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) June 2, 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 5. Other Events
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On June 2, 1999 O'Sullivan Corporation and The Geon Company jointly
announced a transaction pursuant to which Geon will acquire O'Sullivan
Corporation. See attached press release.
Item 7(c). Financial Statements and Exhibits.
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Exhibit 99.1 Press release of June 2, 1999 reporting the agreement by The
Geon Company to acquire O'Sullivan Corporation.
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
June 2, 1999
EXHIBIT 99.1
GEON ESTABLISHES NEW GROWTH PLATFORM
WITH ACQUISITION OF O'SULLIVAN CORPORATION
CLEVELAND, Ohio, and WINCHESTER, Virginia - June 2, 1999 - The Geon Company
(NYSE: GON) and O'Sullivan Corporation (AMEX: OSL) jointly announced today
an agreement by Geon to acquire O'Sullivan, a leading producer of engineered
polymer films for the automotive and industrial markets. The two companies
have signed a definitive merger agreement under which Geon will commence a
cash tender offer to acquire all of the outstanding shares of O'Sullivan for
$12.25 per share. The merger agreement has been unanimously approved by the
boards of directors of both companies. In addition, members of the Bryant
family who control more than 26 percent of the O'Sullivan shares have committed
themselves to tender their shares to Geon as contemplated by the definitive
agreement.
The tender offer of $12.25 in cash for each O'Sullivan share represents a
total transaction value of approximately $191 million. The objective of
both companies is to complete the acquisition of shares by Geon by the
middle of July. The tender offer is subject to normal regulatory review and
satisfaction of customary closing conditions, including the acquisition by
Geon of at least 70 percent of the outstanding O'Sullivan stock. The tender
offer is not conditioned upon financing.
Geon plans to fund the purchase initially through existing lines of credit
and available cash. Geon expects this acquisition to be immediately
accretive to earnings by approximately $0.20 per share annually, before
synergies and after goodwill. O'Sullivan's cash balance of approximately
$25 to $30 million dollars will be used to reduce the cost of the transaction.
O'Sullivan, whose sales in 1998 totaled $163 million, has developed
particular strength in vinyl film products and is recognized as the
technology and quality leader in the markets it serves.
"Our strategy is to become the leader in the value-added polymer services
and technology industry," said Thomas A. Waltermire, Geon president and
chief executive officer. "Acquiring O'Sullivan marks a milestone in
positioning Geon as a key player in the engineered film market and
establishes a new growth platform for us. The combination will create
earnings leverage through raw material, operating, and sales and marketing
synergies."
Geon projects revenues in excess of $1 billion in 1999, before acquisitions,
and is committed to doubling its size during the next two years through a
combination of organic growth and acquisition.
"We have made it quite clear that we intend to create a multi-billion-dollar,
closely linked network of performance polymer businesses," Waltermire said.
"O'Sullivan is an excellent fit with Geon's recently acquired Burlington,
New Jersey, calendered film business. The two businesses, which serve
complementary markets, together will rank as the North American leader in
value-added, flexible vinyl films. Combining O'Sullivan's strengths in film
technology with Geon's strengths in polymer compounding and operations will
create a stronger company with enhanced value and growth opportunities."
The agreement by O'Sullivan Corporation to enter into the transaction with
Geon is the culmination of a detailed process started by O'Sullivan's board
of directors in August 1998 to explore the full range of strategic
alternatives to enhance shareholder value. An independent financial advisor
provided the O'Sullivan's board of directors with a fairness opinion in
conjunction with the transaction.
"O'Sullivan's board believes that the transaction is in the best interest of
its stockholders as it provides them with an attractive value and immediate
liquidity for their shares while positioning our company with a strong base
for future growth," said J. Shep Campbell, O'Sullivan president and chief
executive officer. "Geon has been one of our most valued raw material
suppliers over the years. Their technology has enabled us to provide our
customers world-class products for their markets. Combining Geon's and
O'Sullivan's technical and operating strengths will create unique
opportunities that will benefit our customers."
Headquartered in Winchester, Virginia, O'Sullivan has approximately 940
employees and four manufacturing sites, located in Lebanon, Pennsylvania;
Newton Upper Falls, Massachusetts; Winchester; and Yerington, Nevada.
O'Sullivan has averaged 9.3 percent operating income to sales in the
three-year period from 1996 through 1998. The company had sales of $163.2
million and net income of $11.6 million in 1998. Last month, O'Sullivan
reported first-quarter net sales of $42.9 million and net income of $3.1
million.
Calendering, the heart of O'Sullivan's business, is the process for creating
thin-gauge films. O'Sullivan uses the calendering process in conjunction
with painting and laminating to provide premium-quality sheeting that covers
dashboards and door panels on many of today's best-selling passenger cars,
light trucks, sport utility vehicles and minivans. O'Sullivan ranks as
North America's leading supplier to the automotive industry of single-ply
vinyl sheeting for vacuum-formed instrument panels. Customers include Ford,
Chrysler, General Motors, Honda, Toyota, Mazda and Saturn.
In the industrial and consumer segments, O'Sullivan serves a wide range of
markets including stationary/office products, home furnishings, geomembrane,
medical bags and pouches, pool liners, vinyl flooring and many others.
The Geon Company is a leading North American-based polymer services and
technology company with operations in vinyl compounds, specialty vinyl
resins and formulations and other value-added products and services.
Headquartered in Avon Lake, Ohio, The Geon Company and its subsidiaries
employ nearly 2,000 people and have 19 manufacturing plants in the United
States, Canada, England and Australia, and joint ventures in the United
States, Canada, England, Australia and Singapore. Information on the
Company's products and services, as well as news releases, EDGAR filings,
Form 10-K, 10-Q, etc. is available on the Internet at http://www.geon.com.
*****
Media & Investor Contact: Dennis Cocco
The Geon Company
Vice President, Corporate &
Investor Affairs
(440) 930-1538
Media & Investor Contact: Bryant Nickerson
O'Sullivan Corporation
Treasurer, CFO and Secretary
(540) 667-6666
Private Securities Litigation Reform Act of 1995
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This press release contains statements concerning certain trends and other
forward-looking information affecting or relating to Geon and O'Sullivan and
their industry that are intended to qualify for the protections afforded
"forward-looking statements" under the Private Securities Litigation Reform
Act of 1995. There are many important factors that could cause actual
results to differ materially from those in the forward-looking statements.
Many of these important factors are outside the control of Geon and O'Sullivan.
Changes in market conditions, including competitive factors and changes in
government regulations, could cause actual results to differ materially from
the expectations of Geon and O'Sullivan. No assurance can be provided as to
any future financial results. Among the potentially negative factors that
could cause actual results to differ materially from those in the forward-
looking statements are (a) unanticipated costs or difficulties and delays
related to completion of the proposed transaction, and (b) inability to
complete the proposed transaction.
June 2, 1999
