-----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, KYQZEjv9G5pCspnfSriQW2PJ85CYRwSdPEmkxOelxzOM1ieGbSUWYw2SxPqcWpoj W8WLhsk7IjBt2klS+WFA0Q== 0000922423-05-001672.txt : 20051025 0000922423-05-001672.hdr.sgml : 20051025 20051025172725 ACCESSION NUMBER: 0000922423-05-001672 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051025 DATE AS OF CHANGE: 20051025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULMAN A INC CENTRAL INDEX KEY: 0000087565 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340514850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17767 FILM NUMBER: 051155204 BUSINESS ADDRESS: STREET 1: 3550 W MARKET ST CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 3306663751 MAIL ADDRESS: STREET 1: 3550 W MARKET STREET CITY: AKRON STATE: OH ZIP: 44333 SC 13D/A 1 kl101037_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 8) 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. ----------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 808194104 --------- (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 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 2005 ---------------- (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: |_|. 16 SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Equity Partners, L.P. 13-4088890 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 495,893 SHARES ________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 495,893 WITH ________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,893 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.62% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Investors, LLC 13-4126527 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 495,893 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 495,893 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,893 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.62% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Offshore Fund, Ltd. (BVI) ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 336,188 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 336,188 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 336,188 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Advisors, LLC 20-0327470 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x] (b)|_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 336,188 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 336,188 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 697,109 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.28% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IA, OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Capital Group, L.P. 13-3635132 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 832,081 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 832,081 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,193,002 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LNA Capital Corp. 13-3635168 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 832,081 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 832,081 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,193,002 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Mitarotonda ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 832,081 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 832,081 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,193,002 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Parche, LLC 20-0870632 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 184,826 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 184,826 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 184,826 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Starboard Value & Opportunity Fund, LLC 20-0666124 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 970,372 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 970,372 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 970,372 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.17% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Admiral Advisors, LLC 37-1484525 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,155,198 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,155,198 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ramius Capital Group, LLC 13-3937658 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,155,198 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,155,198 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IA, OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C4S & Co., LLC 13-3946794 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,155,198 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,155,198 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter A. Cohen ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,155,198 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 1,155,198 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan B. Stark _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,155,198 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 1,155,198 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey M. Solomon ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,155,198 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 1,155,198 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas W. Strauss ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,155,198 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 1,155,198 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,198 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.77% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Millenco, L.P. 13-3532932 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 39,868 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 39,868 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,789 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.31% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN, BD ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Millennium Management, L.L.C. 13-3804139 _______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 39,868 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 39,868 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,789 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.31% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Israel A. Englander _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 39,868 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 360,921 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 39,868 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 360,921 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,789 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.31% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RJG Capital Partners, L.P. 20-0133443 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 12,500 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 12,500 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RJG Capital Management, LLC 20-0027325 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 12,500 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 12,500 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Gross _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 12,500 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 12,500 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund, L.P. 73-1637217 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 28,393 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 28,393 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,393 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund (TE), L.P. 20-0024165 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 28,397 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 28,397 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,397 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn Special Opportunities Fund, Ltd. ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 170,354 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 170,354 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 170,354 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.56% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HCM/Z Special Opportunities LLC 98-0436333 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 56,783 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 56,783 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,783 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.19% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.B. Zwirn & Co., L.P. 02-0597442 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 283,927 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 283,927 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,927 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.93% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DBZ GP, LLC 42-1657316 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 283,927 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 283,927 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,927 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.93% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zwirn Holdings, LLC 30-0080444 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 283,927 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 283,927 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,927 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.93% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 808194104 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel B. Zwirn _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 283,927 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 283,927 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,927 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.93% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ This Amendment No. 8 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, that certain Amendment No. 6 filed on September 28, 2005 and that certain Amendment No. 7 filed on October 11, 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 2. Identity and Background. ----------------------- The first and second paragraphs of Item 2(a)-(c) of the Statement are hereby amended and restated as follows: (a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd. (BVI), Barington Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Parche, LLC, Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC, Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, Millenco, L.P., Millennium Management, L.L.C., Israel A. Englander, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn (each, a "Reporting Entity" and, collectively, the "Reporting Entities"). As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 2,684,495 shares of Common Stock, representing approximately 8.8% of the shares of Common Stock presently outstanding. Item 4. Purpose of Transaction. ---------------------- The information contained in Item 4 of the Statement is hereby supplemented as follows: On October 21, 2005, the Company entered into an agreement (the "Agreement") with the Reporting Entities that will avoid a proxy contest for the election of directors at the Company's 2005 annual meeting of stockholders. A copy of the joint press release announcing the Agreement is attached as Exhibit 99.11 hereto and incorporated by reference herein. The following is a brief description of the terms of the Agreement, which description is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.12 hereto and incorporated by reference herein. Under the terms of the Agreement, the Reporting Entities have agreed to withdraw notice of the intention of Barington to nominate persons for election as directors at the 2005 annual meeting and to abide by certain standstill provisions until the Company's 2007 annual meeting of stockholders. The Company has agreed to consummate a self-tender offer to repurchase 8,750,000 shares of the Company's common stock at a price of no less than $20 per share. The tender offer is intended to be completed by December 20, 2005. The standstill provisions applicable to the Reporting Entities will terminate if the Company does not complete the tender offer by April 30, 2006. In addition, the Board of Directors has authorized an increase in the size of the Board of Directors to 12 directors from its current 10. James A. Mitarotonda, the Chairman, President and Chief Executive Officer of Barington Capital Group L.P., has been appointed as a director to serve until the Company's 2007 annual meeting of stockholders. An additional new director, reasonably acceptable to the Company and the Reporting Entities, will also be appointed to the Board within 30 days of the date of the Agreement to serve until the Company's 2008 annual meeting of stockholders. Further provisions of the Agreement include requirements for the Company to: o work with representatives of the Reporting Entities to create a plan to improve the operations and profitability of the Company; o establish a lead independent director; o implement a regular evaluation of the Company's rights agreement by the independent members of the Board of Directors; and o submit for the approval of the Company's stockholders at the 2005 annual meeting an amendment to the Company's charter that would remove a supermajority voting provision relating to certain business combinations and other transactions. The Company also has retained Credit Suisse First Boston ("CSFB") to act as financial advisor to the Board of Directors. In accordance with the Agreement, the Board has agreed to instruct CSFB to speak with third parties who express interest in presenting strategic alternatives to the Board, assess the viability of any such strategic alternatives and regularly present updates to the Board. Phillip Ashkettle will no longer be included as a member of any group with the Reporting Entities as of October 21, 2005. Mr. Ashkettle disclaims membership in any "group" with the Reporting Entities for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, and will not be included in future amendments to this Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Items 5(a) and 5(b) of the Statement are hereby amended and restated as follows: (a) As of the date hereof, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 495,893 shares of Common Stock, representing approximately 1.62% of the shares of Common Stock presently outstanding based upon the 30,605,296 shares of Common Stock reported by the Company to be issued and outstanding as of June 30, 2005 in its Form 10-Q filed with the Securities and Exchange Commission on July 11, 2005 (the "Issued and Outstanding Shares"). As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 495,893 shares of Common Stock owned by Barington Companies Equity Partners, L.P. As of the date hereof, Barington Companies Offshore Fund, Ltd. (BVI) beneficially owns 336,188 shares of Common Stock, constituting approximately 1.1% of the Issued and Outstanding Shares. As of the date hereof, Barington Companies Advisors, LLC beneficially owns 360,921 shares of Common Stock, which shares are held in a managed account as further described in Item 6 of the Statement. As the investment advisor to Barington Companies Offshore Fund, Ltd. (BVI), Barington