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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

     
(Mark One)  
[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended                      June 30, 2002                    

or

     
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________________________ to ___________________________

Commission file number    I-8524

MYERS INDUSTRIES, INC.


(Exact name of registrant as specified in its charter)
     
OHIO   #34-0778636

 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
 
1293 SOUTH MAIN STREET, AKRON, OHIO   44301

 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code   (330) 253-5592  

     Indicate whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  x ].      No [   ].

Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes _____. No ______.

     As of July 31, 2002, the number of shares outstanding of the issuer’s Common Stock was:

24,047,418
=========

 


TABLE OF CONTENTS

PART 1 — FINANCIAL INFORMATION
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
CONDENSED STATEMENT OF CONSOLIDATED INCOME
STATEMENTS OF CONSOLIDATED CASH FLOWS
STATEMENT OF SHAREHOLDERS’ EQUITY
NOTES TO FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II — OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
Exhibit Index
Exhibit 21--Subsidiaries
Exhibit 99 -- Officers Consents


Table of Contents

-1-

PART 1 — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001


                       
          June 30,   December 31,
ASSETS   2002   2001

 
 
CURRENT ASSETS
               
 
Cash and temporary cash investments
  $ 11,767,751     $ 7,074,964  
 
Accounts receivable-less allowances of $4,020,000 and $4,417,000, respectively
    108,613,465       104,602,982  
 
Inventories
               
     
Finished and in-process products
    61,894,685       66,239,288  
     
Raw materials and supplies
    15,282,729       15,109,952  
 
   
     
 
 
    77,177,414       81,349,240  
 
Prepaid expenses
    2,847,543       3,591,411  
 
   
     
 
   
Total Current Assets
    200,406,173       196,618,597  
OTHER ASSETS
               
 
Goodwill
    199,405,798       187,960,222  
 
Patents and other intangible assets
    2,300,381       2,834,582  
 
Other
    3,374,632       4,017,156  
 
   
     
 
 
    205,080,811       194,811,960  
PROPERTY, PLANT & EQUIPMENT, AT COST
               
 
Land
    7,634,242       7,311,493  
 
Buildings and leasehold improvements
    75,476,186       73,983,923  
 
Machinery and equipment
    298,916,721       282,140,259  
 
   
     
 
 
    382,027,149       363,435,675  
 
Less allowances for depreciation and amortization
    192,943,291       172,699,854  
 
   
     
 
 
    189,083,858       190,735,821  
 
   
     
 
 
  $ 594,570,842     $ 582,166,378  
 
   
     
 

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001


                     
        June 30,   December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY   2002   2001

 
 
CURRENT LIABILITIES
               
 
Accounts payable
  $ 44,689,814     $ 44,818,664  
 
Accrued expenses
               
   
Employee compensation
    24,044,506       25,501,181  
   
Taxes, other than income taxes
    3,681,142       2,632,663  
   
Accrued Interest
    1,144,312       1,207,733  
   
Other
    14,070,126       12,971,309  
 
Current portion of long-term debt
    17,925,000       17,767,688  
 
   
     
 
   
TOTAL CURRENT LIABILITIES
    105,554,900       104,899,238  
LONG-TERM DEBT, less current portion
    229,769,835       247,145,234  
DEFERRED INCOME TAXES
    13,890,410       12,595,697  
SHAREHOLDERS’ EQUITY
               
 
Serial Preferred Shares (authorized 1,000,000)
    0       0  
 
Common Shares, without par value (authorized 60,000,000 shares; outstanding 24,000,475 and 23,847,694, respectively)
    14,597,552       14,503,828  
 
Additional paid-in capital
    219,084,598       217,594,648  
 
Accumulated other comprehensive income
    (22,142,068 )     (34,411,755 )
 
Retained income
    33,815,615       19,839,488  
 
   
     
 
 
    245,355,697       217,526,209  
 
   
     
 
 
  $ 594,570,842     $ 582,166,378  
 
   
     
 

