SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)

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

not applicable
(Former name, former address and former fiscal year, if changed since last report)

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

    Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  X   No     .

    As of JuneSeptember 30, 2004, the number of shares outstanding of the issuer's Common Stock was 30,304,826.34,448,226.

Table of Contents

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Part I - Financial Information

Item 1.  Financial Statements

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of JuneSeptember 30, 2004 and December 31, 2003

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Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of JuneSeptember 30, 2004 and December 31, 2003

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Part I - Financial Information

Myers Industries, Inc.
Condensed StatementStatements of Consolidated Income

*Adjusted for a 10 percent stock dividend paid August 2004.

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Part I - Financial Information

Myers Industries, Inc.
StatementStatements of Consolidated Cash Flows
For the SixNine Months Ended JuneSeptember 30, 2004 and 2003

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Part I - Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the SixNine Months Ended JuneSeptember 30, 2004

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(1)     Statement of Accounting Policy

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

     In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting
of only normal recurring accruals) necessary to present fairly the financial position as of JuneSeptember 30, 2004, and the results of operations and cash flows for the three and sixnine months ended JuneSeptember 30, 2004 and 2003. The results of operations for the sixnine months ended JuneSeptember 30, 2004 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2004.

(2)     Subsequent EventContingencies

On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (ProCal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers. Based in South Gate, California, ProCal had net sales of approximately $28 million in 2003. The total acquisition cost was approximately $16.5 million including approximately $3.3 million in cash and 942,857 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company agreed to issue additional shares of common stock in the event that shares issued in connection with the ProCal acquisition are sold at a price below the $14.00 per share value at issuance. In connection with the acquisition the Company also assumed approximately $10 million of ProCal debt. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals and additional information become available. The results of ProCal will be included in the consolidated results of operations of the Company from the date of acquisition.

     On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiarysubsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of JuneSeptember 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

-7-results since the transactions in question had been properly recorded on the books and records of the Company.

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(3)     AcquisitionAcquisitions

     On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary
of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) are a manufacturermanufacturers of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The acquired businesses had 2003 annual sales of approximately $60 million. The total purchase price was approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available.

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(3)     Acquisitions (con't)

     On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (ProCal),
a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers. Based in South Gate, California, ProCal had net sales of approximately $28 million in 2003. The total acquisition cost was approximately $16.5 million including approximately $3.3 million in cash and 1,037,143 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company has agreed to issue additional shares of common stock in the event that shares issued in connection with the ProCal acquisition are sold at a price below the $12.73 per share value at issuance or if the value of shares originally issued is below $12.73 on the anniversary date. As of September 30, 2004 no additional shares have been issued and only $1.6 million of the cash portion of the purchase price had been paid. In connection with the acquisition the Company also assumed approximately $10 million of ProCal debt. The purchase price will be allocated to the assets acquired and liabilitiesliabilitie s assumed were recorded atbased upon their estimated fair market values.values when appraisals and additional information become available.

     The preliminary allocation of the purchase price and the estimated goodwill are as follows:

     The results of ATP's and ProCal's operations are included in the Company's consolidated results of operations from the date of acquisition and are reported within the Company's manufacturing segment. The following unaudited proforma information presents a summary of consolidated results of operations for the Company including ATP and ATPProCal as if the acquisitionacquisitions had occurred January 1, 2003.

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

     These unaudited proforma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have resultedoccurred had the acquisitionacquisitions taken place on January 1, 2003, or future results.

On September 24, 2004, the Company acquired certain assets of Premium Molding Inc. d/b/a/ Diakon Molding (Diakon), a manufacturer of plastic refuse collection containers and other blow molded products. Located in Reidsville, North Carolina, Diakon had net sales of approximately $5.2 million for the year ended June 30, 2004. The assets acquired including cash, accounts receivable, inventory, machinery and equipment and intangibles such as customer lists, license and intellectual property were purchased for $4.4 million. In addition, the Company assumed certain liabilities of Diakon including trade payables and certain accrued liabilities related to the business operations. The results of Diakon are included in the consolidated results of operations of the Company from the date of acquisition.

(4)     Net Income Per Share

     Net income per share, as shown on the Condensed Statement of Consolidated Income, is determined on
the basis of the weighted average number of common shares outstanding during the period, and for all periods shown basic and diluted earnings per share are indentical. In August 2004, the Company paid a ten percent stock dividend. All share and per share data has been adjusted to reflect the impact of the stock dividend.

