<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED June 30, 2000
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COMMISSION FILE NUMBER 1-5222
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M. A. HANNA COMPANY
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 34-0232435
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 36-5000, 200 PUBLIC SQUARE, CLEVELAND, OHIO 44114-2304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-589-4000
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NOT APPLICABLE
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Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (I) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the proceeding 12 months, and (2) has been subjected to such filing
requirements for the past 90 days. YES __X__ NO ______
Common Shares Outstanding, as of the close of the period
covered by this report 48,480,744.
<PAGE> 2
M.A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Statements of Income -
Three Months and Six Months Ended
June 30, 2000 and 1999 2
Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999 3
Consolidated Statements of
Cash Flows -Six Months Ended
June 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5 - 7
Item 2. Management's Discussion and Analysis of
Interim Financial Condition and Results
of Operations. 8 - 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
1
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M.A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------------------------------- ----------------------------------
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in thousands except per share data)
<S> <C> <C> <C> <C>
Net Sales $ 606,788 $ 594,263 $1,219,470 $1,174,822
Costs and Expenses
Cost of goods sold 503,764 486,987 1,008,029 962,465
Selling, general and administrative 76,527 76,079 155,592 154,796
Interest on debt 8,278 8,251 16,331 16,533
Amortization of intangibles 3,669 3,973 7,489 7,970
Other - net 45,571 1,518 45,895 2,593
----------------- --------------------- ----------------- ------------------
637,809 576,808 1,233,336 1,144,357
----------------- --------------------- ----------------- ------------------
Income(Loss) Before Income Taxes (31,021) 17,455 (13,866) 30,465
Income taxes 2,302 7,069 9,250 12,338
----------------- --------------------- ----------------- ------------------
Net Income(Loss) $ (33,323) $ 10,386 $ (23,116) $ 18,127
================= ===================== ================= ==================
Net Income(Loss) per Share
Basic $ (.74) $ .23 $ (.51) $ .41
================= ===================== ================= ==================
Diluted $ (.74) $ .23 $ (.51) $ .41
================= ===================== ================= ==================
Dividends per common share $ .125 $ .12 $ .25 $ .24
================= ===================== ================= ==================
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
2
<PAGE> 4
M.A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June December
30, 2000 31, 1999
-------------------------- ------------------------
(Dollars in thousands)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 39,659 $ 40,937
Receivables 326,340 356,029
Inventories:
Finished products 125,103 182,861
Raw materials and supplies 80,746 69,190
-------------------------- -------------------------
205,849 252,051
Other Current Assets 121,580 20,908
Deferred income taxes 26,373 27,593
-------------------------- ------------------------
Total current assets 719,801 697,518
Property, Plant and Equipment 617,733 618,140
Less allowances for depreciation 301,287 284,232
-------------------------- ------------------------
316,446 333,908
Other Assets
Goodwill and other intangibles 377,974 432,576
Investments and other assets 100,458 94,694
Deferred income taxes 28,321 31,862
-------------------------- ------------------------
506,753 559,132
-------------------------- ------------------------
$ 1,543,000 $ 1,590,558
========================== ========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable to banks $ 6,146 $ 4,011
Trade payables and accrued expenses 349,684 404,293
Current portion of long-term debt 2,361 4,020
-------------------------- ------------------------
Total current liabilities 358,191 412,324
Other Liabilities 206,087 205,031
Long-term Debt
Senior notes 87,775 87,775
Medium-term notes 160,000 160,000
Other 213,014 175,914
-------------------------- ------------------------
460,789 423,689
Stockholders' Equity
Preferred stock, without par value
Authorized 5,000,000 shares
