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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) MARCH 31, 1999
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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
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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The Geon Company (NYSE: GON) today announced that it has scheduled a special
stockholder meeting for April 19, 1999. Participants will be asked to approve
two issues. The first issue concerns previously announced agreements with
Occidental Petroleum Corporation's OxyChem division to form a joint venture and
other related transactions. The second issue seeks stockholder approval of
Geon's 1999 Incentive Stock Plan. Geon has mailed a special proxy solicitation
to all stockholders of record as of March 23, 1999.
ITEM 7(c). FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit 99.1 Press Release of March 31, 1999 announcing a special stockholder
meeting for the approval of two issues.
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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Secretary
Dated April 1, 1999
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EXHIBIT 99.1
GEON SETS SPECIAL STOCKHOLDER MEETING;
INTRODUCES BUSINESS SEGMENTS
CLEVELAND, OHIO - March 31, 1999 - The Geon Company (NYSE: GON) today
announced that it has scheduled a special stockholder meeting for April 19,
1999. Participants will be asked to approve two issues. The first issue concerns
previously announced agreements with Occidental Petroleum Corporation's OxyChem
division to form a joint venture and other related transactions. The second
issue seeks stockholder approval of Geon's 1999 Incentive Stock Plan. Geon has
mailed a special proxy solicitation to all stockholders of record as of March
23, 1999.
The special proxy is available through EDGAR, which can be accessed at Geon's
Internet site at http://www.geon.com.
THE OXYCHEM AGREEMENTS
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Geon's transactions with OxyChem, which the Geon Board of Directors approved
last December, include the formation of Oxy Vinyls, LP (OxyVinyls), a joint
venture to be owned 24 percent by Geon and 76 percent by OxyChem. The proposed
joint venture will combine both companies' polyvinyl chloride (PVC) resin and
vinyl chloride monomer (VCM) businesses and related operations, and also will
include OxyChem's Houston chlor-alkali complex. OxyVinyls will be North
America's largest and the world's third- largest PVC producer.
As part of the agreements, Geon will acquire OxyChem's compound and vinyl film
businesses in Burlington, New Jersey, and will create another, smaller joint
venture for dry-blend compounding. Geon also will receive $110 million in cash
and/or cash equivalents, and will transfer $185 million in debt obligation to
OxyVinyls.
If Geon stockholders approve the transactions, the OxyChem agreements are
expected to take effect during the second quarter 1999.
GEON'S BUSINESS SEGMENTS
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In 1998, Statement of Financial Accounting Standards No. 131 concerning segment
disclosures became effective for the Company. Accordingly, the Geon 1998 annual
report, for the first time, will present the financial results of Geon in two
business segments: Performance Polymers and Services (PP&S) and Resin and
Intermediates (R&I). Also, the results of Geon's PVC and VCM operations, which
comprise most of the R&I segment and which will be contributed to the OxyVinyls
partnership, are separately presented in the proxy statement to stockholders.
THE PP&S SEGMENT includes vinyl compounding; specialty resins; plastisol
formulators (Plast-O-Meric, Adchem, Wilflex); Polymer Diagnostics Inc., an
analytical testing and service unit; and Geon's 40 percent equity interest in
the Decillion joint venture with Owens Corning. If shareholders approve the
formation of OxyVinyls, Geon will acquire from OxyChem its vinyl compound and
vinyl film businesses, which will become part of the PP&S segment.
THE R&I SEGMENT currently includes Geon's North American PVC/VCM operations; the
Company's 50 percent equity investment in Sunbelt Chlor-Alkali, a joint venture
with Olin Corporation; and its 37.4 percent equity holding in Australian Vinyls,
a PVC resin and compound joint venture with Orica Ltd. If shareholders approve
the OxyChem transactions,
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Geon's share of earnings from OxyVinyls will be reported in the R&I segment.
Geon's interest in Sunbelt and Australian Vinyls will be unchanged. The chlorine
contract from Sunbelt will be assumed by OxyVinyls.
The table below presents Geon's historical financial performance for 1998. These
results include the effects of transfer pricing on sales between the PP&S and
R&I business segments. Such pricing is reflective of market pricing, and
approximates the pricing at which Geon will purchase PVC resin under terms of
the supply agreement with OxyVinyls if the transactions are approved by
stockholders.
<TABLE>
<CAPTION>
($ in Millions) TOTAL PP&S R&I OTHER*
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<S> <C> <C> <C> <C>
Sales $1,284.4 $839.2 $577.7 $(132.5)
Business earnings (loss)
(Operating income plus
income in equity affiliates
before special charges) $55.6 $93.8 $(36.4) $(1.8)
</TABLE>
*Includes intra-company sales eliminations and corporate expenses not
distributed to the business segments including business development expenses,
retiree medical costs for former corporate employees and corporate consolidation
adjustments.
OTHER ITEMS
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Geon intends to report a cumulative effect charge in first-quarter 1999 of $2.4
million pre-tax, or $0.06 per share, associated with the write-off of Sunbelt
start-up costs in accordance with the adoption of SOP 98-5. Also, additional
costs totaling approximately $7.5 million pre-tax, associated with compound
manufacturing asset rationalization as announced in November 1998, will be
recognized in the first and second quarters of 1999.
The Geon Company is a leading North American-based polymer service and
technology company with operations in PVC compounds, specialty PVC resins 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 more than 2,400
people and have 24 manufacturing plants in the United States, Canada, England
and Australia, and joint ventures in the United States, Canada, England,
Australia and Singapore. Geon recorded revenues of $1.28 billion for the year
ended December 31, 1998. Information on the Company's products and services, as
well as news releases, EDGAR filings, Form 10-K, 10-Q, etc., are available on
the Internet at HTTP://WWW.GEON.COM.
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