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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) June 23, 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
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The Geon Company announced that the waiting period under the Hart Scott Rodino
Antitrust Improvements Act of 1976, applicable to Geon's proposed acquisition of
O'Sullivan Corporation, expired on June 18, 1999. The waiting period passed
without a request for additional information from the Federal Trade Commission.
Item 7(c). Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99.1 Press Release of June 23, 1999 announcing the waiting period under
the Hart Scott Rodino Antitrust Improvements Act of 1976, applicable to Geon's
proposed acquisition of O'Sullivan Corporation, passed without a request for
additional information from the Federal Trade Commission.
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 June 24, 1999
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EXHIBIT 99.1
GEON'S ACQUISITION OF O'SULLIVAN CORPORATION
CLEARS COMMENT PERIOD
CLEVELAND, Ohio - June 23, 1999 - The Geon Company (NYSE: GON) announced today
that the waiting period under the Hart Scott Rodino Antitrust Improvements Act
of 1976, applicable to Geon's proposed acquisition of O'Sullivan Corporation,
expired on June 18, 1999. The waiting period passed without a request for
additional information from the Federal Trade Commission.
On June 2, Geon announced an agreement to acquire O'Sullivan, a leading producer
of engineered polymer films for the automotive and industrial markets. The two
companies signed a definitive merger agreement under which Geon commenced a cash
tender offer on June 8, 1999, to acquire all the outstanding shares of
O'Sullivan for $12.25 per share.
The merger agreement was unanimously approved by the boards of directors of both
companies. In addition, members of the Bryant family, who control more than 26
percent of the O'Sullivan shares, have committed to tender their shares to Geon
as contemplated by the definitive agreement. The tender offer is subject to
customary closing conditions, including the acquisition by Geon of at least 70
percent of the outstanding O'Sullivan stock.
Headquartered in Winchester, Virginia, O'Sullivan has approximately 940
employees and four manufacturing sites located in Lebanon, Pennsylvania; Newton
Upper Falls, Massachusetts; Winchester; and Yerington, Nevada.
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.