Companies Advisors, LLC may also be deemed to beneficially own the 336,188 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 697,109 shares, constituting approximately 2.28% of the Issued and Outstanding Shares. As the Managing Member of Barington Companies Advisors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 360,921 shares of Common Stock beneficially owned by Barington Companies Advisors, LLC and the 336,188 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI). As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 495,893 shares of Common Stock owned by Barington Companies Equity Partners, L.P., representing an aggregate of 1,193,002 shares, constituting approximately 3.9% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 495,893 shares owned by Barington Companies Equity Partners, L.P., the 360,921 shares of Common Stock beneficially owned by Barington Companies Advisors, LLC and the 336,188 shares owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 1,193,002 shares, constituting approximately 3.9% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 495,893 shares owned by Barington Companies Equity Partners, L.P., the 360,921 shares of Common Stock beneficially owned by Barington Companies Advisors, LLC and the 336,188 shares owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 1,193,002 shares, constituting approximately 3.9% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 495,893 shares owned by Barington Companies Equity Partners, L.P. and the 336,188 shares owned by Barington Companies Offshore Fund, Ltd. (BVI) and shared voting and dispositive power with respect to the 360,921 shares of Common Stock beneficially owned by Barington Companies Advisors, LLC by virtue of his authority to vote and dispose of such shares. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein. As of the date hereof, each of Parche, LLC and Starboard Value & Opportunity Fund, LLC beneficially own 184,826 shares and 970,372 shares of Common Stock, respectively, constituting approximately 0.6% and 3.17%, respectively, of the Issued and Outstanding Shares. As the Managing Member of each of Parche, LLC and Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 184,826 shares and the 970,372 shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.77% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, LLC may be deemed to beneficially own the 184,826 shares and the 970,372 shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.77% of the Issued and Outstanding Shares. As the Managing Member of Ramius Capital Group, LLC, C4S & Co., LLC may be deemed to beneficially own the 184,826 shares and the 970,372 shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.77% of the Issued and Outstanding Shares. As the Managing Members of C4S & Co., LLC, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 184,826 shares and the 970,372 shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC, respectively, representing an aggregate of 1,155,198 shares, constituting approximately 3.77% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 184,826 shares and the 970,372 shares owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC, respectively, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon & Strauss disclaim beneficial ownership of such shares. As of the date hereof, Millenco, L.P. may be deemed to beneficially own an aggregate of 400,789 shares of Common Stock, representing approximately 1.31% of the Issued and Outstanding Shares, 360,921 shares of which are held in a managed account as further described in Item 6 of the Statement and 39,868 shares of which are owned by Millenco, L.P. Of the 39,868 shares owned by Millenco, L.P., Millenco, L.P. holds open short positions of 5,388 shares of Common Stock. As the general partner of Millenco, L.P., Millennium Management, L.L.C. may be deemed to beneficially own the 400,789 shares of Common Stock which may be deemed to be beneficially owned by Millenco, L.P. As the Managing Member of Millennium Management, L.L.C., which in turn is the general partner of Millenco, L.P., Mr. Englander may be deemed to beneficially own the 400,789 shares of Common Stock which may be deemed to be beneficially owned by Millenco, L.P., constituting approximately 1.31% of the Issued and Outstanding Shares. Each of Millennium Management L.L.C. and Mr. Englander disclaims beneficial ownership of any such shares except to the extent of its or his respective pecuniary interest therein. As of the date hereof, RJG Capital Partners, L.P. beneficially owns 12,500 shares of Common Stock, constituting approximately 0.04% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 12,500 shares owned by RJG Capital Partners, L.P., constituting approximately 0.04% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 12,500 shares owned by RJG Capital Partners, L.P., constituting approximately 0.04% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 12,500 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein. As of the date hereof, each of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. beneficially own 28,393 shares and 28,397 shares of Common Stock, respectively, constituting approximately 0.09% and 0.09%, respectively, of the Issued and Outstanding Shares. As of the date hereof, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 170,354 shares and 56,783 shares of Common Stock, respectively, constituting approximately 0.56% and 0.19%, respectively, of the Issued and Outstanding Shares. As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 28,393 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 28,397 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 170,354 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 56,783 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 283,927 shares, constituting approximately 0.93% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 28,393 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 28,397 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 170,354 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 56,783 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 283,927 shares, constituting approximately 0.93% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 28,393 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 28,397 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 170,354 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 56,783 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 283,927 shares, constituting approximately 0.93% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 28,393 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 28,397 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 170,354 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 56,783 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 283,927 shares, constituting approximately 0.93% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity. (b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except for the following persons: (1) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. (2) Pursuant to an account management agreement between Millennium Operations, LLC and Barington Companies Advisors, LLC (the "Management Agreement"), Barington Companies Advisors, LLC manages an investment account on behalf of Millenco, L.P. The 360,921 shares of Common Stock purchased in that managed account on behalf of Millenco, L.P. have been reported herein as being beneficially owned by Barington Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp. and James Mitarotonda and may also be deemed to be beneficially owned by Millenco, L.P., Millennium Management, L.L.C. and Israel Englander. Each such Reporting Entity may be deemed to have shared voting and dispositive power with respect to such shares. Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person's relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. ------------------------------------------------------------ On October 21, 2005, the Reporting Entities entered into an Agreement with the Company, as described in Item 4, a copy of which is attached as Exhibit 99.12 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 - -------------------------------------------------------------------------------- 99.10 Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, James Mitarotonda, Barington Companies Offshore Fund, Ltd., Barington Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., Parche, LLC, Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC, Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, Millenco, L.P., Millennium Management, L.L.C., Israel A. Englander, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated October 25, 2005 (which supersedes and replaces the Agreement of Joint Filing dated September 13, 2005, as previously filed as Exhibit 99.6 to the Schedule 13D filed with the SEC on September 13, 2005). - -------------------------------------------------------------------------------- 99.11 Joint Press Release dated October 24, 2005. - -------------------------------------------------------------------------------- 99.12 Agreement among A. Schulman, Inc., Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, James Mitarotonda, Barington Companies Offshore Fund, Ltd., Barington Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., Parche, LLC, Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC, Ramius Capital Group, LLC, C4S & Co., LLC, Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, Millenco, L.P., Millennium Management, L.L.C., Israel A. Englander, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated October 21, 2005 - -------------------------------------------------------------------------------- SIGNATURES ---------- 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 25, 2005 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ---------------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ------------------------------------- Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon ------------------------------------- Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon ----------------------------------------- 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 ------------------------------------- Name: David Nolan Title: Executive Vice President MILLENNIUM MANAGEMENT, L.L.C. By: /s/ David Nolan -------------------------------------- Name: David Nolan Title: Executive Vice President /s/ Israel A. Englander by David Nolan pursuant to Power of Attorney previously filed with the SEC ---------------------------------------- Israel A. Englander RJG CAPITAL PARTNERS, L.P. By: RJG Capital Management, LLC, its general partner By: /s/ Ronald J. Gross -------------------------------------- Name: Ronald J. Gross Title: Managing Member RJG CAPITAL MANAGEMENT, LLC By: /s/ Ronald J. Gross -------------------------------------- Name: Ronald J. Gross Title: Managing Member /s/ Ronald J. Gross ---------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 ----------------------------------------- Daniel B. Zwirn EX-99 2 kl101037_ex99-10.txt EXHIBIT 99.10 AGREEMENT OF JOINT FILING EXHIBIT 99.10 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. This Agreement of Joint Filing supersedes and replaces the Agreement of Joint Filing dated September 13, 2005. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: October 25, 2005 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ----------------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: President BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon -------------------------------------- Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon ---------------------------------------- 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 -------------------------------------- Name: David Nolan Title: Executive Vice President MILLENNIUM MANAGEMENT, L.L.C. By: /s/ David Nolan -------------------------------------- Name: David Nolan Title: Executive Vice President /s/ Israel A. Englander by David Nolan pursuant to Power of Attorney previously filed with the SEC ---------------------------------------- Israel A. Englander RJG CAPITAL PARTNERS, L.P. By: RJG Capital Management, LLC, its general partner By: /s/ Ronald J. Gross ------------------------------------- Name: Ronald J. Gross Title: Managing Member RJG CAPITAL MANAGEMENT, LLC By: /s/ Ronald J. Gross ------------------------------------- Name: Ronald J. Gross Title: Managing Member /s/ Ronald J. Gross -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- 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 ----------------------------------------- Daniel B. Zwirn EX-99 3 kl101037_ex99-11.txt EXHIBIT 99.11 PRESS RELEASE Exhibit 99.11 FOR IMMEDIATE RELEASE October 24, 2005 A. SCHULMAN AND BARINGTON GROUP ANNOUNCE AGREEMENT -------------------------------------------------- AKRON, Ohio and NEW YORK, New York - October 24, 2005 - A. Schulman Inc. (the "Company") (Nasdaq: SHLM) and a group of investors led by Barington Capital Group, L.P. (the "Barington Group") that has reported beneficial ownership of approximately 8.8% of the Company's outstanding shares, announced today that they have reached an agreement that will avoid a proxy contest at the Company's 2005 Annual Meeting of Stockholders. Under the terms of the Agreement, the Barington Group has withdrawn its notice of intent to nominate persons for election as directors at the Company's 2005 Annual Meeting and has agreed to abide by certain standstill provisions until the Company's 2007 Annual Meeting. The Agreement also provides that the Company will consummate a self-tender offer to repurchase 8,750,000 shares of the Company's common stock at a price of no less than $20 per share. The tender offer is intended to be completed by December 20, 2005. In the event that the Company does not complete the tender offer by April 30, 2006, the standstill provisions applicable to the Barington Group will terminate. In addition, the Board of Directors of the Company has authorized an increase in the size of the Board to 12 directors from its current 10. James A. Mitarotonda, the Chairman, President and Chief Executive Officer of Barington Capital Group, has been appointed as a director and a member of the Executive Committee of the Board, to serve until the Company's 2007 Annual Meeting. An additional new director, reasonably acceptable to the Company and the Barington Group, will also be appointed to the Board within 30 days of the date of the Agreement to serve until the Company's 2008 Annual Meeting. The Company has also agreed to work together with representatives of the Barington Group to create a plan (the "Business Plan") to improve the Company's operations and profitability. Upon completion, the Company intends to issue a press release disclosing a summary of the material terms of the Business Plan. Furthermore, the Company has agreed to implement a number of corporate governance improvements, including o establishing a lead independent director; o implementing a regular evaluation of the Company's rights agreement by the Board's independent directors; and o submitting for the approval of the Company's stockholders at the 2005 Annual Meeting an amendment to the Company's charter that would remove