Issued -0- shares in 2000 and 1999 - -
Common stock, par value $1
Authorized 100,000,000
Issued 66,225,914 shares at June 30, 2000 and
66,193,985 shares at December 31, 1999 66,226 66,194
Capital surplus 282,571 289,292
Retained earnings 450,101 484,427
Accumulated translation adjustment (18,156) (17,763)
Associates ownership trust (32,441) (48,203)
Cost of treasury stock 17,745,170 shares at June 30, 2000
and 17,242,100 shares at December 31, 1999 (230,368) (224,433
-------------------------- ------------------------
517,933 549,514
-------------------------- ------------------------
$ 1,543,000 $ 1,590,558
========================== ========================
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
3
<PAGE> 5
M.A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
--------------------------------------------
2000 1999
---- ----
(Dollars in thousands)
<S> <C> <C>
Cash Provided from (Used for) Operating Activities
Net income(loss) $ (23,116) $ 18,127
Depreciation and amortization 33,377 32,594
Companies carried at equity
Income (2,134) (2,385)
Dividends received 728 1,400
Changes in operating assets and liabilities
Receivables (42,199) (35,291)
Inventories (16,215) 2,751
Prepaid expenses (703) (889)
Trade payables and accrued expenses (9,565) 18,357
Restructuring payments (3,225) (4,643)
Provisional loss from pending sale of assets 45,350 -
Other 12,531 13,553
----------------- -----------------
Net operating activities (5,171) 43,574
Cash Provided from (Used for) Investing Activities
Capital expenditures (24,261) (23,440)
Acquisitions of businesses, less cash acquired (10,743) (9,423)
Acquisition payments (185) (233)
Sales of assets 6,985 2,197
Investments in associated and other companies - (391)
Return of cash from associated and other companies 1,008 512
Other (120) 6,303
----------------- -----------------
Net investing activities (27,316) (24,475)
Cash Provided from (Used for) Financing Activities
Cash dividends paid (11,210) (10,657)
Proceeds from the sale of common stock 340 674
Increase in debt 91,031 54,699
Reduction in debt (47,937) (56,798)
----------------- -----------------
Net financing activities 32,224 (12,082)
Effect of exchange rate changes on cash (1,015) 284
----------------- -----------------
Cash and Cash Equivalents
Increase (decrease) (1,278) 7,301
Beginning of period 40,937 32,3220
----------------- -----------------
End of period $ 39,659 $ 39,623
================= =================
Cash paid during period
Interest $ 16,471 $ 15,691
Income taxes 8,681 302
The accompanying footnotes are an integral part of these financial statements.
</TABLE>
4
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and in the opinion of
the Company include all adjustments necessary to present fairly the results of
operations, financial position, and changes in cash flow. Reference should be
made to the footnotes included in the 1999 Annual Report.
The results of operations for the interim periods are not necessarily indicative
of the results expected for the full year.
Net Income Per Share of Common Stock
Basic net income per share is computed by dividing net income applicable to
common stock by the average number of shares outstanding of 44,943,169 and
44,577,005 for the quarters ended June 30, 2000 and 1999, respectively.
Outstanding shares for the six months ended June 30, 2000 and 1999 were
44,946,516 and 44,530,611. Shares of common stock held by the Associates
Ownership Trust ("AOT") enter into the determination of the average number of
shares outstanding as the shares are released from the AOT to fund a portion of
the Company's obligations under certain of its employee compensation and benefit
plans.
The number of shares used to compute diluted net income per share is based on
the number of shares used for basic net income per share increased by the common
stock equivalents which would arise from the exercise of stock options. The
average number of shares used in the computation was 45,033,946 and 44,886,750
for the quarters ended June 30, 2000 and 1999, respectively, and 45,013,024 and
44,680,533 for the six months ended June 30, 2000 and 1999, respectively.
Comprehensive Income
Comprehensive income (loss) for the second quarter of 2000 and 1999 was
($29,199) and $8,795, respectively. Comprehensive income (loss) for the six
months ended June 30, 2000 and 1999 was, ($23,512) and $13,438, respectively.
Comprehensive income includes net income and foreign currency translation
adjustments for the quarters and six months ending June 30, 2000 and 1999,
respectively.