(5)Comprehensive Income

     An unaudited summary of comprehensive income for the three and nine months ended September 30, 2004 and 2003 is as follows:

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(6)     Supplemental Disclosure of Cash Flow Information

     The Company made cash payments for interest expense of $4,627,000$2,219,000 and $2,508,000$2,030,000 for the three months ended JuneSeptember 30, 2004 and 2003, respectively. Cash payments for interest totaled $6,161,000$8,380,000 and $5,067,000$7,098,000 for the sixnine months ended JuneSeptember 30, 2004 and 2003, respectively. Cash payments for income taxes totaled $7,271,000$3,905,000 and $4,513,000$675,000 for the three months ended JuneSeptember 30, 2004 and 2003, respectively. Cash payments for income taxes were $8,018,000$11,922,000 and $5,543,000$4,258,000 for the sixnine months ended JuneSeptember 30, 2004 and 2003, respectively.

(6)(7)     Long-Term Debt and Credit Agreements

     On February 27, 2004, the Company entered into a new unsecured revolving credit facility (the Credit Facility) which enables the Company to borrow up to $225 million, including up to $50 million available for multi-currency loans in freely traded foreign currencies. Borrowings under the new Credit Facility were used to refinance the Company's existing Multi-Currency Loan Agreement, fund the acquisition of ATP Automotive, Inc. and for general corporate purposes. Interest is based on the Prime rate or Euro dollar rate (for U.S. or Canadian dollar loans) or Eurocurrency Rate (for other multi-currency loans) plus an applicable margin that varies depending on the Company's ratio of total debt to earnings before interest, taxes, depreciation and amortization. Related financing costs will beare being amortized over the term of the new Credit Facility which expires in February 2009.

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(7)(8)     Retirement Plans

     For the Company's two defined benefit plans, the net periodic benefit cost for the sixnine months ended
June September 30, 2004 and 2003 were as follows:

     The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expects to contribute approximately $996,000 to its defined benefit plans in 2004. As of JuneSeptember 30, 2004, approximately $455,000$1,004,000 in contributions have been made however,and the Company still anticipates contributing approximately $996,000does not anticipate making any additional payments to fund its defined benefit pension plans in 2004.

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(8)Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(9)     Segment Information


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

     The Company's distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 39 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.

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

     Sales to external customers for manufactured plastic products were $126.0$129.9 million for the quarter and $256.9$386.8 million for the sixnine months ended JuneSeptember 30, 2004, while sales of rubber products were $27.2$24.7 million and $44.3$69.0 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $114.3$99.2 million for the quarter and $233.7$333.0 million for the sixnine months ended JuneSeptember 30, 2003 while sales of rubber products were $13.2$12.2 million for the quarter and $25.1$37.3 million for the year-to-date periods, respectively.

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(8)     Segment Information (con't)

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

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In thousands)	2004		2003			2004		2003
Net Sales
Distribution of aftermarket        repair products and services	$44,737		$40,986			$125,891		$114,342
Manufacturing of polymer products	158,648		115,239			467,080		380,963
Intra-segment elimination	(4,004	)	(3,825	)		(11,316	)	(10,721	)
	$199,381		$152,400			$581,655		$484,584
Income Before Income Taxes
Distribution of aftermarket repair        products and services	$4,187		$3,422			$11,595		$9,232
Manufacturing of polymer products	8,344		3,734			37,833		26,183
Corporate	(3,256	)	(2,968	)		(10,250	)	(9,528	)
Interest expense - net	(3,398	)	(2,386	)		(9,574	)	(7,550	)
	$5,877		$1,802			$29,604		$18,337

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

     Net sales for the quarter ended JuneSeptember 30, 2004 were $196.8a record $199.4 million, an increase of 1631 percent from the $169.0$152.4 million reported for the corresponding period last year as the Company hadcontinues to experience strong sales growth in both of its business segments. Favorable foreign currency translation, primarily related tosegments in the euro, increased second quarter sales by $3.0 million, or 2 percent compared with the prior year quarter. In addition, the acquisitioncurrent year. The acquisitions of ATP Automotive, Inc., (ATP) comprised of Michigan Rubber Products (MRP) and WEK Industries (WEK), and Productivity California, Inc. (ProCal) contributed $22.7 million of new sales and favorable foreign currency translations also increased sales by $16.0$3.5 million. Excluding the impact of acquired companies and foreign currency effects, total net sales increased $20.8 million or 14 percent for the third quarter. In the distribution segment, sales increased $3.8 million or 9 percent. Excludingpercent, reflecting higher unit volumes for both supplies and equipment. In the manufacturing segment, excluding the impact of foreign currency translation and acquisitions, total sales increased $8.8$17.3 million or 5 percent and sales in the manufacturing segment increased $6.5 million or 515 percent. The improvement in manufacturing segment sales was primarily the result of higher volumeunit volumes as the Company continued to experience strong demand in most of its major markets.markets including automotive, heavy truck, horticultural, recreational vehicles and industrial.