a supermajority voting provision relating to certain business combination and other transactions. Finally, the Company has retained Credit Suisse First Boston to act as financial advisor to the Board and provide regular updates concerning expressions of interest by third parties. Terry L. Haines, President and Chief Executive Officer of the Company, stated, "The Board of Directors believes the agreement with Barington serves the best interests of the Company and its stockholders. We welcome Mr. Mitarotonda to our Board and look forward to working with him and Barington as we continue our improvements in the operations and financial performance of the Company." James A. Mitarotonda, the Chairman, President and Chief Executive Officer of Barington, stated "We are pleased by this Agreement which we believe provides significant value for the stockholders of A. Schulman. We appreciate the commitment of the Board to make changes to improve the Company's operations, profitability and corporate governance. I look forward to working constructively with the Company's other directors over the next two years to continue to create additional value for the stockholders of the Company." * * * * * About A. Schulman Inc. - ---------------------- Headquartered in Akron, Ohio, A. Schulman is a leading international supplier of high-performance plastic compounds and resins. These materials are used in a variety of consumer, industrial, automotive and packaging applications. The Company employs about 2,400 people and has 14 manufacturing facilities in North America, Europe and the Asia-Pacific region. Revenues for the fiscal year ended August 31, 2004 were a record $1.24 billion. Additional information about A. Schulman can be found at www.aschulman.com. About Barington Capital Group, L.P. - ----------------------------------- Barington Capital Group, L.P. is an investment management firm that primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value. Forward-Looking Statements - -------------------------- Certain statements in this release may constitute forward-looking statements within the meaning of the Federal securities laws. These statements can be identified by the fact that they do not relate strictly to historic or current facts. They use such words as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. These forward-looking statements are based on currently available information, but are subject to a variety of uncertainties, unknown risks and other factors concerning the Company's operations and business environment, which are difficult to predict and are beyond the control of the Company. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and that could adversely affect the Company's future financial performance, include, but are not limited to, the following: o Worldwide and regional economic, business and political conditions, including continuing economic uncertainties in some or all of the Company's major product markets; o Fluctuations in the value of currencies in major areas where the Company operates, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan and Indonesian rupiah; o Fluctuations in the prices of sources of energy or plastic resins and other raw materials; o Changes in customer demand and requirements; o Escalation in the cost of providing employee health care; and o The outcome of any legal claims known or unknown. The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks or uncertainties develop into actual events, or underlying assumptions prove inaccurate, these developments could have material adverse effects on the Company's business, financial condition and results of operations. This release contains time-sensitive information that reflects management's best analysis only as of the date of this release. A. Schulman does not undertake an obligation to publicly update or revise any forward-looking statements to reflect new events, information or circumstances, or otherwise. Further information concerning issues that could materially affect financial performance related to forward-looking statements can be found in A. Schulman's periodic filings with the Securities and Exchange Commission. Media Contacts - -------------- A. Schulman, Inc. ----------------- Rick Nelson Dix & Eaton (216) 241-4619 The Barington Group ------------------- Andrew Merrill Edelman (212) 704-4559 # # # EX-99 4 kl101037_ex99-12.txt EXHIBIT 99.12 AGREEMENT EXHIBIT 99.12 AGREEMENT This Agreement, dated as of October 21, 2005 ("Agreement"), is by and among A. Schulman, Inc., a Delaware corporation (the "Company"), and the other persons and entities that are signatories hereto (collectively, the "Barington Group," and each, individually, a "member" of the Barington Group) which are or may be deemed to be members of a "group" with respect to the common stock of the Company, par value $1.00 per share (the "Common Stock"), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). WHEREAS, the Barington Group (i) has publicly stated that it intends to solicit proxies for the election of its own opposition slate of nominees (the "Proxy Solicitation") for election to the Company's board of directors (the "Board") at the 2005 annual meeting of stockholders of the Company (the "2005 Annual Meeting") and (ii) has taken certain actions in furtherance thereof; and WHEREAS, the Company and the members of the Barington Group have determined that the interests of the Company and its stockholders would be best served by, among other things, avoiding the substantial expense and disruption that would result from the Proxy Solicitation; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Representations and Warranties of the Company. The Company hereby represents and warrants to the Barington Group that (i) this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (ii) neither the execution of this Agreement nor the consummation of any of the transactions contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject. 2. Representations and Warranties of the Barington Group. Each member of the Barington Group represents and warrants to the Company that (i) this Agreement has been duly authorized, executed and delivered by such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (ii) as of the date of this Agreement, the Barington Group and its members' respective Affiliates and Associates currently own in the aggregate 2,684,495 shares of Common Stock (the "Barington Group Shares"). 3. Barington Letter. The Barington Group hereby withdraws its letter dated October 7, 2005 to the Secretary of the Company providing Notice to the Secretary of the intention of Barington Companies Equity Partners, L.P. to nominate persons for election as directors at the 2005 Annual Meeting (the "Barington Letter"). 4. Tender Offer. Subject to the conditions set forth in this Section 4, the Company shall effect and consummate a self-tender offer (the "Self-Tender Offer") pursuant to which the Company shall purchase for cash 8,750,000 shares ("Shares") of Common Stock at a per share price of no less than twenty dollars ($20) (subject to proportional adjustment for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock). The parties acknowledge that in order to complete the Self-Tender Offer, (i) the Company will need to obtain funds sufficient to pay for the Shares from sources within the United States which shall include, without limitation, Company resources and credit facilities, including the Company's revolving credit facility pursuant to that certain Credit Agreement, dated as of August 20, 2004, between the Company and the other parties thereto or any refinancing thereof; and (ii) after giving effect to the Self-Tender Offer, the Company must be in compliance with the Note Purchase Agreement, dated as of August 1, 1999, between the Company and the parties thereto listed on the signature page thereof (the "Note Purchase Agreement") or the Company must refinance the Notes (as defined in the Note Purchase Agreement). The Company shall use its reasonable best efforts to satisfy each of the foregoing conditions as soon as practicable, it being the objective that the Company complete the Self-Tender Offer no later than December 20, 2005. 