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED INCOME


                                   
      FOR THE THREE MONTHS ENDED   FOR THE SIX MONTHS ENDED
     
 
      June 30,   June 30,   June 30,   June 30,
      2002   2001   2002   2001
     
 
 
 
Net sales
  $ 153,095,622     $ 152,737,962     $ 302,034,259     $ 317,997,865  
Costs and expenses
                       
 
Cost of sales
    101,364,468       102,446,520       195,804,741       208,815,783  
 
Operating expenses
    37,529,565       39,533,492       72,117,910       79,140,319  
 
Interest, net
    2,975,147       4,998,586       6,017,843       10,586,693  
 
   
     
     
     
 
Total costs & expenses
    141,869,180       146,978,598       273,940,494       298,542,795  
Income before income taxes
    11,226,442       5,759,364       28,093,765       19,455,070  
Income taxes
    4,425,000       2,578,000       11,246,000       8,287,000  
 
   
     
     
     
 
 
Net income
  $ 6,801,442     $ 3,181,364     $ 16,847,765     $ 11,168,070  
 
   
     
     
     
 
Net income per Common Share
  $ .28     $ .13     $ .70     $ .47  
Dividends per Common Share
  $ .06     $ .055     $ .12     $ .11  
Weighted average number of Common Shares outstanding
    23,956,087       23,786,405       23,913,302       23,774,960  


 


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-4-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001


                         
            June 30,   June 30,
            2002   2001
CASH FLOWS FROM OPERATING ACTIVITIES  
 
     
Net income
  $ 16,847,765     $ 11,168,070  
     
Items not affecting use of cash
               
       
Depreciation
    16,945,906       17,051,268  
       
Amortization of goodwill
    0       4,614,310  
       
Amortization of other intangible assets
    523,958       482,443  
       
Deferred taxes
    1,208,696       0  
     
Cash flow provided by (used for) working capital
               
       
Accounts receivable
    1,137,197       14,782,412  
       
Inventories
    6,239,747       5,070,658  
       
Prepaid expenses
    795,113       495,957  
       
Accounts payable and accrued expenses
    (3,446,061 )     (15,778,472 )
 
   
     
 
     
Net cash provided by operating activities
    40,252,321       37,886,646  
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
     
Acquisition of business, net of cash acquired
    (2,819,901 )     (7,480,000 )
     
Additions to property, plant and equipment, net
    (12,004,089 )     (16,126,697 )
     
Other
    1,151,402       (650,474 )
 
   
     
 
     
Net cash used for investing activities
    (13,672,588 )     (24,257,171 )
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
     
Long-term debt repayment
    (6,000,000 )     (6,000,000 )
     
Net borrowing (repayment) of credit facility
    (14,598,982 )     (3,183,227 )
     
Cash dividends paid
    (2,871,638 )     (2,594,880 )
     
Proceeds from issuance of common stock
    1,583,674       670,643  
 
   
     
 
     
Net cash used for financing activities
    (21,886,946 )     (11,107,464 )
 
   
     
 
 
INCREASE IN CASH AND TEMPORARY
               
     
CASH INVESTMENTS
    4,692,787       2,522,011  
 
CASH AND TEMPORARY CASH INVESTMENTS
               
     
JANUARY 1
    7,074,964       2,177,983  
 
   
     
 
CASH AND TEMPORARY CASH INVESTMENTS
               
     
JUNE 30
  $ 11,767,751     $ 4,699,994  
 
   
     
 

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002


                                         
                            Accumulative        
                    Additional   Other        
    Comprehensive   Common   Paid-In   Comprehensive   Retained
    Income   Stock   Capital   Income   Income
   
 
 
 
 
December 31, 2001
          $ 14,503,828     $ 217,594,648       ($34,411,755 )   $ 19,839,488  
Net Income
  $ 16,847,765                               16,847,765  
Foreign Currency Translation
                                       
Adjustment
    12,269,687                       12,269,687          
 
   
                                 
Comprehensive Income
  $ 29,117,452                                  
 
   
                                 
Common Stock Issued
            93,724       1,489,950                  
Dividends
                                    (2,871,638 )
 
           
     
     
     
 
June 30, 2002
          $ 14,597,552     $ 219,084,598       ($22,142,068 )   $ 33,815,615  
 
           
     
     
     
 

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS


(1) Statement of Accounting Policy

     The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.

