dfan14a06297022_12282007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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
(Amendment
No. )
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Proxy Statement
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¨ Definitive
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Definitive
Additional
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¨ Soliciting
Material Under Rule 14a-12
|
|
|
(Name
of Registrant as Specified in Its Charter)
|
| |
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
STARBOARD
VALUE & OPPORTUNITY FUND, LLC
RCG
ENTERPRISE, LTD
PARCHE,
LLC
RCG
STARBOARD ADVISORS, LLC
RAMIUS
CAPITAL GROUP, L.L.C.
C4S
& CO., L.L.C.
PETER
A. COHEN
MORGAN
B. STARK
JEFFREY
M. SOLOMON
THOMAS
W. STRAUSS
MARK
MITCHELL
MICHAEL
CAPORALE, JR.
LEE
MEYER
YEVGENY
V. RUZHITSKY
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|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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number.
Starboard
Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital
Group,
L.L.C. (“Ramius Capital”), together with the other participants named
herein,
has filed a definitive proxy statement and accompanying GOLD proxy card with
the
Securities and Exchange Commission (“SEC”) to
be
used
to solicit votes for the election of its nominees at the 2007 annual
meeting
of stockholders of A. Schulman, Inc., a Delaware corporation (the “Company”).
Item
1:
On December 28, 2007, Ramius Capital sent the following communication by
electronic mail to Glass, Lewis & Co.:
Dear
Katy
and Bob,
Please
find attached a copy of the institutional presentation we filed with the
SEC
yesterday afternoon concerning our solicitation of proxies in support of
the
election of Mike Caporale and Lee Meyer to the Board of Directors of A. Schulman
on January 10, 2008.
I
realize
that you did not have a chance to review the institutional presentation before
you issued your Proxy Paper due to the extremely short solicitation period
the
current Schulman Board has imposed on the shareholders. As a result, a few
important things from the presentation stand out that we would greatly
appreciate if you would now consider. We strongly believe that if you
had had the opportunity to review this key additional information from our
presentation, then you may have concluded that a recommendation of the election
of Mike Caporale, as well as Lee Meyer, is in the best interest of your
clients. If after reviewing this additional information you
happen to agree, we urge that you issue an update to the Proxy Paper, revising
your recommendation to include the election of Mike Caporale as well as Lee
Meyer.
On
page 8
of the Proxy Paper you note that we have demonstrated that SHLM is not
performing well, but "...the Dissident has failed to present a substantive
plan
for improvement, other than advocating a sale of the Company."
As
you
will see from the presentation, our nominees are not advocating the sale
of the
Company; rather they are advocating a fair, thorough review of all strategic
alternatives. That is why Ramius nominated two outstanding nominees with
significant, relevant industry and board-level experience - to ensure a thorough
and fair review of all strategic alternatives; and to make a meaningful
contribution to developing and executing a strategic plan to build shareholder
value if the review process does not recommend the sale of the entire
company.
With
respect to a substantive plan for improvement, in addition to a fair, thorough
strategic review, Mike and Lee have set out on pages 21 through 23 of the
presentation specific issues of concern the Board needs to examine immediately
after their election.
In
addition, on pages 6 and 7 of the Proxy Paper you reference the settlements
reached by the Company in 2006 and 2007. However, as detailed on 10 and 11
of our presentation, there was yet another settlement in 2005 that the Company
did not live up to.
The
Company's failures to live up to the terms of two prior settlement agreements
and its recent statements and actions detailed on pages 13 through 15 of
the
presentation cause us to doubt it will live up to the terms of this most
recent
settlement agreement. Given this poor track record of living up to its
commitments to shareholders, we believe it is essential that both of our
nominees are elected to the Board to ensure there is critical mass of directors
pushing for a fair and thorough strategic review and the development and
oversight of a strategic plan designed to build shareholder value, in the
event
the Company is not sold in its entirety as a result of the strategic
review.
It
has
taken three threatened proxy fights and two busted settlement agreements
to get
to this point. It is clear that the current Board is not functioning well
in responding to the shareholders' interests. More truly independent Board
members committed to the best interests of the shareholders are essential
if the
shareholders are to be truly served.
Please
note that our proxy card provides that for shares voted on our card, our
proxies
will vote for the election of two independent nominees on management's slate:
Jim Mitarotonda and Stanley Silverman. Mr. Silverman is a new nominee
originally proposed by Barington Capital Group, Jim Mitarotonda's
firm.
We
will
not vote such shares for the election of Mr. Karman, a twelve-year veteran
of
the Board who has served throughout the period of deteriorating performance
and
failures to live up to commitments to shareholders, nor Mr. Gingo, the recently
appointed CEO. As we note on page 25 of the presentation, however, we
would support the appointment of Mr. Gingo, as CEO, to a newly created seat
after the Annual Meeting. We do not believe, however, that he should be
named Chairman, nor that he should serve on the Special Committee, Compensation
Committee or the Nominating and Corporate Governance Committee.
