GEON CO
8-K, 1998-05-28
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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<PAGE>   1



                       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) May 26, 1998
                                                           ------------


                                THE GEON COMPANY
                                ----------------
               (Exact name of registrant as specified in charter)



   Delaware                        1-11804                       34-1730488
- --------------------------------------------------------------------------------
(State or other                    (Commission                 (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)



                     One Geon Center, Avon Lake, Ohio     44012
                     ------------------------------------------
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 440-930-1001
                                                            ------------

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)


<PAGE>   2






Item 5.  Other Events
- ---------------------
         The Geon Company announced that it has completed an agreement to
acquire the Wilflex Ink Division (Wilflex) of Flexible Products Company. Wilflex
is the leading manufacturer and marketer of vinyl plastisol ink products in
North America. For the fiscal year ended May 31, 1997, Wilflex had revenues of
approximately $25 million.


Item 7(c).  Financial Statements, Pro Forma Financial Information and Exhibits
- ----------  ------------------------------------------------------------------
Exhibit 99.1 Press Release of May 26, 1998 announcing the acquisition of Wilflex
Ink Division.


                                    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
                                                 ------------------------
                                                 Secretary



Dated  May 28, 1998






<PAGE>   1




                                  EXHIBIT 99.1


News Release : GEON ACQUIRES VINYL INK SUPPLIER


Cleveland, Ohio --- May 26, 1998 -- The Geon Company (NYSE: GON) today announced
that it has completed an agreement to acquire the Wilflex Ink Division of
Flexible Products Company. Wilflex is the leading manufacturer and marketer of
vinyl plastisol ink products in North America. For the fiscal year ended May 31,
1997, Wilflex had revenues of about $25 million. Revenues in 1998 are
anticipated to be similar.

Wilflex markets its vinyl inks through direct sales and distributors for garment
print applications and transfer printing. The division is noted worldwide for
its technology and application leadership. Wilflex, which has subsidiaries in
England and Australia, is headquartered in Kennesaw, Georgia. Flexible Products,
the parent company, also produces industrial and consumer specialty urethane
chemical products.

"The Wilflex acquisition continues our strategy of adding complementary
businesses to Geon which will result in earnings growth," said William F.
Patient, chairman and chief executive officer. "Combined with Plast-O-Meric,
this move strengthens our market position in vinyl inks. It offers additional
opportunities in formulation and compounding of specialty dispersion resins."

Geon previously announced its intent to acquire Plast-O-Meric, a privately held
custom formulator of vinyl plastisols and polyurethane systems.

The Wilflex acquisition will be paid for with cash from existing financial
facilities. The acquisition is expected to be immediately accretive to annual
earnings by about $0.02 to $0.04 per share after goodwill and before any
synergies. Initially, Geon intends to operate Wilflex as a wholly owned
subsidiary.

The Geon Company is a leading North American-based polymer service and
technology company with operations in polyvinyl chloride (PVC) compounds and
other value-added products and services, as well as in PVC resins. Headquartered
in Avon Lake, Ohio, The Geon Company and its subsidiaries employ 2,100 people
and have 17 manufacturing plants in the United States and Canada, and joint
ventures in the United States, Europe, Australia and Southeast Asia. Geon
recorded revenues of $1.25 billion for the year ended December 31, 1997.





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