     In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2002, and the results of operations and cash flows for the six months ended June 30, 2002 and 2001. Certain amounts in the fiscal 2001 financial statements have been reclassified in order to conform with the fiscal year 2002 presentation.

(2) Supplemental Disclosure of Cash Flow Information

     The Company made cash payments for interest expense of $2,698,000 and $4,737,000 for the three months ended June 30, 2002 and 2001, respectively. Cash payments for interest totaled $5,423,000 and $10,661,000 for the six months ended June 30, 2002 and 2001. Cash payments for income taxes totaled $6,683,000 and $8,005,000 for the three months ended June 30, 2002 and 2001. Cash payments for income taxes were $7,736,000 and $8,627,000 for the six months ended June 30, 2002, and 2001.

(3) Goodwill and Intangible Assets

     Effective January 1, 2002, the Company adopted the provisions of SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 141 requires that all business combinations be accounted for by the purchase method and that certain acquired intangible assets be recognized as assets apart from goodwill. No reclassification of intangible assets apart from goodwill was necessary as a result of the Company adopting the new standard.

     Under the provisions of SFAS No. 142, the Company was required to perform a transitional goodwill impairment test within six months of adopting the new standard and to test for impairment on a least an annual basis thereafter. For purposes of transitional impairment testing, the Company determined the fair value of its reporting units using discounted cash flow models and relative market multiples for comparable businesses. The Company compared the fair value of each of its reporting units to their respective carrying values, including related goodwill, which resulted in no impairment loss being recognized.

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS


(3) Goodwill and Intangible Assets (Con’t)

     In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill effective January 1, 2002. Had goodwill amortization not been recorded in the quarter and six months ended June 30, 2001, income before taxes would have increased approximately $2.3 million and $4.6 million, respectively and net income per share by $.075 and $.15. For the full year 2001, goodwill amortization reduced income before taxes by approximately $9.2 million and net income per share by $.30.

(4) Segment Information

     The Company’s business units have separate management teams and offer different products and services. Using the criteria of FASB No. 131, these business units have been aggregated into two reportable segments; Distribution of after-market repair products and services and Manufacturing of polymer products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average of gross margin and the impact of economic conditions on long-term financial performance).

     The Company’s distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.

     The Company’s manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe.

     Sales to external customers for manufactured plastic products were $100.9 million for the quarter and $207.8 million for the six months ended June 30, 2002, while sales of rubber products were $13.0 million and $23.2 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $99.7 million for the quarter and $222.1 million for the six months ended June 30, 2001 while sales of rubber products were $13.1 million for the quarter and $24.4 million for the quarter and year-to-date periods, respectively.

     Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income, general corporate overhead expenses and interest expenses are not included.

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


(4) Segment information (Con’t)

                                     
        Three Months Ended   Six Months Ended
(In Thousands)   June 30,   June 30,
   
 
Net Sales   2002   2001   2002   2001
   
 
 
 
   
Distribution of aftermarket repair products and services
  $ 39,220     $ 39,987     $ 71,031     $ 71,557  
   
Manufacturing of polymer products
    117,699       116,089       238,066       252,799  
   
Intra-segment elimination
    (3,823 )     (3,338 )     (7,063 )     (6,358 )
 
   
     
     
     
 
 
  $ 153,096     $ 152,738     $ 302,034     $ 317,998  
 
   
     
     
     
 
Income Before Income Taxes
                               
 
Distribution of aftermarket repair products and services
  $ 3,881     $ 3,902     $ 6,759     $ 6,362  
 
Manufacturing of polymer products
    12,999       9,644       32,594       29,136  
 
Corporate
    (2,679 )     (2,788 )     (5,241 )     (5,456 )
 
Interest expense — net
    (2,975 )     (4,999 )     (6,018 )     (10,587 )
 
   
     
     
     
 
 
  $ 11,226     $ 5,759     $ 28,094     $ 19,455  
 
   
     
     
     
 

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

     Net sales for the quarter ended June 30, 2002 were $153.1 million, a slight increase from the $152.7 million reported in the second quarter of 2001. Sales in the manufacturing segment increased $1.6 million or one percent as higher unit volumes offset the impact of competitive pricing conditions currently prevailing in most industrial markets served by the Company. Sales in the distribution segment decreased 2 percent based on a continuation of weak demand, particularly for capital equipment. The translation effect of foreign currencies, primarily the euro, had only a minor impact by increasing sales in the manufacturing segment, and total sales, approximately one percent.