We
believe that this structure affords the opportunity to elect a critical mass
of
independent directors committed to serving the interests of the
shareholders.
We
appreciate your recommendation that your clients vote for Lee
Meyer. If the additional information from our presentation
changes your analysis or position with regard to the issues in this contested
election, we urge you to revise your recommendation to include the
election of Mike Caporale in addition to Lee Meyer. In our view, the interests
of your clients will be far better served with two new independent directors,
given SHLM's poor track record in living up to its commitments to its
shareholders
If
you
have any questions, or would like to discuss this further, please call or
e-mail
me.
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
On
December 19, 2007, Starboard Value and Opportunity Master Fund Ltd., an
affiliate of Ramius Capital Group, L.L.C. (“Ramius Capital”), together with the
other participants named herein, made a definitive filing with the Securities
and Exchange Commission (“SEC”) of a proxy statement and an accompanying GOLD
proxy card to be used to solicit votes for the election of its nominees at
the
2007 annual meeting of stockholders of A. Schulman, Inc., a Delaware corporation
(the “Company”).
RAMIUS
CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT
NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE
PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED,
AT ITS TOLL-FREE NUMBER: (888) 750-5834.
The
participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company (“Starboard”),
Starboard Value & Opportunity Fund, LLC, a Delaware limited liability
company (“Starboard Value”), Parche, LLC, a Delaware limited liability company
(“Parche”), RCG Enterprise, Ltd, a Cayman Islands exempted company (“RCG
Enterprise”), RCG Starboard Advisors, LLC, a
Delaware limited liability company (“RCG Starboard”), Ramius Capital, a Delaware
limited liability company, C4S & Co., L.L.C., a Delaware limited liability
company (“C4S”), Peter A. Cohen (“Mr. Cohen”), Morgan B. Stark (“Mr. Stark”),
Thomas W. Strauss (“Mr. Strauss”), Jeffrey M. Solomon (“Mr. Solomon”), Mark
Mitchell (“Mr. Mitchell”), Michael Caporale, Jr. (“Mr. Caporale Jr.”), Lee Meyer
(“Mr. Meyer”) and Yevgeny V. Ruzhitsky (“Mr. Ruzhitsky”) (collectively, the
“Participants”). As of December 26, 2007, Starboard beneficially owns
998,073 shares of Common Stock of the Company, Starboard Value beneficially
owns
736,984 shares of Common Stock of the Company and Parche beneficially owns
327,738 shares of Common Stock of the Company. As the sole
non-managing member of Parche and owner of all economic interests therein,
RCG
Enterprise is deemed to beneficially own the 327,738 shares of Common Stock
of
the Company owned by Parche. As the investment manager of Starboard and the
managing member of each of Parche and Starboard Value, RCG Starboard Advisors
is
deemed to beneficially own the 998,073 shares of Common Stock of the Company
owned by Starboard, the 736,984 shares of Common Stock of the Company owned
by
Starboard Value and the 327,738 shares of Common Stock of the Company owned
by
Parche. As the sole member of RCG Starboard Advisors, Ramius Capital
is deemed to beneficially own the 998,073 shares of Common Stock of the Company
owned by Starboard, the 736,984 shares of Common Stock of the Company owned
by
Starboard Value and the 327,738 shares of Common Stock of the Company owned
by
Parche. As the managing member of Ramius Capital, C4S is deemed to
beneficially own the 998,073 shares of Common Stock of the Company owned
by
Starboard, the 736,984 shares of Common Stock of the Company owned by Starboard
Value and the 327,738 shares of Common Stock of the Company owned by Parche.
As
the managing members of C4S, each of Messrs. Cohen, Stark, Strauss and Solomon
is deemed to beneficially own the 998,073 shares of Common Stock of the Company
owned by Starboard, the 736,984 shares of Common Stock of the Company owned
by
Starboard Value and the 327,738 shares of Common Stock of the Company owned
by
Parche. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial
ownership of such shares of Common Stock of the Company to the extent of
their
respective pecuniary interest therein. As members of a “group” for the purposes
of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each
of
Messrs. Caporale, Jr., Meyer, Mitchell and Ruzhitsky is deemed to beneficially
own the 998,073 shares of Common Stock of the Company owned by Starboard,
the
736,984 shares of Common Stock of the Company owned by Starboard Value and
the
327,738 shares of Common Stock of the Company owned by
Parche. Messrs. Caporale, Jr., Meyer, Mitchell and Ruzhitsky each
disclaim beneficial ownership of the shares of Common Stock of the Company
that
they do not directly own.
Contact:
Media
& Stockholders:
Sard
Verbinnen & Co.
Dan
Gagnier or Renée Soto, 212-687-8080