5. Board Matters. (a) Concurrently with the execution of this Agreement, (i) the size of the Board shall be increased so that it is comprised of twelve (12) directors and Mr. James Mitarotonda ("Mitarotonda") shall be appointed as a member of the Board, to serve as a Class III director until the expiration of the term of such Class at the Company's 2007 annual meeting of stockholders. (b) Within thirty (30) days of the date hereof, a second director (the "Second Director") shall be appointed to serve as a Class I director. If the Second Director is appointed prior to the time the Company mails its annual proxy statement for the Company's 2005 Annual Meeting in accordance with Section 6(d) hereof, the Second Director will serve until the expiration of the term of such Class at the Company's 2005 Annual Meeting and the Company will include the Second Director for election as a director at the Company's 2005 Annual Meeting in accordance with Section 5(d) hereof. If the Second Director is not identified until after the time that the Company mails its annual proxy statement for the 2005 Annual Meeting, the Company shall appoint the Second Director to serve, effective immediately following the 2005 Annual Meeting, until the expiration of the term of the Class I directors at the Company's 2008 Annual Meeting. 2 The Second Director shall be chosen during such thirty (30) day period by the Board, through its Nominating and Corporate Governance Committee, following the identification of a candidate reasonably acceptable to the Company and the Barington Group. The Second Director shall qualify as an "Independent Director" (as defined below) of the Company. In addition, the Second Director shall be an individual that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group that would impair the independence of such director in carrying out the responsibilities of a director of the Company. As used in this Agreement, the term "Independent Director" shall be as defined in the Marketplace Rules of the National Association of Securities Dealers, Inc. (c) The Board shall take all action necessary to appoint Mitarotonda to serve on the Executive Committee and the Second Director to serve on one of the other three committees of the Board (i.e. the Audit Committee, the Compensation Committee or the Nominating and Corporate Governance Committee), in each case for the duration of the Standstill Period (as defined below); provided that Mitarotonda or the Second Director, as the case may be, is then qualified to serve on any such committee under applicable legal requirements and listing standards. (d) Subject to the provisions of Section 5(b) hereto, the Company agrees to include the Second Director in the Board's slate of nominees for election as a director of the Company, and use its reasonable best efforts to cause the election of the Second Director at the 2005 Annual Meeting (including without limitation recommending that the Company's stockholders vote in favor of the Second Director's election). If at anytime during the Standstill Period there shall occur a vacancy in the Board seat previously occupied by Mitarotonda or the Second Director by reason of resignation, removal, death or incapacity of either of them, then the Company shall take all necessary action to fill such vacancy by a person nominated by the Barington Group having reasonably appropriate business experience and background, and in the case of the Second Director, a person who also meets the qualifications of the Second Director set forth in Section 5(b) above. 6. Corporate Governance. (a) At the first meeting of the Board after the date of this Agreement, which shall take place no later than the later of December 8, 2005 and the annual meeting of directors on the day of the 2005 Annual Meeting (the "Next Board Meeting"), the Independent Directors of the Board shall elect one such director to be a lead Independent Director and shall cause the Independent Directors of the Board to hold regular meetings (no less frequently than quarterly). The lead Independent Director shall: (i) work closely with the chairman of the Board with regard to approving the information presented to the Board and approving meeting agendas and meeting schedules; (ii) chair meetings of the Board in the absence of the chairman of the Board; (iii) oversee meetings of the Independent Directors of the Board; (iv) serve as the principal liaison between the Independent Directors of the Board and the chairman of the Board; (v) take a leading role in the Board evaluation process; and (vi) have the authority to call meetings of the Independent Directors of the Board. 3 (b) At the Next Board Meeting, the Company shall cause the Rights Agreement, dated as of January 12, 1996, between the Company and Society National Bank, as Rights Agent (the "Rights Agreement") to be amended to include a "TIDE provision." The TIDE provision shall (i) be on such terms as shall be reasonably acceptable to the Barington Group, (ii) require a committee of the Board composed of Independent Directors to meet not less than once every three years to review the terms and conditions of the Rights Agreement, including whether the termination or modification of the Rights Agreement is in the best interest of the Company and its stockholders, and to make a recommendation based on such review to the Board, and (iii) provide that the first such meeting of Independent Directors shall take place no later than one hundred twenty (120) days after the date hereof. In the event that the Rights Agreement terminates or is terminated during the Standstill Period, any successor rights agreement adopted by the Company during the Standstill Period shall include a TIDE provision to substantially the same effect. (c) At the 2005 Annual Meeting, the Company and the Board shall recommend to its stockholders that the Company's Certificate of Incorporation be amended to delete in its entirety Article SEVENTEENTH. The Company shall (i) include this proposal in its proxy statement for the 2005 Annual Meeting and shall take such other action as may be required to ensure that this proposal is properly submitted to a vote of the stockholders of the Company during the 2005 Annual Meeting, (ii) use its reasonable best efforts to obtain the requisite approval of the proposal by the stockholders of the Company and (iii) cause the Company's Certificate of Incorporation to be promptly amended to effect such change after the date of the 2005 Annual Meeting if the proposal is approved by the stockholders of the Company. (d) The 2005 Annual Meeting shall be held no later than December 8, 2005; provided that the Company may delay the date of the 2005 Annual Meeting to a date no later than the later of (i) December 16, 2005, in the event that the Company's counsel determines such delay is necessary or advisable in order to comply with paragraph (c) of this Section 6 and (ii) the first business day that is 30 calendar days after the date a definitive proxy statement is mailed to stockholders; provided, however, that the Company shall file a preliminary proxy statement with the SEC no later than October 28, 2005, shall respond to any comments by the staff of the SEC as expeditiously as possible and shall mail the definitive proxy statement immediately after resolving all comments of the SEC. No other adjournments, postponements, reschedulings or continuations of the 2005 Annual Meeting shall be permitted without the written consent of the Barington Group. 