Pending Accounting Changes
In June, 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 137 which delays the effective date of
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities", to
fiscal years beginning after June 15, 2000. The Company is analyzing the impact
of SFAS 133 and will adopt it in 2001.
Profit Improvement Plan
During the first six months of 2000, the Company continued to take actions under
its Profit Improvement Plan announced during the third quarter of 1998. Details
of the utilization of the profit improvement accruals during the first six
months of 2000 are as follows:
<TABLE>
<CAPTION>
Accrual Balance Utilized first six Accrual Balance
December 31, 1999 months of 2000 June 30, 2000
------------------ --------------- -------------
<S> <C> <C> <C>
Associate Costs $ 907 $ 359 $ 548
Plant Closures $ 511 $ 42 $ 469
----------- ---------- ---------
$ 1,418 $ 401 $ 1,017
============ ========== =========
</TABLE>
5
<PAGE> 7
Business Segments
The Company has three reportable segments - rubber processing, plastic
processing and distribution. The reportable segments are business units that
offer different products and services. Additionally, the manufacturing processes
for rubber processing and plastic processing are different. Rubber processing
includes the manufacture of custom rubber compounds and additives. Plastic
processing includes the production of custom plastic compounds and custom
formulated colorants and additives. Distribution includes distribution of
engineered plastic shapes and thermoplastic resins. On May 11, 2000, the Company
announced it had signed a definitive agreement to sell a substantial component
of its Cadillac plastic shapes distribution and fabrication business to GE
Plastics. At June 30, 2000, the Company recorded a pre-tax charge of $45.3
million related to the writedown of goodwill and closing costs associated with
the sale. On July 31, 2000, the Company completed the divestiture of this
business with GE Plastic. Other operations include the Company's Diversified
Polymer Products business and its marine operations. During the third quarter of
1999, the Company sold its thermoset resins and glass fiber materials business
and the Company's management contract for dock operations expired. In April
2000, the Company completed the previously announced divestiture of its
Diversified Polymer Products business.
<TABLE>
<CAPTION>
Rubber Plastic Other
Processing Processing Distribution Operations Corporate Total
---------- ---------- ------------ ---------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
QUARTER ENDING JUNE 30, 2000
Net sales from external customers $129,817 $242,053 $234,630 $288 $ - $606,788
Intersegment sales 884 5,962 1,879 - - 8,725
Operating income (loss) 9,863 13,621 (41,340) (70) (4,818) (22,744)
QUARTER ENDING JUNE 30, 1999
Net sales from external customers $130,721 $227,725 $232,132 $3,685 $ - $594,263
Intersegment sales 856 5,462 1,571 - - 7,889
Operating income 11,532 16,028 3,592 344 (5,790) 25,706
SIX MONTHS ENDING JUNE 30, 2000
Net sales from external customers $267,381 $483,572 $463,839 $4,678 $ - $1,219,470
Intersegment sales 2,415 11,828 3,582 - - 17,825
Operating income (loss) 22,455 28,074 (37,518) (188) (10,359) 2,464
SIX MONTHS ENDING JUNE 30, 1999
Net sales from external customers $260,919 $453,175 $453,420 $7,308 $ - $1,174,822
Intersegment sales 1,573 10,820 3,232 - - 15,625
Operating income 22,898 29,954 6,110 579 (12,543) 46,998
</TABLE>
Merger
On May 8, 2000, the Company announced that it and The Geon Company will
consolidate into a new Ohio Corporation, PolyOne(TM) Corporation. The Geon
Company is a leading Ohio-based polymer services and technology company with
operations in vinyl compounds, specialty vinyl resins and formulations,
engineered films and other value-added products and services. The consolidation
will take place in the form of a cashless stock swap, and following the
consolidation the shareholders of each company will hold approximately 50
percent of the new corporation. Consummation of the transaction is subject to
approval by the shareholders of both companies and is expected to be consummated
in the third quarter of 2000.
