-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q3LihKaHIHQIEVkQCht9sDXIdBqheiAqNmua9ZZgfaacXui5KYUwI3sSELKRiMo4 Wd51UM31Ky9TZYzrHIHNyw== 0000950152-00-003909.txt : 20000512 0000950152-00-003909.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950152-00-003909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000511 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANNA M A CO/DE CENTRAL INDEX KEY: 0000045370 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 340232435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05222 FILM NUMBER: 626928 BUSINESS ADDRESS: STREET 1: STE 36 5000 STREET 2: 200 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114-2304 BUSINESS PHONE: 2165894000 FORMER COMPANY: FORMER CONFORMED NAME: HANNA MINING CO DATE OF NAME CHANGE: 19850523 8-K 1 M.A. HANNA COMPANY 8-K 1 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): May 11, 2000 M.A. HANNA COMPANY ------------------ (Exact name of registrant as specified in charter) Delaware 1-5222 34-0232435 - ---------------------------- -------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304 -------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (216) 589-4000 ------------- N/A ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On May 11, 2000, M.A. Hanna Company, a Delaware corporation, issued a press release announcing that M.A. Hanna and General Electric Company, a New York Corporation, had entered into an acquisition agreement pursuant to which GE will purchase from M.A. Hanna substantially all of the assets of M.A. Hanna's wholly-owned subsidiary, Cadillac Plastic Group, Inc., a Michigan corporation. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of M.A. Hanna Company, dated May 11, 2000, announcing the execution of the definitive acquisition agreement. 3 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 By: /s/ John S. Pyke, Jr. ------------------------ Name: John S. Pyke, Jr. Title: Vice President, General Counsel and Secretary Dated: May 11, 2000 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of M.A. Hanna Company, dated May 11, 2000, announcing the execution of the definitive acquisition agreement. EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 Suite 36-5000 Phone: 216/589-4000 200 Public Square Facsimile: 216/589-4200,4018 Cleveland, Ohio 44114-2304 N E W S R E L E A S E [M.A. HANNA COMPANY LOGO] For Immediate Release - --------------------- Investor and Media Contact: Christopher Farage (216) 589-4085 M.A. HANNA AGREES TO SELL SHAPES DISTRIBUTION BUSINESS TO GE PLASTICS CLEVELAND, May 11, 2000 - M.A. Hanna Company (NYSE: MAH;CHICAGO) has signed a definitive agreement to sell a substantial component of its Cadillac Plastic shapes distribution and fabrication businesses to GE Plastics. The agreement with GE Plastics includes substantially all of the assets and leased facilities of the Cadillac Plastic shapes distribution operations in North America, Asia, the United Kingdom and the Netherlands. The sale price and certain other details of the transaction were not disclosed. Certain portions of Cadillac Plastic are not part of the sale agreement. These include the Richmond Aircraft unit, headquartered in the United States, and three joint ventures located in Germany, France, and Spain. Strategic alternatives for these businesses are being separately considered. M.A. Hanna's Chairman and CEO Phillip D. Ashkettle, said: "Cadillac Plastic, which distributes and fabricates plastic sheet, rod, tube and film, is outside of Hanna's core business as an intermediary materials supplier serving plastic and rubber molders and extruders. The sale will allow us to focus resources on our core businesses," Ashkettle said. FINANCIAL EFFECTS OF THE DIVESTITURE The shapes distribution businesses covered by the current agreement had 1999 sales of $378 million, representing approximately 16 percent of total Company revenues. After the sale, Hanna expects to see a net improvement in operating income as a percent of sales, as well as a reduction in selling, general and administrative expenses, and working capital. The company also expects a one-time, nonrecurring charge related to the write-down of goodwill and the associated tax consequences of the transaction. The company is evaluating possible uses of the proceeds, including debt repayment, acquisitions, and share repurchases. The sale is subject to government approvals, and is targeted to close in the summer of 2000. Under the terms of the agreement, Hanna expects that virtually all of its affected Cadillac Plastic associates will be offered the opportunity for employment with GE Plastics. Cadillac Plastic operations, with headquarters in Troy, Mich., became a part of M.A. Hanna in 1987 through the acquisition of Day International. M.A. Hanna Company, headquartered in Cleveland, is a $2.3 billion international specialty polymers company focused on the plastics and rubber industries through its operations in North America, Europe and Asia. Its primary businesses are plastic compounding and color and additives, rubber compounding and color and additives, and distribution of plastic resins and engineered plastic shapes. On May 8, 2000, M.A. Hanna announced that it will join forces with the Geon Company (NYSE:GON) to create the world's largest polymer services company. ### -----END PRIVACY-ENHANCED MESSAGE-----