7. Improvement in Operations and Profitability. (a) The Company will work together with representatives of the Barington Group in good faith to create a mutually acceptable business plan (the "Business Plan") to improve the Company's operations and profitability within an agreed upon time frame. The representatives of the Barington Group shall be provided access to information and personnel of the Company in order to enable them to participate fully in the creation of the Business Plan. The Business Plan adopted by the Company shall be mutually agreed upon by the Company and the representatives of the Barington Group. The Business Plan will include, without limitation, measures to: 4 i. Return the North American operations to pre-tax profitability; ii. Reduce the Company's effective income tax rates; iii. Reduce the Company's working capital; iv. Reduce the Company's selling, general and administrative expenses; and v. Improve the Company's gross margins. (b) The Company and representatives of the Barington Group shall commence work on the Business Plan as soon as practicable, and the Business Plan shall be completed and adopted by the Board no later than 90 days from the date hereof, and promptly thereafter implemented by the Company. (c) Upon completion of the Business Plan, the Company shall issue a press release disclosing a summary of the Business Plan to the Company's stockholders. 8. Standstill Period. (a) Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of December 15, 2007 and the Company's 2007 annual meeting of stockholders (such period, the "Standstill Period"), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries; (ii) acquire, offer or propose to acquire any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) of the Company, (iii) effect any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries; (iv) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company; (v) seek to influence any person with respect to the voting or disposition of any securities of the Company; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company and the reasons therefor; (vi) demand a copy of the Company's list of stockholders or its other books and records; (vii) form, join or in any way participate in a "group" (as defined under the Exchange Act) with respect to the Company, except that nothing contained herein shall prohibit members of the Barington Group or their Affiliates and Associates from (x) participating in a group to the extent such group currently exists or (y) adding its Affiliates or Associates to such group; (viii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or 5 policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; (ix) take any action that is designed to require the Company to make a public announcement regarding its strategic alternatives; or (x) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement. The foregoing notwithstanding: (A) any member of the Barington Group and any Affiliate or Associate of any such member may (1) transfer Barington Group Shares to or acquire Barington Group Shares from, any other member of the Barington Group or any other Affiliate or Associate of the foregoing, or (2) acquire additional shares of Common Stock from any party so long as after the acquisition of such additional shares the Barington Group and its Affiliates and Associates do not own in the aggregate at any time during the Standstill Period more than (x) prior to the consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement and (y) following consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement less (i) the number of shares of Common Stock purchased by the Company from all of the members of the Barington Group and their Affiliates and Associates in the Self-Tender Offer (the "Barington Group Purchased Shares") plus (ii) so long as the Barington Group Purchased Shares equals at least 20% of the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement, 25% of the Barington Group Purchased Shares; (B) nothing contained in this Agreement shall limit any member of the Barington Group or the Associates or Affiliates of such member from taking any of the actions otherwise prohibited in this Agreement in connection with the 2007 annual meeting of stockholders of the Company, including without limitation, nominating directors or soliciting proxies for the election of directors or other purposes, requesting a shareholder list and related information, making public filings or announcements or taking any other action, in each case, related to the solicitation of proxies at the 2007 annual meeting of stockholders of the Company; and (C) the provisions of this Section 8 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director's fiduciary duties to the Company and its stockholders. (b) As used in this Agreement, the terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms "beneficial owner" and "beneficial ownership" shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. 6 (c) (i) In the event that the Company is in material breach of its obligations under this Agreement, including, without limitation, a failure to comply in any material respect with the provisions of Section 4 through 7 of this Agreement, and such material breach is not cured within 30 days after notice thereof to the Company by the Barington Group, then in addition to any other remedies that the members of the Barington Group may have, the provisions of paragraph (a) of this Section 8 shall also terminate. (ii) Notwithstanding anything in this Section 8 to the contrary, the Standstill Period shall terminate: (A) on April 30, 2006 if the Self-Tender Offer has not been consummated by such date; or (B) so long as the Barington Group has cooperated and been reasonable in identifying a candidate to serve as the Second Director in accordance with Section 5 hereof, on December 21, 2005, if the Second Director has not been appointed to the Board by such date; provided that the Standstill Period shall re-commence if the Second Director is appointed to the Board on or prior to February 21, 2006. 9. Strategic Alternatives. The parties acknowledge that the Company has retained Credit Suisse First Boston ("CSFB") to provide services to the Board. The Company agrees that, consistent with the directors' fiduciary obligations to the Company and its stockholders, the Board shall instruct CSFB to (a) speak with third parties who approach CSFB to express interest in presenting strategic alternatives to the Board, (b) assess the viability of any such strategic alternatives and (c) regularly present updates thereof to the Board. The CSFB engagement will be announced in the joint press release to be issued by the Company and the Barington Group pursuant to Section 12 of this Agreement. 