<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 14D-1
(Amendment No. 2/Final Amendment)
and
SCHEDULE 13D
TENDER OFFER STATEMENT PURSUANT TO SECTIONS
13(d) AND 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
----------
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)
----------
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
================================================================================
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$194,725,130.25 $38,945.03
================================================================================
* 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
================================================================================
<PAGE> 2
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TGC Acquisition Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,715,221 shares
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
87.9%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Geon Company
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK, WC and SC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,715,221 shares
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
87.9%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 4
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"). This Statement is also being filed on behalf of Geon
and the Purchaser for purposes of Schedule 13D of the Securities Exchange Act of
1934, as amended. 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 8, 1999, the Board of Directors of O'Sullivan approved a cash
loan of up to $30 million from O'Sullivan to Geon, to be memorialized in a
credit agreement and promissory note between O'Sullivan and Geon and bearing
interest at a fluctuating annual rate equal to 1 1/2% below Citibank, N.A.'s
base interest rate. Geon plans to use such funds to pay a portion of the
costs incurred by Geon and the Purchaser in connection with the Offer and the
Merger.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
The Board of Directors of O'Sullivan has called a Special Meeting of
Shareholders to be held on Monday, August 23, 1999. The Board has set July 19,
1999 as the record date for the Special Meeting of Shareholders. At the Special
Meeting of Shareholders, the Purchaser will vote all of the Shares acquired by
it pursuant to the Offer in favor of the Merger, which will be sufficient to
approve the Merger under Virginia law and O'Sullivan's Amended and Restated
Articles of Incorporation, as amended, without the vote of any other
shareholder.
On July 8, 1999, pursuant to the Merger Agreement, O'Sullivan caused
nine of the eleven members of its Board of Directors (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.) to resign and seven designees of the Purchaser (William F. Patient, Thomas
A. Waltermire, Donald P. Knechtges, V. Lance Mitchell, Gregory L. Rutman, W.
David Wilson and John L. Rastetter) to be elected to the Board of Directors.
Arthur H Bryant II and John S. Campbell will serve as Continuing Directors of
O'Sullivan.
On July 8, 1999, the Board of Directors of O'Sullivan caused the
following persons to be elected to the indicated offices of O'Sullivan: Thomas
A. Waltermire (Chairman of the Board); John S. Campbell (President and Chief
Executive Officer); C. Bryant Nickerson (Chief Financial Officer, Assistant
Treasurer and Assistant Secretary); Gregory L. Rutman (Vice President, General
Counsel, Secretary and Assistant Treasurer); Jean M. Miklosko (Treasurer);
Charles P. Dylag (Director of Tax Administration); Gregory P. Smith (Assistant
Treasurer); and Woodrow W. Ban (Assistant Secretary).
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, Eastern Daylight Saving Time, on
Wednesday, July 7, 1999. According to the Depositary, a total of 13,715,221
Shares were tendered pursuant to the Offer. All properly tendered Shares were
purchased by the Purchaser as of the close of the Offer in accordance with the
terms of the Offer. The Shares tendered and purchased constitute approximately
87.9% of the outstanding Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Amended Press Release, dated June 2, 1999.
(a)(10) Press Release, dated July 8, 1999.
<PAGE> 5
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: July 13, 1999 TGC ACQUISITION CORPORATION
By: /s/ GREGORY L. RUTMAN
------------------------------------
Name: Gregory L. Rutman
Title: Vice President, General Counsel,
Secretary and Treasurer
THE GEON COMPANY
By: /s/ GREGORY L. RUTMAN
------------------------------------
Name: Gregory L. Rutman
Title: Vice President, General Counsel,
Secretary and Assistant Treasurer
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------ ------------
(a)(1) Amended Press Release, dated June 2, 1999.
(a)(10) Press Release, dated July 8, 1999.
<PAGE> 1
Exhibit (a)(1)
[The Geon Company letterhead]
GEON ESTABLISHES NEW GROWTH PLATFORM
WITH ACQUISITION OF O'SULLIVAN CORPORATION
CLEVELAND, Oh. and WINCHESTER, Va., June 2 -- 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 $30
million will be used to reduce the cost of the transaction.
O'Sullivan, with 1998 sales totaling $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 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
O'Sullivan's board 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
<PAGE> 2
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. Its 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 stationery/office products, home furnishings, geomembrane,
medical bags and pouches, pool liners, vinyl flooring and many others.
The Geon Company is 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.
Forward-Looking Statements
- --------------------------
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.
CONTACT: Media & Investor Contact: Dennis Cocco, Vice President, Corporate &
Investor Affairs of the Geon Company, 440-930-1538; or Bryant Nickerson,
Treasurer, CFO and Secretary of O'Sullivan Corporation, 540-667-6666
<PAGE> 1
Exhibit (a)(10)
[The Geon Company letterhead]
NEWS RELEASE
O'SULLIVAN SHAREHOLDERS ACCEPT GEON'S TENDER OFFER
CLEVELAND, Ohio, July 8, 1999 -- The Geon Company (NYSE: GON) announced
today that as of the expiration of its tender offer on July 7, 1999, 86.3
percent of the outstanding shares of O'Sullivan Corporation (Amex: OSL) had been
tendered for Geon's cash offer of $12.25 per share. In accordance with the terms
of the offer, Geon has purchased all of the shares tendered.
Geon plans to proceed with the acquisition of 100 percent of the
outstanding shares by scheduling a special meeting of O'Sullivan's remaining
shareholders for the purpose of approving the merger. The remaining shares will
be offered $12.25 per share. Geon anticipates completing the acquisition by
mid-August.
On June 2, 1999, Geon announced an agreement to acquire O'Sullivan, a
leading producer of engineered polymer films for the automotive and industrial
markets. O'Sullivan, which had sales of $163 million in 1998, has developed
particular strengths in vinyl film products. The company is recognized in its
markets for technology and quality leadership.
"We are very pleased with the response of O'Sullivan shareholders to
our offer," said Thomas A. Waltermire, Geon president and chief executive
officer. "We are convinced that this acquisition will establish a new growth
platform for Geon, and will be an excellent addition to our network of
value-added polymer services businesses."
Geon announced two weeks ago that the waiting period under the Hart
Scott Rodino Antitrust Improvements Act of 1976 expired on June 18, 1999,
without a request for additional information from the Federal Trade Commission.
The merger agreement has been approved by the boards of directors of both
companies.
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.
Forward-Looking Statement
- -------------------------
This press release contains statements relating to Geon and O'Sullivan
and their industry that are not historical facts, but are "forward-looking
statements" subject to certain risks and uncertainties. Many important factors
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
