SCHULMAN A INC

election_required = True...ined below) who: • tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price we determine (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described...

expiry = 2006-03-29...icipating Special Stock Purchase Rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $24.00 nor Less Than $21.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON MARCH 29, 2006, UNLESS THE OFFER IS EXTENDED. A. Schulman, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 8,750,000 shares of its common stock, par value $1.00 per share (the “common stock”), including the asso...

expiry = 2006-03-29...icipating Special Stock Purchase Rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $24.00 nor Less Than $21.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON MARCH 29, 2006, UNLESS THE OFFER IS EXTENDED. By Mail: By Facsimile Transmission: By Hand or Overnight Courier: National City Bank, Depositary Corporate Actions Processing Center P.O. Box 859208 161 Bay State Drive Braintree, Massachusetts 02185-9208 (78...

listed = True...ill be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares The shares are traded on Nasdaq under the symbol “SHLM”. The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by Nasdaq based on published financial sources. High Low Year Ending August 31, 2006: First Quarter $ 21.19 $ 16.49 Second Quarter $ 25.83 $ 20.59 Year Ending August 31, 2005: First Quarter $ 22.71 $ 18.86 Second...

mechanism = DUTCH...0,000 shares of our common stock, par value $1.00 per share, including the associated rights. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $21.00 to $24.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will...

must_tender_all = True...may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied);...

must_tender_all = True...s: shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box: o The tendered shares represent all shares held by the undersigned. 5 Ladies and Gentlemen: The undersigned hereby tenders to A. Schulman, Inc., a Delaware corporation (the “Company”), the above-described shares of common stock, par value $1.00 per share (the “shares”), including the associated junior participating...

price = USD 21.0-24.0...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $21.00 to $24.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.25) that will allow us to...

threshold = 100...d at prices at or below the purchase price. 4 Table of Contents Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

threshold = 100...HARES 4 ODD LOTS (See Instruction 14) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box): o is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or o is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial o...

txn_type = TENDER_OFFEREX-99.A.1.A 2 l18893aexv99waw1wa.htm (A)(1)(A) OFFER TO PURCHASE DATED MARCH 1, 2006 (A)(1)(A) OFFER TO PURCHASE DATED MARCH 1, 2006 Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by A. SCHULMAN, INC. of Up to 8,750,000 Shares of its Common Stock (including the associated Junior Participating Special Stock Purchase Rights issued under the Rights Agreement) at a Purchase Price Not Great...

txn_type = TENDER_OFFER...waw1wb.htm EX-(A)(1)(B) LETTER OF TRANSMITTAL EX-(A)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock (including the associated Junior Participating Special Stock Purchase Rights issued under the Rights Agreement) Pursuant to the Offer to Purchase for Cash Dated March 1, 2006 by A. SCHULMAN, INC. of Up to 8,750,000 Shares of its Common Stock (including the associated Junior Participating Special Stock Purchase Rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $24.00 nor Less Than $21.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL E...