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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
Date of Report (Date of earliest event reported) October 31, 1997
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THE GEON COMPANY
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(Exact name of registrant as specified in charter)
Delaware 1-11804 34-1730488
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Geon Center, Avon Lake, Ohio 44012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 440-930-1001
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
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The Geon Company announced on October 31, 1997 that, pursuant to a previously
announced tender offer, it has taken up and paid for 100% of the voting Common
shares, acquired from 123124 Canada Inc., and more than 95 percent of the
outstanding Class A non-voting shares, acquired from public shareholders, of
Synergistics Industries Limited of Mississauga, Ontario, Canada. The price for
the shares, which was determined by arms-length negotiations, was $22.00 (Cdn)
per share, for all 5.3 million Class A and common shares outstanding.
Synergistics Industries Limited manufactures a broad line of plastic compounds
and raw materials in the form of pellets, powder and liquid plasticizer. The
Geon Company does not presently intend to devote the assets to another use.
The source of funds for the acquisition is a borrowing under a $135 million
(Cdn) committed tender facility arranged with CIBC, a Canadian chartered bank.
The loan was made in the ordinary course of business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of the Business Acquired
Audited financial statements for the year ended December 31, 1996 and
unaudited financial statements for the nine months ended September 30,
1997 for Synergistics Industries Limited will be filed not later than
75 days following the closing of the transaction.
(b) Pro Forma Financial Information
Pro forma financial statements of the Registrant showing the effect of
the acquisition of Synergistics Industries Limited will be filed not
later than 75 days following the closing of the transaction.
(c) Exhibits
Exhibit 99.1 Press Release of October 31, 1997 that Geon announced that
it has acquired Synergistics Industries.
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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.
THE GEON COMPANY
By /s/ Gregory L. Rutman
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Gregory L. Rutman
Secretary
Dated November 13, 1997
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EXHIBIT 99.1
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NEWS RELEASE
GEON COMPLETES BID FOR SYNERGISTICS INDUSTRIES LIMITED
CLEVELAND, OHIO -- October 31, 1997 -- The Geon Company (NYSE:GON) announced
today that holders of all the common shares and more than 95 percent of the
outstanding Class A non-voting shares of Synergistics Industries Limited have
accepted the tender offer of a wholly owned subsidiary of Geon. The offer is to
purchase all 5.3 million Class A and common shares of Synergistics at $22 (CND)
per share.
Geon's wholly owned subsidiary has extended its offer until November 12, 1997,
to permit the remaining shareholders to tender. It proposes to invoke the
compulsory acquisition provisions of the Business Corporations Act (Ontario,
Canada) to acquire any shares not tendered by November 12, 1997, and will seek
delisting of Synergistics' Class A non-voting shares from the Toronto Stock
Exchange.
"Geon is extremely pleased with the positive response of Synergistics
shareholders to our offer," said William F. Patient, chairman, president and
chief executive officer of Geon. "Synergistics is an excellent strategic fit for
our compound business and again emphasizes Geon's strategic commitment to
building its more profitable, differentiated businesses. We look forward to the
benefits this action will bring to our customers and the opportunities it will
create for our employees and shareholders."
Synergistics Industries Limited manufactures a broad line of plastic compounds
and liquid plasticizers. Synergistics has more than 500 employees and six
manufacturing sites in the United States and Canada. In 1996, Synergistics
reported revenues of $293 million (CND) and net income of $8 million (CND).
The Geon Company is one of the largest suppliers of PVC resins in North America,
and is the world's largest merchant provider of PVC compounds. Headquartered in
Avon Lake, Ohio, The Geon Company and its subsidiaries employ 1,600 people and
have 11 manufacturing plants in the United States and Canada and joint ventures
in Europe, Australia and Southeast Asia. In 1996, Geon reported revenues of $1.1
billion (USD) and net income of $12.2 million (USD).
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Media and Investor Contact: Dennis Cocco
Director of Corporate & Investor Affairs
(440) 930-1538