10. Confidentiality. The members of the Barington Group (each, a "Recipient") each acknowledge the confidential and proprietary nature of the Confidential Information (as defined below) and agree that the Confidential Information (a) will be kept confidential by Recipient and Recipient's Representatives and (b) will not be disclosed by Recipient (except to other Recipients and their Affiliates and Associates and such person's Representatives to the extent contemplated by this Agreement) or by Recipient's Representatives (as defined below) to any person except with the specific prior written consent of the Company or except as expressly otherwise permitted by this Agreement. It is understood that (x) Recipient may disclose Confidential Information only to those of Recipient's Representatives who are informed by Recipient of the confidential nature of the Confidential Information and the obligations of this Agreement, (y) Recipient shall be responsible for the breach of the provisions of this Section 10 by Recipient's Representatives and (z) the provisions of this Section 10 shall not apply to any director of the Company in his or her capacity as such. As used in this Agreement, the term "Confidential Information" means and includes any and all of the information concerning the business and affairs of the Company that may hereafter be disclosed to Recipient by the Company or by the directors, officers, employees, agents, consultants, advisors or other representatives, including 7 legal counsel, accountants and financial advisors ("Representatives") of the Company; provided that "Confidential Information" shall not include information that (a) was in or enters the public domain or was or becomes generally available to the public other than as a result of disclosure by Recipient or any Representative thereof, (b) was independently acquired by Recipient without violating any of the obligations of Recipient or its Representatives under this Agreement, or under any other contractual, legal, fiduciary or binding obligation of Recipient or its Representatives with or to the Company, (c) was available, or becomes available, to Recipient on a nonconfidential basis other than as a result of its disclosure to Recipient by the Company or any Representative of the Company, but only if to the knowledge of Recipient the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to Recipient or Recipient's Representatives by a contractual, legal, fiduciary or other binding obligation with or to the Company, or (d) was independently developed by Recipient or its Representatives without reference to any other Confidential Information. 11. Expenses. Within five business days after receiving documentation thereof, the Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket expenses (up to a maximum of $150,000) incurred by the members of the Barington Group in connection with the Schedule 13D filings, the Barington Letter and related anticipated proxy solicitation and the negotiation and execution of this Agreement and all related activities and matters. 12. Public Announcement. The Barington Group and the Company shall announce this Agreement and the material terms hereof by means of a mutually acceptable joint press release as soon as practicable on or after the date hereof. The parties hereto will provide each other the opportunity to review and comment upon any press release or other public announcement or statement with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or other public announcement or statement prior to such consultation, except as, in the reasonable judgment of the relevant party, may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or the Nasdaq Marketplace. 13. Specific Performance. Each of the members of the Barington Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Barington Group or any of them, on the one hand, and the Company, on the other hand (the "Moving Party"), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. 14. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions 8 contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such parties' principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. 15. Representative. Each member of the Barington Group hereby irrevocably appoints Mitarotonda, or Barington Capital Group, L.P. in the event that Mitarotonda is no longer serving in such role, as such member's attorney-in-fact and representative (the "Barington Representative"), in such member's place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each member of the Barington Group, upon any action taken by the Barington Representative or upon any document, notice, instruction or other writing given or executed by the Barington Representative. 16. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement. 17. Counterparts. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. 18. Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto, or in the case of the Barington Group, the Barington Representative, or their respective successors or assigns. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof. A. SCHULMAN, INC. By: /s/ Terry L. Haines ------------------------------------- Name: Terry L. Haines Title: President & Chief Executive Officer BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda ---------------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: President BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: Authorized Signatory 10 BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ------------------------------------- Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Morgan B. Stark ------------------------------------- Name: Morgan B. Stark Title: Authorized Signatory STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Morgan B. Stark ------------------------------------- Name: Morgan B. Stark Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Morgan B. Stark ------------------------------------- Name: Morgan B. Stark Title: Authorized Signatory 11 RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Morgan B. Stark -------------------------------------- Name: Morgan B. Stark Title: Managing Member C4S & CO., LLC By: /s/ Morgan B. Stark ------------------------------------- Name: Morgan B. Stark Title: Managing Member /s/ Morgan B. Stark ---------------------------------------- Morgan B. Stark, individually and as attorney-in-fact for Peter A. Cohen, Jeffrey M. Solomon, and Thomas W. Strauss MILLENCO, L.P. By: Millennium Management, L.L.C., its general partner By: /s/ Terry Feeney -------------------------------------- Name: Terry Feeney Title: Chief Executive Officer MILLENNIUM MANAGEMENT, L.L.C. By: /s/ Terry Feeney -------------------------------------- Name: Terry Feeney Title: Chief Executive Officer Israel A. Englander by Simon M. Lorne Pursuant to Power of Attorney filed with SEC on June 6, 2005 /s/ Israel A. Englander ----------------------------------------- Israel A. Englander 12 RJG CAPITAL PARTNERS, L.P. By: RJG Capital Management, LLC, its general partner By: /s/ Ronald J. Gross -------------------------------------- Name: Ronald J. Gross Title: Managing Member RJG CAPITAL MANAGEMENT, LLC By: /s/ Ronald J. Gross ------------------------------------- Name: Ronald J. Gross Title: Managing Member /s/ Ronald J. Gross ----------------------------------------- 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 -------------------------------------- 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 -------------------------------------- Name: Daniel B. Zwirn Title: Managing Member 13 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 -------------------------------------- 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 -------------------------------------- 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 -------------------------------------- Name: Daniel B. Zwirn Title: Managing Member 14 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 ----------------------------------------- Daniel B. Zwirn 15 -----END PRIVACY-ENHANCED MESSAGE-----