     For the nine months ended September 30, 2004, net sales were $581.7 million, an increase of 20 percent over from the $484.6 million reported in the prior year. The acquisitions of MRP, WEK and ProCal increased sales by $43.1 million or 9 percent for the nine months and favorable foreign currency translation accounted for $13.2 million or 3 percent of the current year increase. Excluding the impact of acquisitions and foreign currency translation, net sales increased $40.8 million or 8 percent in the current year as the Company recorded increases in both business segments. In the distribution segment, sales increased $2.2$11.5 million or 5 pe rcent on10 percent as strong demand increased unit volume sales for both equipment and supplies. In the strengthmanufacturing segment, excluding the impact of acquired companies and foreign currency translation, sales increased $30.2 million or 8 percent, primarily due to higher unit volumes for both supplies and equipmentvolumes.

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

     For the six months ended June 30, 2004, net sales were $382.3 million, an increaseItem 2.   Management's Discussion and Analysis of $50.1 million or 15 percent over the prior year. Favorable foreign currency translation increased sales by $9.7 million or 3 percent compared to the prior year periodFinancial Condition and the acquisitionResults of MRP and WEK added salesOperations Results of $20.4 million in the current year. Without the benefit of acquired companies and foreign currency translation, sales for the six months ended June 30, 2004 increased $20 million or 6 percent as the Company experienced sales growth in both business segments. In the manufacturing segment, sales increased by $42.7 million or 16 percent; however, without the impact of foreign currency translation or acquired businesses, sales increased $12.8 million or 5 percent primarily due to higher unit volume. Sales in the distribution segment increased $7.8 million or 11 percent also reflecting higher unit sales.Operations (con't)

     Cost of sales increased $18.9$37.0 million for the quarter and $34.0$71.0 million for the sixnine months ended June
September 30, 2004, reflecting the higherincreased sales volume reported for each period compared towith the prior year. Gross profit, expressed as a percent of sales, was consistent between years at 29.8reduced to 27.1 percent for the quarter and 31.3 percent for the six months ended June 30,2004
September 30, 2004 compared with 29.429.0 percent and 31.2 percent forin the prior year quarter and sixquarter. This decrease in gross profit was primarily the result of significantly higher costs for plastic resin raw materials, which were approximately 33 percent higher on average compared with the corresponding period of the prior year. For the nine months respectively .ended September 30, 2004, gross profit margins were 29.9 percent compared with 30.5 percent in the previous year. An increase in raw material plastic resin costs of approximately 15 percent compared to the same period in 2003 was the reason for the reduced gross profit margin. In the distribution segment, stable selling prices and costs resulted in consistent gross profit margins between years. Inyears for both the manufacturing segment, slightly higher selling pricesquarter and improved capacity utilization offset increased plastic resin raw material costsfor the trhee and sixnine month periods ended June 30, 2004.periods.

     Total operating expenses increased $3.9$6.4 million or 916 percent for the quarter ended JuneSeptember 30, 2004 compared to the prior year. Foreign currency translation accounted for approximately $1.1$1.3 million or 20 percent of this increase and the acquisition of MRP, WEK and WEK increased operating expenses by an additional $1.9ProCal added approximately $2.6 million. Excluding the impact of foreign currency translation and acquired companies,the acquisitions, operating expenses increased only 2by 6 percent, primarily due to increased selling expenses related to higher sales volume. For the nine months ended September 30, 2004, operating expenses increased $14.3 million or 12 percent compared with the prior year period. Acquired companies accounted for $4.9 million of the increase and foreign currency translation also added $4.7 million to current year operating expenses. Excluding the impact of these items, current year operating expenses increased only 4 percent in the nine month period, primarily due to higher selling expenses resulting from the increased sales volume. Expressed as a percentage of sales, operating expenses were reduced to 23.323.2 percent from 24.8 percent reflecting operating efficiency initiatives and improved leverage of fixed expenses. Forin the six months ended June 30, 2004, operating expenses increased $7.9 million or 10 percent compared with the prior year period. Approximately 44 percent of this increase was due to the impact of foreign currency translation with additional increases of $2.3 million related to the acquired businesses. E xcluding these items, operating expenses increased by $2.1 million or 3 percent, primarily due to higher selling costs. Expressed as a percent of sales operating expenses for the six months ended June 30, 2004 declined to 23.5 percentquarter compared to 24.626.2 percent in the prior year.year and 23.4 percent for the nine months ended September 30, 2004 compared with 25.1 percent for the same period in 2003.

