SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 7, 1999
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O'SULLIVAN CORPORATION
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(Exact name of registrant as specified in its charter)
VIRGINIA 1-4438 54-0463029
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1944 Valley Avenue, P. O. Box 3510, Winchester, Virginia, 22601
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code 540-667-6666
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
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Pursuant to a tender offer commenced on June 8, 1999, TGC Acquisition
Corporation ("TGC"), a Virginia Corporation and a wholly owned subsidiary of
The Geon Company ("Geon"), a Delaware Corporation, offered to purchase for
cash, at a price of $12.25 per share, all outstanding shares of the common
stock, par value $1.00 per share, of O'Sullivan Corporation ("O'Sullivan"),
a Virginia Corporation.
At the close of the tender period on July 7, 1999, TGC was the holder of
record of 13,715,221 shares of O'Sullivan common stock, or 87.9% of the
15,594,687 shares of common stock outstanding at the date of the tender
offer. Pursuant to Share Tender Agreements entered into separately with
Geon, Arthur H. Bryant II, Magalen O. Bryant and John C. O. Bryant
tendered into the tender offer approximately 26% of the outstanding shares of
common stock of O'Sullivan. No directors or officers of O'Sullivan appointed
subsequent to the completion of the tender offer has any beneficial
interests in the common stock of O'Sullivan, other than options held by the
pre-offer Directors and Executive Officers of O'Sullivan.
A Schedule 14D-9, "Solicitation/Recommendation Statement Pursuant to Section
14(d)(4) of the Securities Exchange Act of 1934" was filed by O'Sullivan on
June 8, 1999 pertaining to the tender offer for the shares of the common
stock of O'Sullivan. Included in the June 8, 1999 filing is Schedule I
which details the beneficial owners of the common stock along with the
ownership of O'Sullivan common stock by the Directors and Officers at the
effective date of the tender offer.
TGC obtained the funds required to purchase the tendered shares
(approximately $168.0 million for the 13,715,221 shares) through a capital
contribution from Geon. Geon obtained the funds for the capital
contribution through a combination of cash on hand and borrowings under
existing revolving credit facilities, as well as from a loan from O'Sullivan
of up to $30 million, to be memorialized in a credit agreement and
promissory note between Geon and O'Sullivan and bearing interest at a
fluctuating annual rate equal to 1.5% below Citibank, N.A.'s base interest
rate, which was approved by the Board of Directors of O'Sullivan on July
8, 1999.
The Merger Agreement, filed as part of the above-referenced Schedule 14D-9,
contains a provision whereby nine of the eleven directors of O'Sullivan
resigned at the change of control. Those directors who resigned were:
C. Hugh Bloom, Jr., John C. O. Bryant, Robert L.Burrus, Jr., Max C.
Chapman, Jr., James T. Holland, R. Michael McCullough, Stephen P. Munn,
Timothy J. Sandker and Leighton W. Smith, Jr.. Arthur H. Bryant II and John
S. Campbell remained on the Board of Directors to be joined by William F.
Patient, Thomas A. Waltermire, Donald P. Knechtges, V. Lance Mitchell,
Gregory L. Rutman, W. David Wilson and John L. Rastetter. The seven new
members of the Board are currently Directors and/or employees of Geon.
Item 7. Exhibit.
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Exhibit 2.1 Schedule 14D-9 for O'Sullivan Corporation, "Solicitation/
Recommendation Statement Pursuant to Section 14(d)(4) of the Securities
Exchange Act of 1934". Incorporated by reference to the Schedule 14D-9
filed by O'Sullivan Corporation on June 8, 1999.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
O'SULLIVAN CORPORATION
/s/ John S. Campbell
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John S. Campbell
President and Chief Executive Officer
/s/ C. Bryant Nickerson
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C. Bryant Nickerson
Secretary, Treasurer
And Chief Financial Officer
July 20, 1999
