-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKdnls1/JgpmNWs3mrv1tZJ8nmix71scowYzNokHrAioj8v/HFuVb3Ts6qutKTyu Xq17PepyablexsgwOn+CUA== 0000950123-01-506236.txt : 20010906 0000950123-01-506236.hdr.sgml : 20010906 ACCESSION NUMBER: 0000950123-01-506236 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH VITA PLC CENTRAL INDEX KEY: 0000924442 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OLDHAM RD STREET 2: MIDDLETON CITY: MANCHESTER STATE: X0 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPARTECH CORP CENTRAL INDEX KEY: 0000077597 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 430761773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33091 FILM NUMBER: 1731281 BUSINESS ADDRESS: STREET 1: 120 S CENTRAL AVE STREET 2: STE 1700 CITY: CLAYTON STATE: M0 ZIP: 63105 BUSINESS PHONE: 3147214242 MAIL ADDRESS: STREET 1: 120 S CENTRAL AVE STREET 2: STE 1700 CITY: CLAYTON STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: PERMANEER CORP DATE OF NAME CHANGE: 19781019 FORMER COMPANY: FORMER CONFORMED NAME: SPARTAN MANUFACTURING CORP DATE OF NAME CHANGE: 19830621 SC 13D/A 1 y53067sc13da.txt AMENDMENT NO. 6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Spartech Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 8472201 (CUSIP Number) British Vita PLC c/o John T. O'Connor, Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, NY 10005 (212) 530-5548 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 2001 ------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report to acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement:[ ]. 2 SCHEDULE 13D CUSIP NO.: 8472201 (1) NAME OF REPORTING PERSON: British Vita PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS: OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] (6) CITIZENSHIP OR PLACE OF ORGANIZATION: England and Wales NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 12,310,961* (8) SHARED VOTING POWER: NA (9) SOLE DISPOSITIVE POWER: 12,310,961* (10) SHARED DISPOSITIVE POWER: NA (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,310,961 shares of common stock* (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 46%** (14) TYPE OF REPORTING PERSON: CO - ---------- * British Vita PLC , through direct control of Vita Investments (North America) Limited ("VIL"), beneficially owns 12,310,961 Common Shares. ** According to the Issuer's Quarterly report on Form 10-Q for the quarterly period ended May 5, 2001, there were 26,695,531 shares of Common Stock outstanding on that date. 3 This Statement constitutes Amendment No. 6 to the Schedule 13D filed by British Vita PLC ("Vita") with the Securities and Exchange Commission (the "SEC") on September 18, 1989, as amended by Amendment No. 1 thereto filed with the SEC on December 6, 1989, Amendment No. 2 filed with the SEC on December 13, 1989, Amendment No. 3 filed with the SEC on May 26, 1994, Amendment No. 4 filed with the SEC on May 1, 1995 and Amendment No. 5 filed with the SEC on July 23, 1998 (as so amended, the "Schedule 13D"), with respect to the common stock, par value $.75 per share (the "Common Stock"), of Spartech Corporation (the "Issuer"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. Other than as set forth herein, there has been no material change in the information set forth in items 1 through 7 of the Schedule 13D. 1. Item 2 of the Schedule 13D is hereby amended to add the following: Vita's business address is Oldham Road, Middleton, Manchester M24 2DB. Information regarding the executive officers and directors of Vita and VIL is included on Schedule A, which is incorporated herein by reference. During the last five years, none of Vita, VIL, nor, to the best knowledge of Vita or VIL, any person named in Schedule A, has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or state securities laws or finding any violation with respect to such laws. 2. Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows: Vita has concluded that its shareholders are no longer best served by Vita remaining as a 46% shareholder in Spartech. Accordingly, the Board has retained financial and legal advisors to explore its options with regard to the divestment of its holdings. Other than as stated above, Vita does not currently have any plans or proposals which relate to or would result in: (a) The acquisition by any person 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 of 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; 4 (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's 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; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. 3. Paragraph (a) of Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: (a) As of the date hereof, the aggregate number of Common Shares beneficially owned by Vita is 12,310,961 or approximately 46% of the issued and outstanding Common Shares based upon the 26,695,531 Common Shares outstanding as reported in the Issuer's Quarterly Report of Form 10-Q for the quarter ended May 5, 2001. Vita, through direct control of VIL, has the power to direct the voting and disposition of all 12,310,961 Common Shares. Except for information set forth in this Item 5, neither Vita nor, to the best knowledge of Vita, any of the executive officers and directors of Vita beneficially owns any Common Shares of the Issuer. 4. Paragraph (c) of Item 5 of the Schedule 13D is hereby amended to add at the end thereat the following: (c) Vita acquired additional Common Shares pursuant to the Spartech Dividend Reinvestment Plan on the dates and in the amounts as follows: 7 July 1997 29,322 5 October 1997 27,052 6 January 1998 32,918 25 March 1998 23,478 7 August 1998 22,993 12 October 1998 45,109 5 January 1999 34,911 5 7 March 1999 36,942 1 July 1999 27,572 7 October 1999 27,973 5 January 2000 34,345 5 April 2000 24,439 5 July 2000 32,970 5 October 2000 60,302 17 January 2001 54,738 19 April 2001 60,910 Except for the accumulation of 575,974 Common Shares pursuant to the Spartech Dividend Reinvestment Plan, neither Vita, VIL, nor to the best knowledge of Vita or VIL, any of the executive officers and directors of Vita or VIL has effected any transactions in Common Shares since Amendment No. 5 to the Schedule 13D was filed on July 23, 1998. 6 SIGNATURE The undersigned certifies that after reasonable inquiry and to the best of my knowledge and belief, the information set forth in this Amendment No. 6 to the Schedule 13D. I certify that the information set forth in this statement is true, complete and correct. September 3, 2001 British Vita PLC By: /s/ J. Mercer _____________________ Name: J. Mercer Title: Executive Chairman 7 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF VIL The names and present principal occupations of the directors and executive officers of VIL are set forth below. Unless otherwise indicated, the business address of each director and executive officer of VIL set forth below is that of Vita. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to VIL. Each individual named below is a director of VIL, except for Mr. Teague who is the Secretary of VIL. Each of the named individuals is a citizen of the United Kingdom. Mr. J. Mercer Director Mr. D. A. Campbell Director Mr. C. J. J. O'Connor Director Mr. R. Dobson Director Mr. F. J. Libeert Director Mr. A. R. Teague Company Secretary DIRECTORS AND EXECUTIVE OFFICERS OF VITA The names and present principal occupations of the directors and executive officers of Vita are set forth below. The business address of each director and executive officer of Vita is that of Vita. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Vita. Each individual named below is a director of Vita, except for Mr. Teague who is the Secretary of Vita. Each of the named individuals is a citizen of the United Kingdom. Mr. J. Mercer Executive Chairman Mr. D. A. Campbell Managing Director Mr. C. J. J. O'Connor Finance Director Mr. F. J. J. Libeert Director Mr. R. Dobson Director Mr. H .J. J. van Beijeren Director Mr. D. Cotterill Non-executive Director, Chief Executive of Renold PLC Mr. R.T. Scholes Non-executive Director, Director of Kleinwort Benson Securities Limited Mr. M.A. Jones Non-executive Director, Retired former Senior officer of National Westminster Bank -----END PRIVACY-ENHANCED MESSAGE-----