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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) April 27, 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
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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 5. OTHER EVENTS
William F. Patient, chairman and chief executive officer of The Geon Company
(NYSE: GON) since it became an independent public company six years ago,
announced today his intention to retire. He will step down as CEO on May 6,
1999, the date of Geon's annual meeting of stockholders.
ITEM 7(c). FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press Release of April 27, 1999 announcing CEO William F. Patient's
intention to retire.
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 28, 1999
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EXHIBIT 99.1
WILLIAM F. PATIENT, FIRST CEO OF GEON,
ANNOUNCES HIS RETIREMENT PLANS
CLEVELAND, OHIO - April 27, 1999 - William F. Patient, chairman and chief
executive officer of The Geon Company (NYSE: GON) since it became an independent
public company six years ago, announced today his intention to retire. He will
step down as CEO on May 6, 1999, the date of Geon's annual meeting of
stockholders.
At that meeting, the Geon Board of Directors, as a result of its succession
planning, is expected to approve the recommendation of its nominating committee
that President and Chief Operating Officer Thomas A. Waltermire, 49, be
appointed chief executive officer.
Patient will continue as Geon's chairman until the August board meeting when he
will be 65. At that time, the Board of Directors is expected to name Waltermire
chairman, completing the leadership transfer. Patient will remain a Geon
director, assuming stockholders approve his re-election to the board on May 6.
Under Patient's direction, Geon has become the world's leading producer of vinyl
compounds, North America's leading producer of vinyl dispersion resins and
dispersion resin compounds, and a growing provider of polymer services.
"These last six years have been the most exciting and rewarding of my life
because in that short period, we transformed Geon from merely an adequate
performer to an organization of excellence," said Patient. "It makes me very
proud because this evolution did not occur by accident. It was the result of a
thoughtful, well-crafted strategic plan executed by all our people - people who
care and make things happen."
Likewise, Patient said, Waltermire's proposed selection by the Geon board is "a
purposeful decision, the culmination of a deliberate, long-term succession plan.
For the last five years, Tom has been given progressively greater levels of
responsibility, including the recent positions of chief operating officer and
president. He has met each challenge and been a leader in Geon's
transformation."
A LEGACY OF LEADERSHIP
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"Bill Patient's legacy is today's Geon, a dramatically stronger company because
of his drive, his unyielding commitment to the belief that we have no option but
to succeed," said Waltermire. "Bill established Geon's credibility as a company
that has consistently accomplished what we said we would do. People both inside
and outside the organization know they can count on Geon to live up to its
promises."
Patient is a native of Belleville, Illinois. He earned his bachelor's degree in
chemical engineering from Washington University in St. Louis. In 1962 he joined
Borg-Warner Chemicals, where he remained until 1989, fulfilling a range of
assignments including vice president, sales and marketing; vice president,
manufacturing; and president, Borg-Warner Chemicals Europe.
In May 1989, Patient became senior vice president of The BFGoodrich Company and
president of its Geon Vinyl division. Four years later, BFGoodrich spun off the
Geon division as a separate public company with Patient as chairman, president
and chief executive officer.
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Waltermire received a bachelor of science degree in biology from The Ohio State
University in 1971 and a master of business administration degree from Harvard
University in 1974. He joined BFGoodrich in 1974 in its treasury division. He
moved in 1980 to the BFGoodrich Chemical Group, where he held a series of
operating and general management positions. Returning to BFGoodrich corporate
headquarters in 1989, he served as vice president of investor relations and
assistant to the chairman and CEO.
Just prior to Geon's initial public offering, Waltermire joined the new company
as senior vice president and treasurer. Later in 1993 he became chief financial
officer; then in 1997, chief operating officer, with responsibility for
day-to-day operations. He added the title of president in 1998. At Geon's 1998
annual meeting, he was elected to the Board of Directors.
STRATEGIC PLANS AND BOLD MOVES
By 1993, Geon had been a leader in the manufacture of polyvinyl chloride (PVC)
resin and compounds for more than 50 years. BFGoodrich, however, had decided
that vinyl no longer fit with its business strategy, and it spun off the Geon
division.