Subsequent Event
On July 19, 2000, the Company announced it had signed a definitive agreement to
sell its Richmond Aircraft Products unit to UMECO, plc. Richmond Aircraft is
part of the Company's Cadillac Plastic subsidiary. The agreement includes
substantially all of the assets of Richmond Aircraft. The sale is subject to
regulatory approval and is targeted to close in August 2000.
6
<PAGE> 8
On July 31, 2000, the Company announced it had signed a definitive agreement to
sell its 50 percent interest in three shapes distribution joint ventures to
Thyssen Krupp Materials & Services AG. The three joint ventures are a part of
the Company's Cadillac Plastic subsidiary. The sale is subject to regulatory
approval and is expected to close in the fourth quarter of 2000.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
INTERIM FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Consolidated net sales for the quarter ending June 30, 2000 increased 2.1
percent to $606.8 million from $594.3 million for the quarter ending June 30,
1999. The quarterly sales increases are attributable to a 3.8 percent increase
in sales volume, a favorable 2.6 percent price/mix variance, and an unfavorable
2.4 percent foreign exchange impact. The six months ending June 30 experienced a
3.8 percent increase in consolidated net sales to $1,219.5 million in 2000 from
$1,174.8 million in 1999. The sales increases are attributable to a 6.0 percent
increase in sales volume, a favorable 1.7 percent price/mix variance, and an
unfavorable 2.1 percent foreign exchange impact. The combined impact from
acquisitions net of divestitures was an unfavorable 1.9 percent for the quarter
ending June 30, 2000 and an unfavorable 1.8 percent for the six months ending
June 30, 2000.
Net sales for the quarter in the plastic processing segment increased 6.4
percent to $248.0 million in 2000 compared with $233.2 million in 1999.
Quarterly volume increased 3.0 percent and price/mix increased 4.2 percent while
the foreign exchange impact was an unfavorable 4.0 percent. Net sales for the
six months ending June 30 increased 6.8 percent to $495.4 million in 2000 from
$464.0 million in 1999. Volume increased 4.1 percent, price/mix variance was a
favorable 3.9 percent while foreign exchange had an unfavorable 4.0 percent
impact for the six months ending June 30, 2000. Acquisitions in the plastic
processing segment increased net sales 3.2 percent for the quarter and 2.8
percent for the six months ending June 30, 2000. Operating margins were 5.5
percent in the second quarter of 2000 compared with 6.9 percent for the
comparable period in 1999. Operating margins for the six month periods were 5.7
percent and 6.5 percent in 2000 and 1999, respectively. The decline in operating
margins was partly the result of raw material cost increases that the Company
was unable to fully offset with price increases. In response to this, the
Company is implementing customer equity analysis, which evaluates customers
according to profitability and focuses on growing business with profitable
customers, as well as examining pricing stewardship across all customers.
The rubber processing segment's quarterly net sales declined 0.7 percentage
points to $130.7 million in 2000 compared with $131.6 million in 1999. Quarterly
net sales volume increased 0.7 percentage points, the price/mix variance was an
unfavorable 0.6 percentage points, and foreign exchange had a negative 0.8
percentage point impact. Net sales increased 2.8 percent to $269.8 million for
the six months ending June 30, 2000 from $262.5 million for six months ending
June 30, 1999. During the six months ending June 30, 2000 net sales volume
increased 7.5 percent, the price/mix variance was an unfavorable 4.0 percent,
and foreign exchange had an unfavorable 0.7 percentage point impact. Operating
margins were 7.5 percent in the second quarter of 2000 compared with 8.8 percent
in the comparable 1999 period. Operating margins for the six month periods were
8.3 percent and 8.7 percent in 2000 and 1999, respectively. The decline in
operating margins was due in part to the start-up of a new rubber compounding
plant in Mexico. The plant's revenue base has not yet matched the level of
operating expenses but expectations are for the facility to break even in the
third quarter. Also impacting operating margins was margin pressure from raw
material cost increases. The Company has implemented price increases for its
automotive customers effective July 1, which the company expects to see the
effects of in the third quarter.