     For the six months ended June 30, 2002, net sales were $302.0 million, a decrease of $16 million or 5 percent compared with the prior year. On a segment basis, sales in the distribution segment decreased approximately one percent reflecting slightly lower unit volumes while manufacturing segment sales were down 6 percent based on reductions in both pricing and unit volumes. For the six month period the translation effect of foreign currencies had virtually no impact on reported sales.

     Cost of sales decreased slightly for the quarter compared with the prior year period and, consequently, gross profit expressed as a percentage of sales rose to 33.8 percent compared with 32.9 percent last year. In the distribution segment, margins improved slightly based on a continuing shift in sales mix to consumable supplies compared to lower margin capital equipment. In the manufacturing segment, margins also improved slightly as raw material costs, which increased compared with the first quarter, were lower than the prior year period and offset the decreased absorption of fixed manufacturing costs resulting from lower production levels.

     For the six months ended June 30, 2002, cost of sales decreased 6 percent and gross profit, expressed as a percentage of sales, improved to 35.2 percent from 34.3 percent in the prior year. In the distribution segment, favorable sales mix resulted in a slightly higher gross margin for the current six month period while lower raw material costs also led to a slight improvement in margins for the manufacturing segment.

     Total operating expenses decreased $2.0 million or 5 percent for the quarter and $7.0 million or 9 percent for the six months ended June 30, 2002 compared with the prior year periods. The reduction in operating expense includes $2.3 million for the quarter and $4.6 million year to date, related to goodwill amortization in the prior year periods which did not impact the current year. In addition, cost control efforts further reduced operating expenses by $2.4 million for the six months ended June 30, 2002. Excluding the impact of goodwill amortization, operating expenses expressed as a percentage of sales were virtually unchanged at 24.5 percent for the quarter and 23.9 percent for the six month period in the current year compared to 24.4 percent and 23.4 percent in the same periods a year ago.

 


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PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations (Con’t)

     Net interest expense decreased $2.0 million or 40 percent for the quarter and $4.6 million or 43 percent for the six month period ended June 30, 2002, compared with the prior year. This decrease reflects primarily the impact of lower interest rates, although the Company also received the benefit from lower average borrowing levels in the current year.

     The effective income tax rate for the quarter ended June 30, 2002 was reduced to 39.4 percent from 44.8 percent in the prior year. For the six months ended June 30, 2002, the effective tax rate was 40.0 percent compared with 42.6 percent in the prior year. This decrease is primarily attributable to the elimination of non-deductible goodwill amortization.

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operating activities was $40.3 million for the six months ended June 30, 2002 compared with $37.9 million for same period in the prior year. Long-term debt was reduced $17.3 million from December 31, 2001 and debt as a percentage of total capitalization was 50 percent at June 30, 2002. Working capital increased from $91.7 million at December 31, 2001 to $94.8 million at June 30, 2002.

     Capital expenditures for the six months ended June 30, 2002 were approximately $12 million and are anticipated to be in the range of $25 million to $30 million for the full year. Management believes that anticipated cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

MARKET RISK AND DERIVATIVE FINANCIAL INSTRUMENTS

     The Company has financing arrangements that require interest payments based on floating interest rates. As such, the Company’s financial results are subject to change in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates.

     Some of the Company’s subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. The Company believes that foreign currency exchange rate fluctuations do not represent a significant market risk due to the nature of the foreign countries in which we operate, primarily Canada and Western Europe, as well as the size of those operations relative to the total Company.

