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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 27, 2005
POLYONE CORPORATION
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(Exact name of registrant as specified in charter)
Ohio 1-16091 34-1730488
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 930-1000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing requirements of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13E-4(c))
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Item 8.01 - Other Events.
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On September 27, 2005, the Registrant issued a press release, filed herewith as
Exhibit 99.1, announcing that the Registrant has signed a letter of intent to
sell its Engineered Films business unit to an investor group comprised of
members of the unit's management team along with an investor group formed by
Matrix Capital Markets.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit 99.1 - Press release dated September 27, 2005, filed herewith.
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.
POLYONE CORPORATION
By: /s/ Michael J. Meier
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Michael J. Meier
Corporate Controller
Dated: September 27, 2005
Exhibit 99.1
POLYONE TO SELL ENGINEERED FILMS UNIT
CLEVELAND, Sept. 27 -- PolyOne Corporation (NYSE: POL), a leading global polymer
compounding and North American distribution company, has signed a letter of
intent to sell its Engineered Films business unit to an investor group
comprising members of the unit's management team along with an investor group
formed by Matrix Capital Markets.
Matrix Capital is an investment banking firm that has been retained to advise
management and arrange financing for the transaction. The new entity, yet to be
named, will consist of the operating assets and liabilities of the Engineered
Films unit.
Terms of the agreement were not disclosed. PolyOne will retain a minority
ownership interest in the new entity.
The sale is subject to the approval of the PolyOne Board of Directors,
completion of the required transaction financing, finalization of definitive
agreements and completion of due diligence. The transaction is expected to close
in the fourth quarter of 2005, subject to the foregoing conditions and other
customary closing conditions.
The Engineered Films unit is a leading provider of customized, high- performance
plastic films for use in diverse applications, including automobile and truck
interiors, flooring, wall covering and pool liners. Headquartered in Winchester,
Virginia, the unit operates manufacturing facilities there and in Lebanon,
Pennsylvania. The Engineered Films unit's revenues in 2004 were approximately
$126 million.
PolyOne announced in late 2003 that it would confine its strategic emphasis to
its Plastics Compounding, Color and Additives Masterbatch, and Distribution
businesses. These businesses have leading market positions, and most are global
in scope.
In line with this strategy, PolyOne also announced that it would divest its
Elastomers and Performance Additives, Engineered Films and Specialty Resins
businesses. As a result, the Company began reporting these business units as
discontinued operations in the fourth quarter of 2003. PolyOne sold its
Elastomers business in August 2004.
About PolyOne
PolyOne Corporation, with 2004 annual revenues of approximately $2.2 billion, is
a leading global compounding and North American distribution company with
continuing operations in thermoplastic compounds, specialty polymer
formulations, color and additive systems, and thermoplastic resin distribution.
Headquartered in northeast Ohio, PolyOne has employees at manufacturing sites in
North America, Europe, Asia and Australia, and joint ventures in North America
and South America. Information on PolyOne's products and services can be found
at http://www.polyone.com.
Forward-looking Statements
In this press release, statements that are not reported financial results or
other historical information are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward- looking
statements give current expectations or forecasts of future events and are not
guarantees of future performance. They are based on management's expectations
that involve a number of business risks and uncertainties, any of which could
cause actual results to differ materially from those expressed in or implied by
the forward-looking statements. You can identify these statements by the fact
that they do not relate strictly to historic or current facts. They use words
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe" and other words and terms of similar meaning in connection with any
discussion of future operating or financial performance. In particular, these
include statements relating to the anticipated sale of the Engineered Films
unit; future actions; prospective changes in raw material costs, product pricing
or product demand; future performance, including, without limitation, meeting
cash flow goals, receiving cash distributions from equity affiliates and
achieving working capital targets; results of current and anticipated market
conditions and market strategies; sales efforts; expenses; the outcome of
contingencies such as legal proceedings; and financial results. Factors that
could cause actual results to differ materially include, but are not limited to:
- costs or difficulties and delays related to the operation of joint
venture entities;
- lack of day-to-day operating control, including procurement of raw
materials, of equity or joint venture affiliates;
- partial control over investment decisions and dividend distribution
policy of the OxyVinyls partnership and other minority equity holdings
of PolyOne;
- the possibility of further goodwill impairment;
- a delay or inability to achieve targeted debt level reductions through
divestitures and/or other means;
- an inability or delay beyond December 31, 2005 in finding buyers of
discontinued operations or other non-core assets for reasonable and
acceptable terms;
- an inability to achieve anticipated earnings performance due to the
divestment of a non-core business; and
- an inability to complete the sale of discontinued businesses, including
the Engineered Films unit, due to problems or delays associated with
legal proceedings, regulatory approvals, buyers receiving financing for
the transaction, satisfactory completion of due diligence, finalization
of definitive agreements or any other reasons.
We cannot guarantee that any forward-looking statement will be realized,
although we believe we have been prudent in our plans and assumptions.
Achievement of future results is subject to risks, uncertainties and inaccurate
assumptions. Should known or unknown risks or uncertainties materialize, or
should underlying assumptions prove inaccurate, actual results could vary
materially from those anticipated, estimated or projected. Investors should bear
this in mind as they consider forward-looking statements.
We undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any further disclosures we make on related subjects
in our reports on Form 10-Q, 8-K and 10-K provided to the Securities and
Exchange Commission. You should understand that it is not possible to predict or
identify all risk factors. Consequently, you should not consider any list to be
a complete set of all potential risks or uncertainties. (Ref. #92705)