The distribution segment's quarterly net sales increased 1.2 percent to $236.5
million in 2000 from $233.7 million for the comparable period in 1999. Quarterly
sales volume increased 6.6 percent, the price/mix variance was a favorable 2.8
percent, foreign exchange had an unfavorable 1.6 percent impact, and a 1999
divestiture resulted in an unfavorable 6.6 percent impact. Net distribution
sales increased 2.4 percent to $467.4 million from $456.7 million for the
six-month periods ending June 30, 2000 and 1999, respectively. Sales volume
increased 7.2 percent, the price/mix variance was a favorable 2.8 percent,
foreign exchange had an unfavorable 0.8 percentage point impact, and a 1999
divestiture resulted in an unfavorable 6.8
8
<PAGE> 10
percent impact for the six months ending June 30, 2000. Operating margins,
excluding the one-time charge related to the writedown of goodwill and closing
costs associated with the sale of a substantial portion of the Company's shapes
distribution business, increased from 1.5 percent in the second quarter of 1999
to 1.7 percent in the comparable period in 2000. Operating margins also
increased in the six months ended June 30, 2000 to 1.7 percent, compared with
1.3 percent in the comparable period in 1999. The Company's resin distribution
business showed solid growth benefiting from the strong market demand for its
products and improved operational efficiencies. The Company's shapes
distribution business performed below expectations, in part because an action
plan intended to modify the overall operating structure was put on hold as the
Company sought to divest this business. The sale of the largest portion of this
business was consummated on July 31, 2000. Agreements are in place for the sales
of the remainder of the business.
Gross margins declined 1.1 percent for the second quarter to 17.0 percent in
2000 compared with 18.1 percent in 1999 and declined 0.8 percentage points for
the six month periods ending June 30 to 17.3 percent in 2000, compared with 18.1
percent in 1999. The decrease in gross margins is attributable to the
aforementioned raw material price increases, plant start up costs and the
delayed action plan to improve the profitability of the shapes distribution
business.
Selling, general and administrative expenses for the quarter ending June 30,
2000 were $76.5 million or 12.6 percent of sales compared with $76.1 million or
12.8 percent of sales for the same period in 1999. Selling, general and
administrative expenses for the six months ending June 30, 2000 were $155.6
million or 12.8 percent of sales and $154.8 million or 13.2 percent of sales for
the six months ending June 30, 1999.
Other-net increased to $45.6 million for the quarter and $45.9 million for the
six months ended June 30 due to the one-time nonrecurring charge of $45.3
million related to the writedown of goodwill and closing costs associated with
the sale of a substantial portion of the Company's shapes distribution business
to GE Plastics.
The effective tax rate for the quarter and six months ended June 30, 2000 was
impacted by two nonrecurring items. During the second quarter of 2000, the
Company reached a settlement with the Internal Revenue Service on examinations
of previously filed tax returns, which resulted in a one-time reduction of
income tax reserves of $10.5 million. Also recognized in the period was a tax
provision of $7.0 million related to the disposition of the shapes distribution
business.
Liquidity and Sources of Capital
Operating activities used $5.2 million for the first six months of 2000, which
included the use of $68.7 million for working capital requirements. Investing
activities used $27.3 million and included $24.3 million for capital
expenditures and $10.7 million for acquisitions. Financing activities provided
$32.2 million, which included increasing debt by $43.1 million and paying
dividends of $11.2 million.
The current ratio was 2.0:1 at June 30, 2000 and 1.7:1 at December 31, 1999.
Debt to total capital was 47.1 percent at June 30, 2000 and 43.5 percent at
December 31, 1999.