     The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative con-tracts to hedge this risk, however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.

 


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-11-

PART II — OTHER INFORMATION

MYERS INDUSTRIES INC.


Item 4. Submission of Matters to a Vote of Security Holders.

     
     
The Annual Meeting of Shareholders was held on April 25, 2002, and the following
matters were voted on a that meeting.
     
1.   Proposal to set the number of Directors at nine.
         
For
Against
Abstain
    16,781,085 352,920 65,766  
     
2.   At the election nine Directors were voted upon. All of the Directors nominated were elected.
The results of this voting are as follows:
                 
            Votes
Name of Director   Votes for   Withheld
Stephen E. Myers     14,678,558       2,521,213  
Milton I. Wiskind     14,637,793       2,561,978  
Karl S. Hay     17,109,858       89,913  
Richard P. Johnston     17,102,472       97,299  
Richard Osborne     17,118,290       81,481  
Jon H. Outcalt     17,115,827       83,944  
Michael Kane     17,039,589       160,182  
Edward Kissel     16,999,886       199,885  
Keith A. Brown     17,118,412       81,359  
     
3.   Proposal to amend the Myers Industries, Inc. 1999 Stock Plan to provide eligible non-employee directors with stock options under the Plan.
         
For
Against
Abstain
    16,185,316 578,840 435,615  

 


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-12-

PART II — OTHER INFORMATION

MYERS INDUSTRIES INC.


Item 6. Exhibits and Reports on Form 8-K

     
(a)   Exhibits
 
    See Exhibit Index page.
 
(c)   Form 8-K
     
(1)   Form 8-K filed on June 13, 2002 regarding the termination of Arthur Andersen LLP and
the retention of Ernst & Young LLP as the registrants independent auditor.
 
(2)   Form 8-K/A filed on June 26, 2002 regarding the termination of Arthur Andersen LLP and
retention of Ernst & Young LLP as the registrants independent auditor.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
    MYERS INDUSTRIES, INC.
 
8/13/2002

Date
  By: \s\ Gregory J. Stodnick

Gregory J. Stodnick
Vice President-Finance
Financial Officer (Duly Authorized
Officer and Principal Financial
and Accounting Officer)

 


Table of Contents

Exhibit Index

     
3(a)   Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit (3)(a) to Form 10-Q filed with the Commission on May 17, 1999.
3(b)   Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(ii) to Form10-Q filed with the Commission on May 14, 1997.
10(a)   Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.
10(b)   Form of Indemnification Agreement for Directors and Officers.*Reference is made to Exhibit 10(b) to Form 10-K filed with the Commission on March 30, 2001.
10(c)   Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. *Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.
10(d)   Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 30, 2001.
10(e)   Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*
10(f)   Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on May 7, 2002*
10(g)   Milton I. Wiskind Supplemental Compensation Agreement. Reference is made to Exhibit 10 to Form 10-Q filed with the Commission on May 14, 1997.*
10(h)   Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit 10(h) to Form 10-K filed with the Commission on March 26, 1998.*
10(i)   Loan Agreement Between Myers Industries, Inc. and Banc One, Michigan, Agent (f/k/a NBD Bank) Dated as of February 3, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on February 19,1999.
10(j)   First Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 2, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on August 13,1999.

 


Table of Contents

     
10(k)   Annex 1 to First Amendment Loan Agreement, Being the Loan Agreement, as Amended, among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 2, 1999. Reference is made to Exhibit 10(c) to Form 8-K filed with the Commission on August 13,1999.
10(l)   Second Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 2, 2000. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 30, 2001.
10(m)   Third Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of October 6, 2000. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 30, 2001.
10(n)   Fourth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of December 31, 2000. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 30, 2001.
10(o)   Fifth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 7, 2001. Reference is made to Exhibit 10(n) to Form 10-Q filed with the Commission on November 13, 2001.
21   Subsidiaries of the Registrant
99   Certifications of Stephen E. Myers, Chief Executive Officer and Gregory J. Stodnick, Vice President – Finance (Chief Financial Officer), of Myers Industries, Inc. Pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.


          * Indicates executive compensation plan or arrangement.