GEON CO
8-K, 1999-05-07
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 6, 1999
                                                           -----------



                                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 Thomas A. Waltermire has been appointed chief
executive officer, effective immediately. Waltermire, who has served as
president and chief operating officer, succeeds William F. Patient, who
previously announced his retirement and said he would step down as CEO at Geon's
annual meeting of stockholders.

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

Exhibit 99.1 Press Release of May 6, 1999 announcing Thomas A. Waltermire's
appointment to chief executive officer of The Geon Company.

                                    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 7, 1999






<PAGE>   1




                                                                    EXHIBIT 99.1



                         GEON NAMES THOMAS A. WALTERMIRE
                         TO CHIEF EXECUTIVE OFFICER POST

CLEVELAND, OHIO - May 6, 1999 - The Geon Company (NYSE: GON) announced today
that Thomas A. Waltermire has been appointed chief executive officer, effective
immediately. Waltermire, who has served as president and chief operating
officer, succeeds William F. Patient, who previously announced his retirement
and said he would step down as CEO at Geon's annual meeting of stockholders.

At the meeting today, the Geon Board of Directors, in accord with its succession
planning, approved the recommendation of its nominating committee that
Waltermire, 49, be named the second CEO in Geon's six-year history as an
independent public company. Patient will continue as chairman until August, when
the board is expected to appoint Waltermire to that position, completing the
leadership transfer.

"For the last five years, Tom has shown the qualities of a leader," said
Patient. "Tested in a series of strategically significant assignments, he more
than justified the confidence placed in him. I take pleasure in knowing that
this Company's future is entrusted to one who cares about Geon as much as I do -
one who has been here from the start and has played a prominent role in Geon's
growth and transformation."


A RECORD OF ACCOMPLISHMENT

Waltermire joined Geon as senior vice president and treasurer just prior to
Geon's initial public offering in March 1993. Later that year, he was named
chief financial officer, with additional responsibilities for human resources,
information technology and corporate communications.

In 1997, Waltermire became chief operating officer, with oversight of Geon's
operating units: compounding, specialty resin and formulators, and suspension
resin and intermediates. His duties also encompassed technology and business
development; quality, environment and safety; and information technology.

Early in 1998, Waltermire added the title of president. At the annual
stockholder meeting last year, he was elected to the Board of Directors.

Waltermire earned a bachelor's degree in biological sciences from The Ohio State
University and a master of business administration degree from Harvard
University. He joined The BFGoodrich Company - which included the Geon Vinyl
Division - in 1974 as a financial analyst. He held subsequent positions as
assistant treasurer for corporate finance and assistant controller for planning
and analysis.

In 1980, he moved to the BFGoodrich Chemical Group and became director of
purchasing and feedstocks. He also served as vice president of commercial
services and president of the Elastomers and Latex Division, a specialty
chemical business of BFGoodrich.

In 1989, Waltermire returned to BFGoodrich corporate headquarters as vice
president of investor relations and assistant to the chairman and CEO, positions
he held until BFGoodrich spun off Geon as a separate company.

<PAGE>   2

A FUTURE OF GROWTH AND INNOVATION

Over the past two years, Patient and Waltermire have transformed Geon into a
leading polymer technology and service company. Businesses with revenues
totaling nearly $500 million in revenues have been acquired, doubling the size
of Geon's performance polymers and services segment. In addition, Geon exited
the commodity chemical business by joining with the OxyChem division of
Occidental Petroleum Corporation to form a joint venture that includes both
partners' polyvinyl chloride (PVC) suspension resin and vinyl chloride monomer
businesses. Geon owns 24 percent of the joint venture, Oxy Vinyls, LP
(OxyVinyls), which began operation on May 1.

The formation of OxyVinyls cleared the way for Geon to develop as an
international performance polymers and services company, concentrating on
operations in vinyl compounds, specialty resins and plastisol formulations, and
other value-added products and services. The Company ranks as the world's
largest merchant compounder of plastics and North America's leading producer of
specialty resins and plastisol formulations.

Waltermire said he intends to build on this strong foundation.

"We are entering a new phase at Geon, and it will be marked by growth and
innovation," he said. "We are backed by 50 years of experience with polymer
technology, a broad knowledge of end markets and operating skills that are
second to none. These strengths along with a solid financial position, will
serve us well as we work toward our initial goal of doubling our size by the end
of next year."

Geon has solid market positions, but Waltermire sees room for organic growth.
Application development investment is on the rise. He has also challenged
Company leaders to think creatively about new, entrepreneurial businesses in the
mold of Polymer Diagnostics Inc., Geon's analytical services subsidiary, and
Decillion LLC, a joint venture with Owens Corning to market a unique technology
for glass fiber-reinforced PVC composites.

Waltermire plans to continue stressing growth through acquisition as well. He
cited Geon's excellent track record with the acquisition and successful
integration of the compounder Synergistics Industries Limited and three
plastisol formulators: Plast-O-Meric, Wilflex and Adchem. Geon acquired
additional compound and vinyl film businesses from OxyChem on May 1.

"We want to leverage our technology and market positions," Waltermire said. "We
are seeking opportunities that will benefit from our operating expertise; for
example, our skills in information systems. We have proved that we know how to
run polymer service businesses, and we are eager to apply our skills to a
broader range of geographies, polymer types and end markets."

The goal, Waltermire said, is to create value by building Geon into a tightly
knit network of polymer services businesses that will provide customers with
expert solutions to their business problems and the ideas they need to expand
their opportunities.

"Building on the solid foundation we have now, we intend to create the best-run
company in the polymer services industry," he said. "The Geon of the future will
operate on a global scale and employ a range of polymers. We will be recognized
for the depth of our market knowledge and the outstanding value we bring to our
customers."

<PAGE>   3

CONTINUING A TRADITION OF SERVICE

In the style of his predecessor at Geon, Waltermire is active within the
community. He is a board member of The Ohio State University Alumni Association,
Greater Cleveland Growth Association, Boys & Girls Hope, Business Volunteerism
Council, Inventure Place and the Vinyl Institute. He is a graduate of Leadership
Cleveland.

Like other Geon employees, Waltermire volunteers regularly with Habitat for
Humanity, traveling to various parts of the country to help build homes with
materials donated by Geon.

Waltermire and his wife, Shirley, have three children and live in Akron.

The Geon Company is a leading North American-based polymer services and
technology company with operations in PVC compounds, specialty PVC resins 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.



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