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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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O'SULLIVAN CORPORATION
(Name of Subject Company [Issuer])
TGC ACQUISITION CORPORATION
THE GEON COMPANY
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
688605104
(CUSIP Number of Class of Securities)
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Gregory L. Rutman, Esq.
TGC Acquisition Corporation
c/o The Geon Company
One Geon Center
Avon Lake, Ohio 44012-0122
Telephone: (440) 930-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
copies to:
Roy L. Turnell, Esq.
Thompson Hine & Flory LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1216
Telephone: (216) 566-5500
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$194,725,130.25 $38,945.03
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* For purposes of calculating fee only. This amount assumes the purchase at a
purchase price of $12.25 per share of an aggregate of 15,895,929 shares of
common stock. The amount of the filing fee, calculated in accordance with
Rule 0-11(d) promulgated under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered
by the bidders for the shares of the issuer.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $38,945.03 Filing party: TGC Acquisition
Corporation and
The Geon Company
Form or registration no: Date filed: June 8, 1999
Schedule 14D-1 Tender Offer Statement
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TGC Acquisition Corporation (the "Purchaser"), a Virginia corporation
and a wholly owned subsidiary of The Geon Company, a Delaware corporation
("Geon"), and Geon hereby amend and supplement their Schedule 14D-1 Tender Offer
Statement (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase
all of the outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of O'Sullivan Corporation, a Virginia corporation ("O'Sullivan"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated June 8, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as
Exhibit (a)(2) thereto.
ITEM 10. ADDITIONAL INFORMATION.
(b-c) At 11:59 p.m., Eastern time, on Friday, June 18, 1999, the
15-calendar day waiting period imposed by the HSR Act with respect to the Offer
expired without Geon or O'Sullivan receiving a request for additional
information or material from the Antitrust Division or the FTC.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated June 23, 1999.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: June 24, 1999 TGC ACQUISITION CORPORATION
By: /s/ GREGORY L. RUTMAN
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Name: Gregory L. Rutman
Title: Vice President, General Counsel,
Secretary and Treasurer
THE GEON COMPANY
By: /s/ GREGORY L. RUTMAN
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Name: Gregory L. Rutman
Title: Vice President, General Counsel,
Secretary and Assistant Treasurer
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Exhibit (a)(9)
[THE GEON COMPANY LETTERHEAD]
NEWS RELEASE
GEON'S ACQUISITION OF O'SULLIVAN CORPORATION
CLEARS COMMENT PERIOD
CLEVELAND, Ohio -- June 23, 1999 -- The Geon Company (NYSE:GON) announced today
that the waiting period under the Hart Scott Rodino Antitrust Improvements Act
of 1976, applicable to Geon's proposed acquisition of O'Sullivan Corporation,
expired on June 18, 1999. The waiting period passed without a request for
additional information from the Federal Trade Commission.
On June 2, Geon announced an agreement to acquire O'Sullivan, a leading producer
of engineered polymer films for the automotive and industrial markets. The two
companies signed a definitive merger agreement under which Geon commenced a cash
tender offer on June 8, 1999, to acquire all the outstanding shares of
O'Sullivan for $12.25 per share.
The merger agreement was 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 to tender their shares to Geon
as contemplated by the definitive agreement. The tender offer is subject to
customary closing conditions, including the acquisition by Geon of at least 70
percent of the outstanding O'Sullivan stock
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.
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
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Forward-Looking Statements
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This press release contains statements relating to Geon and O'Sullivan and their
industry that are not historical facts but are "forward-looking statements" that
are subject to certain risks and uncertainties. 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.
Media & Investor Contact: Dennis Cocco
The Geon Company
Vice President, Corporate & Investor Affairs
(440) 930-1538
