UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 7)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
A. Schulman, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
808194104
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(CUSIP Number)
Mr. James A. Mitarotonda
c/o Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
(212) 974-5700
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 7, 2005
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(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: |_|.
This Amendment No. 7 amends and supplements the Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on June 6, 2005, as amended
by that certain Amendment No. 1 filed on July 1, 2005, that certain Amendment
No. 2 filed on August 3, 2005, that certain Amendment No. 3 filed on August 25,
2005, that certain Amendment No. 4 filed on September 8, 2005, that certain
Amendment No. 5 filed on September 13, 2005 and that certain Amendment No. 6
filed on September 28, 2005 (together, the "Statement") by and on behalf of
Barington Companies Equity Partners, L.P. ("Barington") and others with respect
to the common stock, par value $1.00 per share (the "Common Stock"), of A.
Schulman, Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 3550 West Market Street, Akron, Ohio
44333.
Item 4. Purpose of Transaction.
----------------------
The information contained in Item 4 of the Statement is hereby amended
and supplemented as follows:
On October 10, 2005, Barington Companies Equity Partners, L.P.
("Barington") delivered to the Secretary of the Company a letter dated October
7, 2005 (the "Nomination Letter") notifying the Company of Barington's intention
to nominate three (3) persons for election to the Board of Directors of the
Company at the 2005 Annual Meeting of Stockholders of the Company. A copy of the
Nomination Letter is attached as Exhibit 99.8 hereto and incorporated herein by
reference.
On October 11, 2005, Barington Capital Group, L.P., an affiliate of
Barington, issued a press release announcing Barington's intention to
nominate three (3) persons for election to the Board of Directors of the
Company at the 2005 Annual Meeting of Stockholders of the Company. A copy of
the press release is attached as Exhibit 99.9 hereto and incorporated herein
by reference.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 of the Statement is hereby amended and supplemented as follows:
Exhibit No. Exhibit Description
99.8 Letter, dated October 7, 2005, from Barington to the
Secretary of the Company.
99.9 Press Release issued by Barington Capital Group, L.P.,
dated October 11, 2005
SIGNATURES
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: October 11, 2005
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Managing Member
/s/ James A. Mitarotonda
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James A. Mitarotonda
BARINGTON COMPANIES OFFSHORE
FUND, LTD. (BVI)
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President
BARINGTON COMPANIES ADVISORS, LLC
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Authorized Signatory
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and CEO
LNA CAPITAL CORP.
By: /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: President and CEO
PARCHE, LLC
By: Admiral Advisors, LLC, its managing
member
By: /s/ Jeffrey M. Solomon
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Name: Jeffrey M. Solomon
Title: Authorized Signatory
STARBOARD VALUE & OPPORTUNITY FUND, LLC
By: Admiral Advisors, LLC, its managing
member
By: /s/ Jeffrey M. Solomon
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Name: Jeffrey M. Solomon
Title: Authorized Signatory
ADMIRAL ADVISORS, LLC
By: Ramius Capital Group, LLC,
its sole member
By: /s/ Jeffrey M. Solomon
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Name: Jeffrey M. Solomon
Title: Authorized Signatory
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLC, its Managing Member
By: /s/ Jeffrey M. Solomon
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Name: Jeffrey M. Solomon
Title: Managing Member
C4S & CO., LLC
By: /s/ Jeffrey M. Solomon
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Name: Jeffrey M. Solomon
Title: Managing Member
/s/ Jeffrey M. Solomon
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Jeffrey M. Solomon, individually and as
attorney-in-fact for Peter A. Cohen,
Morgan B. Stark, and Thomas W. Strauss
MILLENCO, L.P.
By: Millennium Management, L.L.C., its
general partner
By: /s/ David Nolan
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Name: David Nolan
Title: Executive Vice President
MILLENNIUM MANAGEMENT, L.L.C.
By: /s/ David Nolan
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Name: David Nolan
Title: Executive Vice President
/s/ Israel A. Englander by Simon M. Lorne
pursuant to Power of Attorney previously
filed with the SEC
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Israel A. Englander
RJG CAPITAL PARTNERS, L.P.
By: RJG Capital Management, LLC, its
general partner
By: /s/ Ronald J. Gross
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Name: Ronald J. Gross
Title: Managing Member
RJG CAPITAL MANAGEMENT, LLC
By: /s/ Ronald J. Gross
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Name: Ronald J. Gross
Title: Managing Member
/s/ Ronald J. Gross
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Ronald J. Gross
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND,
L.P.
By: D.B. ZWIRN PARTNERS, LLC,
its general partner
BY: ZWIRN HOLDINGS, LLC,
its managing member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND
(TE), L.P.
By: D.B. ZWIRN PARTNERS, LLC, its general
partner
BY: ZWIRN HOLDINGS, LLC,
its managing member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND,
LTD.
By: D.B. Zwirn & Co., L.P., its manager
By: DBZ GP, LLC, its general partner
By: Zwirn Holdings, LLC, its managing
member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
HCM/Z SPECIAL OPPORTUNITIES LLC
By: D.B. Zwirn & Co., L.P., its manager
By: DBZ GP, LLC, its general partner
By: Zwirn Holdings, LLC, its managing
member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
D.B. ZWIRN & CO., L.P.
By: DBZ GP, LLC, its general partner
By: Zwirn Holdings, LLC, its managing
member
By: /s/ Daniel B. Zwirn
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Name: Daniel B. Zwirn
Title: Managing Member
DBZ GP, LLC
By: Zwirn Holdings, LLC, its managing
member
By: /s/ Daniel B. Zwirn
------------------------------------
Name: Daniel B. Zwirn
Title: Managing Member
ZWIRN HOLDINGS, LLC
By: /s/ Daniel B. Zwirn
------------------------------------
Name: Daniel B. Zwirn
Title: Managing Member
/s/ Daniel B. Zwirn
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Daniel B. Zwirn
/s/ Phillip D. Ashkettle
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Phillip D. Ashkettle