GEON CO
8-K, 1998-09-14
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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                       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) September 8, 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.)


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Item 5.  Other Events
- ---------------------

         The Company announced it has completed the acquisition of Adchem, Inc.,
effective immediately. Adchem is a custom formulator of vinyl plastisols and a
marketer of polymer additives such as blowing agents and pigments. Adchem's 1997
sales totaled $8.4 million, and 1998 sales are projected to exceed $10 million.
The privately held business has 20 employees. Adchem is located in Kennesaw,
Georgia, but eventually will relocate to Geon's recently acquired Wilflex
facility, also in Kennesaw.



Item 7(c).    Financial Statements, Pro Forma Financial Information and Exhibits
- ----------    ------------------------------------------------------------------

Exhibit 99.1 Press Release of September 8, 1998 announcing the acquisition of
Adchem, Inc.




                                    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  September 14, 1998




<PAGE>   1



                                  EXHIBIT 99.1




                    GEON ACQUIRES VINYL PLASTISOL FORMULATOR,
                    -----------------------------------------
                    MARKING ANOTHER STEP IN COMPANY STRATEGY
                    ----------------------------------------

CLEVELAND, OHIO - September 8, 1998 - The Geon Company (NYSE: GON) today
announced it has completed the acquisition of Adchem, Inc., effective
immediately. Adchem is a custom formulator of vinyl plastisols and a marketer of
polymer additives such as blowing agents and pigments.

Adchem's 1997 sales totaled $8.4 million, and 1998 sales are projected to exceed
$10 million. The privately held business has 20 employees.

Adchem is located in Kennesaw, Georgia, but eventually will relocate to Geon's
recently acquired Wilflex facility, also in Kennesaw. George Hart - founder,
president and principal owner of Adchem - will manage both businesses. By
combining the operations, Geon anticipates savings on site costs and on
purchased raw materials.

Wilflex is the leading manufacturer and marketer of vinyl plastisol ink products
in North America. Plastisols are vinyl compounds that combine specialty
dispersion polyvinyl chloride (PVC) resin, of which Geon is a leading supplier,
with liquid plasticizers and other additives. Vinyl plastisols are used in a
variety of coating applications, including protective coating on metal and vinyl
flooring.

"We are very pleased to have Adchem join our growing list of performance polymer
and service units," said Thomas A. Waltermire, president and chief operating
officer of Geon. "George Hart and the Adchem organization bring extensive
technology and business experience that will be an asset to Wilflex and Geon's
specialty dispersion resin, plastisol and vinyl ink businesses.

"This is another step in our strategy to add earnings growth by acquiring
complementary, value-added businesses," Waltermire said.

With a focus on value-added products and services, Geon has added a number of
closely related businesses to its performance polymers and service unit. In
addition to Adchem, this includes Geon vinyl compounds; Synergistics Industries
Limited, a wholly owned subsidiary that produces plastic compounds and liquid
plasticizers; Plast-O-Meric, a custom formulator of vinyl plastisols and
polyurethane systems; specialty dispersion resins; and Polymer Diagnostics,
Inc., which offers polymer testing and analytical services.

The Adchem transaction is expected to be immediately accretive to Geon's
earnings by about $0.03 per share after financing and goodwill.



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