     During the quarter ended September 30, 2004, the Company recorded a gain of approximately $1.5 million from the sale of a warehouse facility in California.

     Net interest expense increased 14$1.0 million or 42 percent to $3.0$3.4 million in the quarter ended JuneSeptember 30, 2004 compared to $2.7$2.4 million in the prior year.year quarter. For the sixnine months Juneended September 30, 2004, interest expense increased $1.027 percent to $9.6 million compared to $6.2 million.$7.5 million in the prior year period. The higher interest expense in the current year periods was primarily the result ofreflects both higher interest rates particularly forand increased borrowing due to the acquisitions of ATP and ProCal. The higher rates reflect increasing rates on floating rate bank debt and the December, 2003 issuance of $100 million ofin fixed rate senior notes at 6.08 percent and 6.81 percent issued in December 2003. In addition, the Company increased borrowing by approximately $60 million in March 2004 in connection with the ATP acquisition.which replaced lower cost bank debt.

     Income taxes as a percent of income before taxes increased slightly to 37.235.0 percent for the quarter ended June
September 30, 2004 compared to 36.216.3 percent in the prior year. The increaseyear quarter. Income tax for the quarter ended September 30, 2003 was the result ofunusually low due to the impact of foreign tax differences.rate differences and the realization of net operating loss carryforwards previously reserved. For the sixnine months ended JuneSeptember 30, 2004, the effective tax rateincome taxes as a percent of 37.0income before taxes were 36.6 percent was virtually identicalcompared with 34.7 percent in the prior yearyear.

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

Liquidity and Capital Resources

     Cash provided by operating activities was $30.3$33.2 million for the sixnine months ended JuneSeptember 30, 2004 compared with $16.6$35.3 million for same period in the prior year. The increased cash flow was the result of increased net income and strong working capital management. During the quarter, total debt was reducedincreased by $2.9$14.8 million to $269.3 million, however, compared with December 31, 2003 debt has increased $53.8$284.1 million as a result of the acquisition of ATP.ProCal. Debt as a percentage of total capitalization increased to 47 percent at JuneSeptember 30, 2004 compared with 42 percent at December 31, 2003. At JuneSeptember 30, 2004, the Company had working capital of $135.7$149.0 million and a current ratio of 2.3.2.4.

     On February 27, 2004, the Company entered into a new five year, $225 million unsecured revolving credit facility. Borrowings under the new credit facility were used to refinance the Company's then outstanding bank debt and fund the acquisitionacquisitions of ATP, for approximately $61 million.ProCal and Diakon. At JuneSeptember 30, 2004, the Company had approximately $65$48 million available under the new credit facility.

     Capital expenditures for the sixnine months ended JuneSeptember 30, 2004 were $10.8$15.9 million and are expected to be in the range of $20 million to $25 million for the full year. Management believes that cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

     On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiarysubsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonablyrea sonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of JuneSeptember 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.results since the transactions in question had been properly recorded on the books and records of the Company.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

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

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Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

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

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

Item 4.     Controls and Procedures

     As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of JuneSeptember 30, 2004. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to JuneSeptember 30, 2004.

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Part II - Other Information

Myers Industries, Inc.

Item 1.     Legal Proceedings

     On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiary to prohibited customers in certain prohibited international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of JuneSeptember 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

Item 4.     Submissionresults since the transactions in question had been properly recorded on the books and records of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders was held on April 21, 2004, and the following matters were voted on at that meeting.

1.	At the meeting, nine Directors were elected. The results of this voting are as follows:
Name of Director			Votes for		Votes Withheld
Stephen E. Myers		25,461,627		2,722,036
Milton I. Wiskind		25,426,336		2,757,327
Karl S. Hay		25,561,754		2,621,909
Richard P. Johnston		25,969,805		2,213,858
Richard Osborne		25,996,386		2,187,279
Jon H. Outcalt		25,595,724		2,587,940
Michael Kane		26,078,359		2,105,305
Edward Kissel		26,087,451		2,096,213
Keith A. Brown		25,599,723		2,583,941

Company.

Item 6.     Exhibits and Reports on Form 8-K

            (a) Exhibits (see Exhibit Index page, below)

            (b)Reports on Form 8-K

                (1) Form 8-K filed with the Commission on April 23, 2004 whereby the registrant
                issued a press release announcing earnings results for the quarter ended March 31, 2004.

                (2) Form 8-K/A filed with the Commission on April 23, 2004, whereby the registrant
                issued a press release announcing earnings results for the quarter ended March 31, 2004.