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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): August 16, 2000
M.A. HANNA COMPANY
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(Exact name of registrant as specified in charter)
Delaware 1-5222
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(State or other jurisdiction of incorporation) (Commission File No.)
34-0232435
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(IRS Employer 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 August 16, 2000, M.A. Hanna Company, a Delaware corporation ("M.A.
Hanna"), issued a press release announcing that Phillip D. Ashkettle has
departed as Chairman, Chief Executive Officer and President of M.A. Hanna. A
copy of the press release is attached as Exhibit 99.1 and is incorporated herein
by reference in its entirety.
Under the terms of the Agreement and Plan of Consolidation, dated as of
May 7, 2000 (the "Consolidation Agreement"), between The Geon Company, a
Delaware corporation ("Geon"), and M.A. Hanna, and subject to the provisions of
the proposed regulations of PolyOne Corporation, the corporation to be formed as
a result of the consolidation of Geon and M.A. Hanna ("PolyOne"), Mr. Ashkettle
was to serve as Chairman of PolyOne through the PolyOne 2004 annual shareholders
meeting and as Chief Executive Officer of PolyOne until December 31, 2001.
Thomas A. Waltermire was to serve as President and Chief Operating Officer of
PolyOne until December 31, 2001 and as Chairman and Chief Executive Officer of
PolyOne at such time as Mr. Ashkettle ceased to hold those offices. As a
consequence of Mr. Ashkettle's departure, the Boards of Directors of M.A. Hanna
and Geon have agreed to amend the Consolidation Agreement to (i) appoint Carol
A. Cartwright, currently a director of M.A. Hanna, to serve in the place of Mr.
Ashkettle on the Board of Directors of PolyOne and (ii) appoint Mr. Waltermire
to serve in the place of Mr. Ashkettle as Chairman, Chief Executive Officer and
President of PolyOne upon the consummation of the consolidation. The Boards of
Directors of M.A. Hanna and Geon have also agreed to make certain technical
amendments to the Consolidation Agreement to reflect the foregoing changes and
facilitate in the closing of the transaction. A copy of the amendment to the
consolidation agreement is attached as Exhibit 2.1 and is incorporated herein by
reference in its entirety.
Also as a consequence of the foregoing, the Boards of Directors of M.A.
Hanna and Geon have agreed to revise the proposed regulations of PolyOne to
reflect these changes. A copy of the revised proposed regulations of PolyOne is
attached as Exhibit 3.1 and is incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Amendment to Agreement and Plan of Consolidation, dated August
15, 2000, by and among The Geon Company, M.A. Hanna Company
and Consolidation Corp.
3.1 Regulations of PolyOne Corporation.
99.1 Press Release of M.A. Hanna Company, dated August 16, 2000.
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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: August 16, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Amendment to Agreement and Plan of Consolidation, dated August
15, 2000, by and among The Geon Company, M.A. Hanna Company
and Consolidation Corp.
3.1 Regulations of PolyOne Corporation.
99.1 Press Release of M.A. Hanna Company, dated August 16, 2000.
