-----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, BI+jebE4qi7oKaA5k4DRKKdtBSn3+9zz01khDkJsD8eDJbcrVcaWg5Lm5q8phBlh LvfvOOJ0ySedpM1182SqpA== 0000950152-99-006020.txt : 19990714 0000950152-99-006020.hdr.sgml : 19990714 ACCESSION NUMBER: 0000950152-99-006020 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990713 GROUP MEMBERS: GEON CO GROUP MEMBERS: TGC ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSULLIVAN CORP CENTRAL INDEX KEY: 0000075072 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 540463029 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41352 FILM NUMBER: 99663680 BUSINESS ADDRESS: STREET 1: P O BOX 3510 STREET 2: 1944 VALLEY AVE CITY: WINCHESTER STATE: VA ZIP: 22604 BUSINESS PHONE: 7036654444 MAIL ADDRESS: STREET 1: P O BOX 3510 CITY: WINCHESTER STATE: VA ZIP: 22604 FORMER COMPANY: FORMER CONFORMED NAME: OSULLIVAN RUBBER CORP DATE OF NAME CHANGE: 19710304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEON CO CENTRAL INDEX KEY: 0000897547 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 341730488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE GEON CTR CITY: AVON LAKE STATE: OH ZIP: 44012 BUSINESS PHONE: 4409301001 MAIL ADDRESS: STREET 1: ONE GEON CENTER CITY: AVON LAKE STATE: OH ZIP: 44012 SC 13D 1 THE GEON COMPANY/O'SULLIVAN CORPORATION 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 14D-1 (Amendment No. 2/Final Amendment) and SCHEDULE 13D TENDER OFFER STATEMENT PURSUANT TO SECTIONS 13(d) AND 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- O'SULLIVAN CORPORATION (Name of Subject Company [Issuer]) TGC ACQUISITION CORPORATION THE GEON COMPANY (Bidders) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 688605104 (CUSIP Number of Class of Securities) ---------- Gregory L. Rutman, Esq. TGC Acquisition Corporation c/o The Geon Company One Geon Center Avon Lake, Ohio 44012-0122 Telephone: (440) 930-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) copies to: Roy L. Turnell, Esq. Thompson Hine & Flory LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114-1216 Telephone: (216) 566-5500 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $194,725,130.25 $38,945.03 ================================================================================ * For purposes of calculating fee only. This amount assumes the purchase at a purchase price of $12.25 per share of an aggregate of 15,895,929 shares of common stock. The amount of the filing fee, calculated in accordance with Rule 0-11(d) promulgated under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders for the shares of the issuer. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $38,945.03 Filing party: TGC Acquisition Corporation and The Geon Company Form or registration no: Date filed: June 8, 1999 Schedule 14D-1 Tender Offer Statement ================================================================================ 2 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TGC Acquisition Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,715,221 shares - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 87.9% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Geon Company - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK, WC and SC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,715,221 shares - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 87.9% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 4 TGC Acquisition Corporation (the "Purchaser"), a Virginia corporation and a wholly owned subsidiary of The Geon Company, a Delaware corporation ("Geon"), and Geon hereby amend and supplement their Schedule 14D-1 Tender Offer Statement (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of O'Sullivan Corporation, a Virginia corporation ("O'Sullivan"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 8, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). This Statement is also being filed on behalf of Geon and the Purchaser for purposes of Schedule 13D of the Securities Exchange Act of 1934, as amended. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as Exhibit (a)(2) thereto. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 8, 1999, the Board of Directors of O'Sullivan approved a cash loan of up to $30 million from O'Sullivan to Geon, to be memorialized in a credit agreement and promissory note between O'Sullivan and Geon and bearing interest at a fluctuating annual rate equal to 1 1/2% below Citibank, N.A.'s base interest rate. Geon plans to use such funds to pay a portion of the costs incurred by Geon and the Purchaser in connection with the Offer and the Merger. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. The Board of Directors of O'Sullivan has called a Special Meeting of Shareholders to be held on Monday, August 23, 1999. The Board has set July 19, 1999 as the record date for the Special Meeting of Shareholders. At the Special Meeting of Shareholders, the Purchaser will vote all of the Shares acquired by it pursuant to the Offer in favor of the Merger, which will be sufficient to approve the Merger under Virginia law and O'Sullivan's Amended and Restated Articles of Incorporation, as amended, without the vote of any other shareholder. On July 8, 1999, pursuant to the Merger Agreement, O'Sullivan caused nine of the eleven members of its Board of Directors (C. Hugh Bloom, Jr., John C. O. Bryant, Robert L. Burrus, Jr., Max C. Chapman, Jr., James T. Holland, R. Michael McCullough, Stephen P. Munn, Timothy J. Sandker and Leighton W. Smith, Jr.) to resign and seven designees of the Purchaser (William F. Patient, Thomas A. Waltermire, Donald P. Knechtges, V. Lance Mitchell, Gregory L. Rutman, W. David Wilson and John L. Rastetter) to be elected to the Board of Directors. Arthur H Bryant II and John S. Campbell will serve as Continuing Directors of O'Sullivan. On July 8, 1999, the Board of Directors of O'Sullivan caused the following persons to be elected to the indicated offices of O'Sullivan: Thomas A. Waltermire (Chairman of the Board); John S. Campbell (President and Chief Executive Officer); C. Bryant Nickerson (Chief Financial Officer, Assistant Treasurer and Assistant Secretary); Gregory L. Rutman (Vice President, General Counsel, Secretary and Assistant Treasurer); Jean M. Miklosko (Treasurer); Charles P. Dylag (Director of Tax Administration); Gregory P. Smith (Assistant Treasurer); and Woodrow W. Ban (Assistant Secretary). ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The Offer expired at 12:00 midnight, Eastern Daylight Saving Time, on Wednesday, July 7, 1999. According to the Depositary, a total of 13,715,221 Shares were tendered pursuant to the Offer. All properly tendered Shares were purchased by the Purchaser as of the close of the Offer in accordance with the terms of the Offer. The Shares tendered and purchased constitute approximately 87.9% of the outstanding Shares. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Amended Press Release, dated June 2, 1999. (a)(10) Press Release, dated July 8, 1999. 5 SIGNATURES After due 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. Dated: July 13, 1999 TGC ACQUISITION CORPORATION By: /s/ GREGORY L. RUTMAN ------------------------------------ Name: Gregory L. Rutman Title: Vice President, General Counsel, Secretary and Treasurer THE GEON COMPANY By: /s/ GREGORY L. RUTMAN ------------------------------------ Name: Gregory L. Rutman Title: Vice President, General Counsel, Secretary and Assistant Treasurer 6 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT NAME - ------ ------------ (a)(1) Amended Press Release, dated June 2, 1999. (a)(10) Press Release, dated July 8, 1999. EX-99.A.1 2 EXHIBIT 99(A)(1) 1 Exhibit (a)(1) [The Geon Company letterhead] GEON ESTABLISHES NEW GROWTH PLATFORM WITH ACQUISITION OF O'SULLIVAN CORPORATION CLEVELAND, Oh. and WINCHESTER, Va., June 2 -- The Geon Company (NYSE:GON) and O'Sullivan Corporation (Amex:OSL) jointly announced today an agreement by Geon to acquire O'Sullivan, a leading producer of engineered polymer films for the automotive and industrial markets. The two companies have signed a definitive merger agreement under which Geon will commence a cash tender offer to acquire all of the outstanding shares of O'Sullivan for $12.25 per share. The merger agreement has been 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 themselves to tender their shares to Geon as contemplated by the definitive agreement. The tender offer of $12.25 in cash for each O'Sullivan share represents a total transaction value of approximately $191 million. The objective of both companies is to complete the acquisition of shares by Geon by the middle of July. The tender offer is subject to normal regulatory review and satisfaction of customary closing conditions, including the acquisition by Geon of at least 70 percent of the outstanding O'Sullivan stock. The tender offer is not conditioned upon financing. Geon plans to fund the purchase initially through existing lines of credit and available cash. Geon expects this acquisition to be immediately accretive to earnings by approximately $0.20 per share annually, before synergies and after goodwill. O'Sullivan's cash balance of approximately $30 million will be used to reduce the cost of the transaction. O'Sullivan, with 1998 sales totaling $163 million, has developed particular strength in vinyl film products and is recognized as the technology and quality leader in the markets it serves. "Our strategy is to become the leader in the value-added polymer services and technology industry," said Thomas A. Waltermire, Geon president and chief executive officer. "Acquiring O'Sullivan marks a milestone in positioning Geon as a key player in the engineered film market and establishes a new growth platform for us. The combination will create earnings leverage through raw material, operating, and sales and marketing synergies." Geon projects revenues in excess of $1 billion in 1999, before acquisitions, and is committed to doubling its size during the next two years through a combination of organic growth and acquisition. "We have made it quite clear that we intend to create a multi-billion-dollar, closely linked network of performance polymer businesses," Waltermire said. "O'Sullivan is an excellent fit with Geon's recently acquired Burlington, New Jersey, calendered film business. The two businesses, which serve complementary markets, together will rank as the North American leader in value-added, flexible vinyl films. Combining O'Sullivan's strengths in film technology with Geon's strengths in polymer compounding and operations will create a stronger company with enhanced value and growth opportunities." The agreement by O'Sullivan corporation to enter into the transaction with Geon is the culmination of detailed process, started by O'Sullivan's board of directors in August 1998, to explore the full range of strategic alternatives to enhance shareholder value. An independent financial advisor provided O'Sullivan's board with a fairness opinion in conjunction with the transaction. "O'Sullivan's board believes that the transaction is in the best interest of its stockholders, as it provides them with an attractive value and immediate liquidity for their shares, while positioning our company with a 2 strong base for future growth," said J. Shep Campbell, O'Sullivan president and chief executive officer. "Geon has been one of our most valued raw material suppliers over the years. Its technology has enabled us to provide our customers world-class products for their markets. Combining Geon's and O'Sullivan's technical and operating strengths will create unique opportunities that will benefit our customers." 