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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): May 11, 2000
M.A. HANNA COMPANY
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(Exact name of registrant as specified in charter)
Delaware 1-5222 34-0232435
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) 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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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 11, 2000, M.A. Hanna Company, a Delaware corporation,
issued a press release announcing that M.A. Hanna and General Electric Company,
a New York Corporation, had entered into an acquisition agreement pursuant to
which GE will purchase from M.A. Hanna substantially all of the assets of M.A.
Hanna's wholly-owned subsidiary, Cadillac Plastic Group, Inc., a Michigan
corporation. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release of M.A. Hanna Company, dated May 11, 2000,
announcing the execution of the definitive acquisition agreement.
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SIGNATURE
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 hereunto duly authorized.
M.A. HANNA COMPANY
By: /s/ John S. Pyke, Jr.
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Name: John S. Pyke, Jr.
Title: Vice President,
General Counsel
and Secretary
Dated: May 11, 2000
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of M.A. Hanna Company, dated May 11, 2000,
announcing the execution of the definitive acquisition
agreement.
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Exhibit 99.1
Suite 36-5000 Phone: 216/589-4000
200 Public Square Facsimile: 216/589-4200,4018
Cleveland, Ohio 44114-2304
N E W S R E L E A S E
[M.A. HANNA COMPANY LOGO]
For Immediate Release
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Investor and Media Contact: Christopher Farage (216) 589-4085
M.A. HANNA AGREES TO SELL SHAPES DISTRIBUTION BUSINESS
TO GE PLASTICS
CLEVELAND, May 11, 2000 - M.A. Hanna Company (NYSE: MAH;CHICAGO) has signed a
definitive agreement to sell a substantial component of its Cadillac Plastic
shapes distribution and fabrication businesses to GE Plastics.
The agreement with GE Plastics includes substantially all of the assets and
leased facilities of the Cadillac Plastic shapes distribution operations in
North America, Asia, the United Kingdom and the Netherlands. The sale price and
certain other details of the transaction were not disclosed.
Certain portions of Cadillac Plastic are not part of the sale agreement. These
include the Richmond Aircraft unit, headquartered in the United States, and
three joint ventures located in Germany, France, and Spain. Strategic
alternatives for these businesses are being separately considered.
M.A. Hanna's Chairman and CEO Phillip D. Ashkettle, said: "Cadillac Plastic,
which distributes and fabricates plastic sheet, rod, tube and film, is outside
of Hanna's core business as an intermediary materials supplier serving plastic
and rubber molders and extruders. The sale will allow us to focus resources on
our core businesses," Ashkettle said.
FINANCIAL EFFECTS OF THE DIVESTITURE
The shapes distribution businesses covered by the current agreement had 1999
sales of $378 million, representing approximately 16 percent of total Company
revenues.
After the sale, Hanna expects to see a net improvement in operating income as a
percent of sales, as well as a reduction in selling, general and administrative
expenses, and working capital. The company also expects a one-time, nonrecurring
charge related to the write-down of goodwill and the associated tax consequences
of the transaction.
The company is evaluating possible uses of the proceeds, including debt
repayment, acquisitions, and share repurchases.
The sale is subject to government approvals, and is targeted to close in the
summer of 2000. Under the terms of the agreement, Hanna expects that virtually
all of its affected Cadillac Plastic associates will be offered the opportunity
for employment with GE Plastics.
Cadillac Plastic operations, with headquarters in Troy, Mich., became a part of
M.A. Hanna in 1987 through the acquisition of Day International.
M.A. Hanna Company, headquartered in Cleveland, is a $2.3 billion international
specialty polymers company focused on the plastics and rubber industries through
its operations in North America, Europe and Asia. Its primary businesses are
plastic compounding and color and additives, rubber compounding and color and
additives, and distribution of plastic resins and engineered plastic shapes. On
May 8, 2000, M.A. Hanna announced that it will join forces with the Geon Company
(NYSE:GON) to create the world's largest polymer services company.
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