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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) July 7, 1999
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 2. Acquisition or Disposition of Assets
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The Geon Company on July 7,1999, pursuant to a previously announced tender
offer, through its wholly owned subsidiary (TGC Acquisition Corporation)
acquired 13,715,221 shares or approximately 87.9 percent of the outstanding
shares of O'Sullivan Corporation, a Virginia corporation, for $12.25 per share
as a result of arms-length negotiations. Geon plans to proceed with the
acquisition of the remaining shares at a special meeting of O'Sullivan's
remaining shareholders scheduled for August 23,1999, for the purpose of
approving the merger. Geon anticipates completing the acquisition on or about
August 23, 1999.
O'Sullivan, which had sales of $163 million in 1998, is a leading producer of
engineered polymer films for the automotive and industrial markets. O'Sullivan
has developed particular strengths in vinyl film products.
The acquisition will initially be financed with a combination of cash on hand
and borrowings under existing revolving credit facilities. These credit
facilities are unsecured and provide for revolving credit of up to $250 million
for general corporate purposes. These facilities expire in May 2000 ($150
million) and December 2001 ($100 million). Geon will also use up to $30 million
borrowed from O'Sullivan as of July 8, 1999 to pay a portion of the fees and
expenses incurred in connection with the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of the Business Acquired
Audited financial statements for the year ended December 31, 1998 and
1997 and unaudited financial statements for the six months ended June
30, 1999 for O'Sullivan Corporation will be filed not later than 75
days following the closing of the transaction.
(b) Pro Forma Financial Information
Pro forma financial statements of the Registrant showing the effect of
the acquisition of O'Sullivan Corporation will be filed not later than
75 days following the closing of the transaction.
(c) Exhibits
Exhibit 99.1 Press Release of July 8, 1999 announcing the termination
of the tender offer and acquisition of the majority of O'Sullivan's
outstanding shares by the Geon Company.
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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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Gregory L. Rutman
Secretary
Dated July 22, 1999
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EXHIBIT 99.1 - NEWS RELEASE
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O'SULLIVAN SHAREHOLDERS ACCEPT GEON'S TENDER OFFER
CLEVELAND, Ohio - July 8, 1999 - The Geon Company (NYSE: GON) announced today
that as of the expiration of its tender offer on July 7, 1999, 86.3 percent of
the outstanding shares of O'Sullivan Corporation (AMEX: OSL) had been tendered
for Geon's cash offer of $12.25 per share. In accordance with the terms of the
offer, Geon has purchased all of the shares tendered.
Geon plans to proceed with the acquisition of 100 percent of the outstanding
shares by scheduling a special meeting of O'Sullivan's remaining shareholders
for the purpose of approving the merger. The remaining shares will be offered
$12.25 per share. Geon anticipates completing the acquisition by mid-August.
On June 2, 1999, Geon announced an agreement to acquire O'Sullivan, a leading
producer of engineered polymer films for the automotive and industrial markets.
O'Sullivan, which had sales of $163 million in 1998, has developed particular
strengths in vinyl film products. The company is recognized in its markets for
technology and quality leadership.
"We are very pleased with the response of O'Sullivan shareholders to our offer,"
said Thomas A. Waltermire, Geon president and chief executive officer. "We are
convinced that this acquisition will establish a new growth platform for Geon,
and will be an excellent addition to our network of value-added polymer services
businesses."
Geon announced two weeks ago that the waiting period under the Hart Scott Rodino
Antitrust Improvements Act of 1976 expired on June 18, 1999, without a request
for additional information from the Federal Trade Commission. The merger
agreement has been approved by the boards of directors of both companies.
The Geon Company is a leading North American-based polymer services and
technology company with operations in vinyl compounds, specialty vinyl resins
and formulations, 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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FORWARD-LOOKING STATEMENT
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This press release contains statements relating to Geon and O'Sullivan and their
industry that are not historical facts, but are "forward-looking statements"
subject to certain risks and uncertainties. Many important factors could cause
actual results to differ materially from those in the forward-looking
statements. Many of these important factors are outside the control of Geon and
O'Sullivan. Changes in market conditions, including competitive factors, and
changes in government regulations could cause actual results to differ
materially from the expectations of Geon and O'Sullivan. No assurance can be
provided as to any future financial results. Among the potentially negative
factors that could cause actual results to differ materially from those in the
forward-looking statements are (a) unanticipated costs or difficulties and
delays related to completion of the proposed transaction, and (b) inability to
complete the proposed transaction.
