trust as a result of her position with the Trust,
although each Co-Trustee disclaims beneficial ownership of such shares to the extent that she do not have a pecuniary interest with respect to such shares. |
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, no par value per share (the
Common Shares) of Myers Industries, Inc. (the Issuer). The Issuers principal executive office
is located at 1293 South Main Street, Akron, Ohio 44301.
Item 2. Identity and Background.
(a) This Schedule 13D is jointly filed by the following Reporting Persons: Mary S. Myers
Revocable Trust dated September 21, 1989, as amended, Ellen J. Myers and Kathryn A. Myers.
(b) The principal business address of the Trust and the Co-Trustees is c/o Benesch Friedlander
Coplan & Aronoff LLP, 200 Public Square, Suite 2300, Cleveland, Ohio 44114.
(c) The Trust was established under Ohio law by Mary Myers, as grantor, for the benefit of her
descendants, including the Co-Trustees. Upon the death of Mary Myers on December 10, 2008, the
Trusts beneficial ownership of these Common Shares became irrevocable and the Co-Trustees, who are
both individuals and residents of the state of New York, became the sole parties controlling the
voting and disposition of the Common Shares held by the Trust.
(d) During the past five years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of which
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding a
violation in respect to such laws.
(f) Each Co-Trustee is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4 of the cover page of this Schedule 13D, which relates to the source of funds by the
Reporting Persons, is hereby incorporated by reference in this response.
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Item 4. Purpose of the Transaction.
For estate planning purposes, Mary Myers established the Trust under Ohio law for the benefit
of her descendants, including the Co-Trustees. Mary Myers previously transferred 3,442,524 Common
Shares to the Trust. Upon Mary Myers death on December 10, 2008, the Trust became irrevocable and
the Co-Trustees became the sole parties controlling the voting and disposition of the Common Shares
held by the Trust. The Co-Trustees have shared voting power and shared dispositive power over the
3,442,524 Common Shares held by the Trust.
The Trust holds the Common Shares for estate planning purposes and the Trust anticipates
distributing the Common Shares in the near future to the beneficiaries named by Mary Myers in the
trust agreements. The Trust may dispose of some of the Common Shares held by the Trust in order to
satisfy estate tax obligations of Mary Myers. Until disposition of the Common Shares as described
above, the Trust holds such shares for investment purposes. The Trust will continue to review the
performance of this investment and its investment alternatives. As part of this ongoing review of
its investment in the Common Shares, the Trust may explore from time to time a variety of
alternatives, including the acquisition of additional securities of the Issuer or the disposition
of securities of the Issuer in the open market or in privately negotiated transactions. The Trust
may explore other alternatives with respect to this investment in the Common Shares, including but
not limited to an extraordinary corporate transaction involving the Issuer, changes in the present
board of directors or management of the Issuer, or changes in the Issuers business or corporate
structure. Except as described herein, as of the date hereof, the Trust does not have any plan or
proposal that relates to or would result in:
(a) The acquisition of additional securities of the Issuer, or the disposition of securities
of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuers business or corporate structure;
(g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
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(i) A class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the Act); or
(j) Any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Trust reserves the right to effect any such actions as it
may deem necessary or appropriate in the future.
Item 5. Interest in Securities of the Issuer.
(a) Items 7 through 11 and 13 of the cover page of this Schedule 13D, which relate to the
ownership of Common Shares by each Reporting Person is hereby incorporated by reference in this
response.
(b) Items 7 through 10 of the cover page of this Schedule 13D, which relate to each Reporting
Persons voting and dispositive power with respect to the Common Shares, that such Reporting Person
owns is hereby incorporated by reference in this response.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None except the Joint Filing Agreement, dated January 27, 2009, filed as Exhibit 1 to this
Schedule 13D.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement, dated January 27, 2009
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SIGNATURE
After reasonable inquiry and to the best of its or her knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
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Dated: January 27, 2009 |
MARY S. MYERS REVOCABLE TRUST DATED SEPTEMBER 21,
1989, AS AMENDED
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By: |
/s/ Ellen J. Myers
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Ellen J. Myers, its co-trustee |
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Dated: January 27, 2009 |
MARY S. MYERS REVOCABLE TRUST DATED SEPTEMBER 21,
1989, AS AMENDED
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By: |
/s/ Kathryn A. Myers
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Kathryn A. Myers, its co-trustee |
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Dated: January 27, 2009 |
/s/ Ellen J. Myers
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ELLEN J. MYERS |
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Dated: January 27, 2009 |
/s/ Kathryn A. Myers
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KATHRYN A. MYERS |
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EXHIBIT
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AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13(D)
The undersigned hereby agree as follows:
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(i) |
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Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and |
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Each of them is responsible for the timely filing of such Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the information concerning
such person contained herein; but none of them is responsible for the completeness or
accuracy of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. |
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Dated: January 27, 2009 |
MARY S. MYERS REVOCABLE TRUST DATED SEPTEMBER 21,
1989, AS AMENDED
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By: |
/s/ Ellen J. Myers
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Ellen J. Myers, its co-trustee |
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Dated: January 27, 2009 |
MARY S. MYERS REVOCABLE TRUST DATED SEPTEMBER 21,
1989, AS AMENDED
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By: |
/s/ Kathryn A. Myers
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Kathryn A. Myers, its co-trustee |
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Dated: January 27, 2009 |
/s/ Ellen J. Myers
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ELLEN J. MYERS |
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Dated: January 27, 2009 |
/s/ Kathryn A. Myers
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KATHRYN A. MYERS |
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