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): June 6, 1995
M.A. HANNA COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-5222 34-0232435
(State of Incorporation) (Commission (IRS Employer Identification Number)
File Number)
Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304
(Address of principal executive office)
(216) 589-4000
(Telephone Number)
Item 2. Acquisition or Disposition of Assets
On June 6, 1995, M.A. Hanna Company (the "Company")
completed the previously announced disposition of its
printing and textile businesses to Day International Group,
Inc., a company newly organized by American Industrial
Partners ("AIP"), for $199.5 million in cash, subject to
certain adjustments. The amount of the consideration was the
result of arms-length negotiations. The Company issued a
news release on April 12, 1995 announcing its agreement with
AIP regarding the disposition and issued a news release on
June 6, 1995 announcing the consummation of the disposition.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The following pro forma income statement information
gives effect to the disposition of the Company's printing and
textile businesses to Day International Group, Inc. assuming
the sale had been consummated as of January 1, 1994. For the
year ended December 31, 1994, interest expense would have
decreased from $28.5 million to $24.3 million reflecting the
repayment of debt that could have been retired.
Income from continuing operations would have increased
from $37.0 million or $1.18 per share fully diluted to $39.5
million or $1.26 per share fully diluted. For the three months
ended March 31, 1995, interest expense would have decreased
from $6.9 million to $5.5 million and income from continuing
operations would have increased from $12.0 million or $.38 per
share fully diluted to $12.9 million or $.41 per share fully
diluted.
The following pro forma balance sheet information
assumes the sale had been consummated as of March 31, 1995.
Cash and cash equivalents at March 31, 1995 would have
increased from $27.8 million to $114.0 million reflecting sales
proceeds of $199.5 million received at closing less the payment
of expenses associated with the sale of $8.0 million and the
retirement of debt of $105.3 million. Net assets of discontinued
operations would have decreased from $104.5 million to zero. Notes
payable to bank and other long-term debt would have decreased from
$2.1 million and $108.5 million, respectively, to zero and $5.3
million, respectively. Trade payables and accrued expenses
would have increased from $344.7 million to $385.3 million to
recognize the estimated accrued taxes on the gain from the sale
and retained earnings would have increased from $307.4 million
to $353.8 million, reflecting the estimated net gain from the
disposition.
(c) Exhibits
1. Stock Purchase Agreement, dated April 11,
1995, as amended, by and among Day
International Group, Inc. (formerly known as
Day International Holdings Inc.), Cadillac
Plastic Group, Inc. and M.A. Hanna Company.
2. News Release dated April 12, 1995.
3. News Release dated June 6, 1995.
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.
M.A. HANNA COMPANY
Date: June 21, 1995 By:/s/ Thomas E. Lindsey
Thomas E. Lindsey, Controller
EXHIBIT INDEX
Exhibit Description of Exhibits
2 Stock Purchase Agreement, dated April 11, 1995, as
amended, by and among Day International Group, Inc.
(formerly known as Day International Holdings, Inc.),
Cadillac Plastic Group, Inc. and M.A. Hanna Company.
99.1 Press Release dated April 12, 1995.
99.2 Press Release dated June 6, 1995.