Under Patient's direction, senior management of the new company immediately set
about "fixing the business" with a plan to reduce costs, improve operating
efficiencies and increase productivity. Geon closed older, inefficient
facilities; redesigned and streamlined its product line; reduced its raw
material costs; rewarded employees for strong performance and productivity
increases; delivered increased returns to stockholders; and established itself
as the industry leader in the area of health, safety and the environment.
Yet, in this tough industry, the Company needed to do more to grow and create
stockholder value. Beginning in 1997, Patient and Waltermire executed a series
of strategic actions designed to expand the value-added business segments and
reshape Geon as an international performance polymers and services company with
a focus on technology, service and innovation. Among these actions were:
- - Acquisition of the compounder Synergistics Industries Limited, which
increased Geon's compound operation nearly 50 percent and added
important non-PVC products that fit well with Geon's market strengths
- - Successful development of Geon's specialty resin business and the
acquisitions of three plastisol formulators - Plast-O-Meric, Wilflex
and Adchem which further enhanced the value-added operations and
positioned Geon for stronger, more predictable earnings growth
- - Formation of new, entrepreneurial businesses such as Polymer
Diagnostics Inc., a wholly owned subsidiary that markets Geon's testing
and problem-solving capabilities to clients in polymer sciences, and
Decillion LLC, a joint venture with Owens Corning to market a unique
technology for glass fiber-reinforced PVC compound
Without question, however, Geon's boldest move under Patient's leadership was
its agreement with the OxyChem division of Occidental Petroleum Corporation to
form a joint venture combining the partners' PVC resin and vinyl chloride
monomer (VCM) businesses and related operations, and to acquire OxyChem's
compounding and film businesses.
Geon will own 24 percent and OxyChem 76 percent of the joint venture, Oxy
Vinyls, LP (OxyVinyls), which will be North America's largest producer of PVC
resin and VCM, with the
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scale and integration to be globally competitive. The OxyVinyls joint venture
creates a cost-competitive and technically competitive PVC resin business and
also ensures Geon's compounding operations a low-cost, long-term resin supply.
With the transfer of financial obligations to the joint venture and the receipt
of cash, Geon will strengthen its balance sheet for future acquisitions.
The joint venture has received all necessary approvals, and is slated to take
effect May 1.
A COMMITMENT TO COMMUNITY
Approachable and accessible, Patient is known throughout Geon as a grass-roots
communicator - the type whom employees can talk to on the "shop floor." He is an
advocate for people at all levels of the organization, and he speaks
passionately about the efforts and contributions of the 2,400 men and women of
Geon.
A plain-spoken, fervent supporter of the vinyl industry, Patient serves on the
Executive Committee of the Vinyl Institute and the Board of Directors of the
Chlorine Chemistry Council.
Apart from Geon and the industry, Patient is an ardent believer in corporate
responsibility and community involvement, maintaining an active speaking
schedule and serving a long list of educational, cultural and community
organizations. A visible, vocal champion of urban education, he chairs the
Cleveland State University Board of Trustees. He also chairs the 1999 University
Hospitals Health System Amateur Athletic Union (AAU) Junior Olympic Games, which
will be held in Cleveland this summer.
Along with other Geon employees, Patient has traveled regularly to Appalachia
and elsewhere to help Habitat for Humanity build homes with Company-donated
materials. He also has spearheaded Geon's establishment of scholarship funds to
support minority students planning to enter technical fields. These and other
causes parallel Geon's business objectives, so Company involvement benefits both
Geon and the recipients of its generosity, he believes.
Patient serves on the boards of trustees of Cleveland Tomorrow, the Playhouse
Square Foundation, University Hospitals Health System and University Hospitals
of Cleveland. He is a member of the Ohio Business Roundtable, the Greater
Cleveland Roundtable, the President's Council and the Musical Arts Association.
Patient and his wife, Bonnie, have five grown children.
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. 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.
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.
