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SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
OMNOVA Solutions Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock -- $.10 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
682129 10 0
- -------------------------------------------------------------------------------
(CUSIP Number)
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5
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<TABLE>
<CAPTION>
CUSIP NO. PAGE OF PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) |
| | |
| | GenCorp/OMNOVA Solutions Joint Retirement Savings Plan |
| | IRS Employee Identification No. 25-6321453 |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] |
| | (See Instructions) ----- |
| | (b) [ ] |
| | ----- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC Use Only |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | Citizenship or Place of Organization |
| | |
| | Fairlawn, Ohio |
|-------------------------------|-------|-----------------------------------------------------------------|
| Number of | 5 | Sole Voting Power |
| | | |
| Shares | | None |
| |-------|-----------------------------------------------------------------|
| Beneficially | 6 | Shared Voting Power |
| | | |
| Owned by | | 5,176,311 |
| |-------|-----------------------------------------------------------------|
| Each | 7 | Sole Dispositive Power |
| | | |
| Reporting | | None |
| |-------|-----------------------------------------------------------------|
| Person With | 8 | Shared Dispositive Power |
| | | |
| | | None |
|-------------------------------|-------|-----------------------------------------------------------------|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | |
| | 5,176,311 |
|-----|---------------------------------------------------------------------------------------------------|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| | (See Instructions) [ ] |
| | ----- |
|-----|---------------------------------------------------------------------------------------------------|
| 11 | Percent of Class Represented by Amount in Row (9) |
| | |
| | 12.5% |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | Type of Reporting Person (See Instructions) |
| | |
| | EP |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 13G
------------
Item 1(a). Name of Issuer:
- --------- OMNOVA Solutions Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
- --------- 175 Ghent Road
Fairlawn, Ohio 44333-3300
Item 2(a). Name of Person Filing:
- --------- GenCorp/OMNOVA Solutions Joint Retirement Savings Plan
Item 2(b). Address of Principal Business Office:
- --------- 175 Ghent Road
Fairlawn, Ohio 44333-3300
Item 2(c). Citizenship:
- --------- Ohio
Item 2(d). Title of Class of Securities:
- --------- Common Stock, $.10 par value
Item 2(e). CUSIP Number:
- --------- 682129 10 0
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
- ------ 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
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Page 4 of 5 pages
(g) [ ] Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
- ------ (a) Amount Beneficially Owned:
5,176,311 shares
(b) Percent of Class:
12.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 5,176,311
(iii) sole power to dispose or to direct the disposition of:
None. All such power is held by Mellon Bank, N.A.
(the "Trustee" of the Plan).
(iv) shared power to dispose or to direct the disposition
of: None. All such power is held by the Trustee of the
Plan.
Item 5. Ownership of Five Percent or Less of a Class:
- ------ Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
- ------ The Plan is a voluntary joint savings plan for eligible employees
of GenCorp Inc., OMNOVA Solutions Inc. and certain of their
subsidiaries. The Plan is a joint plan due to the spin-off of
OMNOVA Solutions Inc. (as a separate public company) from GenCorp
Inc. effective October 1, 1999. The spin-off was accomplished by
a distribution of one share of OMNOVA common stock for each share
of GenCorp common stock held on the September 27, 1999 record
date. Employees who elect to participate in the Plan may select
one or more of seven investment options for their contributions,
one such option being a fund investing solely in OMNOVA Solutions
shares. All matching company contributions are invested in the
OMNOVA Solutions stock fund. Under the terms of the Plan, the
Trustee receives dividends on shares held in the fund and is
required to invest and reinvest the principal and income of the
fund in OMNOVA Solutions shares. Participating employees
ultimately receive such benefits as result from the performance
of the fund upon their election to take a distribution of their
allocated shares from the fund.
Item 7. Identification and Classification of the Subsidiary Which
- ------ Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
- ------ The Trustee and employees of GenCorp Inc. and OMNOVA Solutions
Inc. who participate in the Plan.
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Page 5 of 5 pages
Item 9. Notice of Dissolution of Group:
- ------ Not applicable
Item 10. Certification:
- ------- By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 7, 2000
- -------------------
Date
/s/ C. A. Slack
By ________________
C. A. Slack
Secretary of OMNOVA Solutions Inc. on behalf of
the GenCorp/OMNOVA Solutions Joint Retirement Savings Plan
- ----------------------------------------------------------
Title
