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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) May 7, 2000
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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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On May 7, 2000, The Geon Company (Geon), and M.A. Hanna Company (M.A. Hanna),
both of which are Delaware Corporations executed an Agreement and Plan of
Consolidation (the Agreement) under which Geon, M.A. Hanna and a corporation to
be formed under laws of the State of Ohio, will consolidate into a new Ohio
Corporation (the Consolidation). Under the terms of the Agreement, upon the
effectiveness of the Consolidation, each of the outstanding shares of common
stock of Geon, other than those Geon shares owned by M.A. Hanna or any of M.A.
Hanna's or Geon's subsidiaries, will be converted into the right to receive two
fully paid and nonassessable shares of the new corporation resulting from the
Consolidation. Also upon the effectiveness of Consolidation, each of the
outstanding shares of common stock of M.A. Hanna, other than those owned by Geon
or any of M.A. Hanna's or Geon's subsidiaries, will be converted into one fully
paid and nonassessable share of the new corporation resulting from the
Consolidation. Consummation of the transaction is subject to satisfaction or
waiver by the parties of certain conditions, including receipt of regulatory
approvals and approvals by the stockholders of M.A. Hanna and Geon.
Certain Information Regarding Participants
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Geon and certain other persons named below may be deemed to be participants in
soliciting proxies of Geon stockholders to approve the Consolidation. The
participants in this solicitation may include the directors of Geon (Thomas A.
Waltermire, James K. Baker, Gale Duff-Bloom, J. Douglas Campbell, D. Larry
Moore, R. Geoffrey Styles, Farah M. Walters) and the following executive
officers of Geon: Denis L Belzile, Donald P. Knechtges, V. Lance Mitchell,
Gregory L. Rutman, and W. David Wilson. As of the date of this Form 8-K, none of
the above named individuals beneficially owns, individually or in aggregate,
more than 2% of Geon common stock.
Item 7(c). Financial Statements, Pro Forma Financial Information and
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Exhibits
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Exhibit 2.1 Agreement and Plan of Consolidation dated as of May 7, 2000, by and
between M.A. Hanna Company and the Geon Company.
Exhibit 99.1 Press Release of May 8, 2000
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 May 9, 2000