Market Risk
The Company is exposed to foreign currency exchange risks in the ordinary course
of its business operations due to the fact that the Company's products are
provided in numerous countries around the world and collection of revenues and
payment of certain expenses may give rise to currency exposure. The Company also
enters into intercompany lending transactions and foreign exchange contracts
related to this foreign currency exposure. Management has examined the Company's
exposure to this risk and has concluded that the Company's exposure in this area
is not material to fair values, cash flows or earnings.
9
<PAGE> 11
Environmental Matters
Claims have been made against subsidiaries of the Company for costs of
environmental remediation measures taken or to be taken in connection with
operations that have been sold or closed. These include the clean-up of
Superfund sites and participation with other companies in the clean-up of
hazardous waste disposal sites, several of which have been designated as
Superfund sites. There are seventeen sites that are in the process of being
remediated. Reserves for such liabilities have been established on an
undiscounted basis and no insurance recoveries have been anticipated in the
determination of reserves. Due to evolving remediation technology, changing
regulations, inherent shortcomings of the estimation process and other factors,
amounts accrued could vary significantly from amounts paid or to be paid.
Accordingly, it is not possible to estimate a meaningful range of possible
exposure. While it is not possible to predict with certainty, management
believes that the aforementioned claims will be resolved without material
adverse effect on the financial position, results of operations or cash flows of
the Company.
Subsequent Events
On July 19, 2000, the Company announced it had signed a definitive agreement to
sell its Richmond Aircraft Products unit to UMECO, plc. Richmond Aircraft is
part of the Company's Cadillac Plastic subsidiary. The agreement includes
substantially all of the assets of Richmond Aircraft. The sale is subject to
regulatory approval and is targeted to close in August 2000.
On July 31, 2000, the Company announced it had signed a definitive agreement to
sell its 50 percent interest in three shapes distribution joint ventures to
Thyssen Krupp Materials & Services AG. The three joint ventures are a part of
the Company's Cadillac Plastic subsidiary. The sale is subject to regulatory
approval and is expected to close in the fourth quarter of 2000.
Other
Any forward-looking statements included in this quarterly report are based on
current expectations. Any statements in this report that are not historical in
nature are forward-looking statements. Actual results may differ materially
depending on business conditions and growth in the plastics and rubber
industries, general economy, foreign political and economic developments,
availability and pricing of supplies and raw materials, changes in product mix,
shifts in market demand, the success of the Company's lean manufacturing and
Supply Chain initiatives, the continuing improvement in the domestic plastic
processing businesses, and changes in prevailing interest rates, inability to
pass raw material cost increases through to customers, and unanticipated delays
in effecting divestitures.
10
<PAGE> 12
PART II
Item 6 Exhibits and Reports on Form 8-K
(a) On May 9, 2000, the Registrant filed a current Report on
Form 8-K, reporting its execution of an Agreement and Plan
of Consolidation with The Geon Company (a Delaware
Corporation) to form a new Ohio Corporation.
(b) On May 11, 2000, the Registrant filed a Current Report on
Form 8-K, reporting its execution of a definitive agreement
to sell a substantial component of the Registrant's Cadillac
Plastics shapes distribution and fabrication businesses to
GE Plastics. The agreement includes substantially all the
assets and leased facilities in North America, Asia, the
United Kingdom, and the Netherlands.
(c) On July 26, 2000, the Registrant filed a Current Report on
Form 8-K, reporting its financial results for the quarter
ended June 30, 2000.
(d) On August 14, 2000, the Registrant filed a Current Report
on Form 8-K, reporting the completion of the previously
announced disposition of substantially all of the assets
of the Registrant's Cadillac Plastics shapes distribution
and fabrication business to GE Plastics.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
M. A. HANNA COMPANY (Registrant)
/s/ Thomas E. Lindsey
------------------------------
Thomas E. Lindsey
Controller
(Principal Accounting Officer)
Date: August 14, 2000
11