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. O'Sullivan has averaged 9.3 percent operating income to sales in the three-year period from 1996 through 1998. The company had sales of $163.2 million and net income of $11.6 million in 1998. Last month, O'Sullivan reported first-quarter net sales of $42.9 million and net income of $3.1 million. Calendering, the heart of O'Sullivan's business, is the process for creating thin-gauge films. O'Sullivan uses the calendering process in conjunction with painting and laminating to provide premium-quality sheeting that covers dashboards and door panels on many of today's best-selling passenger cars, light trucks, sport utility vehicles and minivans. O'Sullivan ranks as North America's leading supplier to the automotive industry of single-ply vinyl sheeting for vacuum-formed instrument panels. Customers include Ford, Chrysler, General Motors, Honda, Toyota, Mazda and Saturn. In the industrial and consumer segments, O'Sullivan serves a wide range of markets including stationery/office products, home furnishings, geomembrane, medical bags and pouches, pool liners, vinyl flooring and many others. The Geon Company is 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. Forward-Looking Statements - -------------------------- This press release contains statements relating to Geon and O'Sullivan and their industry that are not historical facts but are "forward-looking statements" that are subject to certain risks and uncertainties. There are many important factors that could cause actual results to differ materially from those in the forward-looking statements. Many of these important factors are outside the control of Geon and O'Sullivan. Changes in market conditions, including competitive factors, and changes in government regulations could cause actual results to differ materially from the expectations of Geon and O'Sullivan. No assurance can be provided as to any future financial results. Among the potentially negative factors that could cause actual results to differ materially from those in the forward-looking statements are (a) unanticipated costs or difficulties and delays related to completion of the proposed transaction, and (b) inability to complete the proposed transaction. CONTACT: Media & Investor Contact: Dennis Cocco, Vice President, Corporate & Investor Affairs of the Geon Company, 440-930-1538; or Bryant Nickerson, Treasurer, CFO and Secretary of O'Sullivan Corporation, 540-667-6666 EX-99.A.10 3 EXHIBIT 99(A)(10) 1 Exhibit (a)(10) [The Geon Company letterhead] NEWS RELEASE O'SULLIVAN SHAREHOLDERS ACCEPT GEON'S TENDER OFFER CLEVELAND, Ohio, July 8, 1999 -- The Geon Company (NYSE: GON) announced today that as of the expiration of its tender offer on July 7, 1999, 86.3 percent of the outstanding shares of O'Sullivan Corporation (Amex: OSL) had been tendered for Geon's cash offer of $12.25 per share. In accordance with the terms of the offer, Geon has purchased all of the shares tendered. Geon plans to proceed with the acquisition of 100 percent of the outstanding shares by scheduling a special meeting of O'Sullivan's remaining shareholders for the purpose of approving the merger. The remaining shares will be offered $12.25 per share. Geon anticipates completing the acquisition by mid-August. On June 2, 1999, Geon announced an agreement to acquire O'Sullivan, a leading producer of engineered polymer films for the automotive and industrial markets. O'Sullivan, which had sales of $163 million in 1998, has developed particular strengths in vinyl film products. The company is recognized in its markets for technology and quality leadership. "We are very pleased with the response of O'Sullivan shareholders to our offer," said Thomas A. Waltermire, Geon president and chief executive officer. "We are convinced that this acquisition will establish a new growth platform for Geon, and will be an excellent addition to our network of value-added polymer services businesses." Geon announced two weeks ago that the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 expired on June 18, 1999, without a request for additional information from the Federal Trade Commission. The merger agreement has been approved by the boards of directors of both companies. 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. Forward-Looking Statement - ------------------------- This press release contains statements relating to Geon and O'Sullivan and their industry that are not historical facts, but are "forward-looking statements" subject to certain risks and uncertainties. Many important factors could cause actual results to differ materially from those in the forward-looking statements. Many of these important factors are outside the control of Geon and O'Sullivan. Changes in market conditions, including competitive factors, and changes in government regulations could cause actual results to differ materially from the expectations of Geon and O'Sullivan. No assurance can be provided as to any future financial results. Among the potentially negative factors that could cause actual results to differ materially from those in the forward-looking statements are (a) unanticipated costs or difficulties and delays related to completion of the proposed transaction, and (b) inability to complete the proposed transaction. Media & Investor Contact: Dennis Cocco The Geon Company Vice President, Corporate & Investor Affairs 440-930-1538 -----END PRIVACY-ENHANCED MESSAGE-----