SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO THE
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 COMMISSION FILE NUMBER 1-16091
POLYONE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1730488
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2403
(Address of principal executive offices) (Zip-Code)
Registrant's telephone number, including area code (216) 589-4000
Securities registered pursuant to Section 12(b) of the Act:
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Name of each
Title of each class exchange on which registered
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Common Stock, par value $.01 per share New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [x] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock, consisting solely of common
stock, held by non-affiliates of the registrant as of March 25, 2002 was
approximately $1,114.1 million. On this date, 91,166,922 shares of the
registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the following documents are incorporated by reference into the
designated parts of this Form 10-K: (1) Registrant's definitive proxy statement
to be filed with the Commission, on or about April 4, 2002, pursuant to
Regulation 14A and incorporated by reference into Part III of this Form 10-K;
and (2) Registrant's Annual Report distributed to shareholders for the fiscal
year ended December 31, 2001, incorporated by reference into Parts I and II of
this Form 10-K. With the exception of the information specifically incorporated
by reference, neither the Registrant's proxy statement nor the 2001 Annual
Report to shareholders is deemed to be filed as part of this Form 10-K.
Except as otherwise stated, the information contained in this report is given as
of December 31, 2001, the end of the Registrant's last fiscal year.
Although Exhibit 10.26b, the $200 million Five Year Credit Agreement dated
October 30, 2000, among the Company, Citicorp USA and the other banks signatory
thereto, and Exhibit 21, Subsidiaries, are being refiled herewith, the complete
text of Item 14 is included in this Form 10-K/A pursuant to Rule 12b-15 of the
Securities Exchange Act of 1934. Accordingly, Item 14 is hereby amended and
restated in its entirety as follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a)(1) and (2) and (d) - The response to these portions of Item 14 are
submitted as a separate section of this Report beginning on page F-1 of this
Report.
(a)(3) and (c) -
Exhibit Description Filed:
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3.1 Articles of Incorporation (k)
3.2 Regulations (k)
4.2 Indenture dated as of December 1, 1995 between the Company
and NBD Bank, Trustee (f)
4.3 Indenture dated November 9, 1996 between the Company and
NBD Bank, as trustee, governing the Company's Medium Term
Notes (d)
4.4 Indenture dated September 15, 1991 between the Company and
Ameritrust Company, National Association, Trustee related to
theCompany's $150,000,000 aggregate amount of 9.375% Senior
Notes due 2003 (c)
4.5 Associates Ownership Trust Agreement dated September 12, 1991
between the Company and Wachovia Bank of North Carolina (b)
10.1 + Long-Term Incentive Plan, as amended and restated (a)
10.2 + Incentive Stock Plan, as amended and restated through
August 31, 2000 (k)
10.3 + 1995 Incentive Stock Plan, as amended and restated through
August 31, 2000 (k)
10.4 + 1998 Interim Stock Award Incentive Plan, as amended and
restated through August 31, 2000 (k)
10.5 + 1999 Incentive Stock Plan, as amended and restated (k)
through August 31, 2000
10.6 + 2000 Stock Incentive Plan (j)
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10.7 + Benefit Restoration Plan (Section 415) (f)
10.8 + Benefit Restoration Plan (Section 401(a)(17)) (f)
10.9a + Senior Executive PolyOne Annual Incentive Plan (amended (k)
as of February 28, 2001 by Exhibit A [Definition of Change
of Control] to Exhibit 10.9b below)
10.9b + Strategic Improvement Incentive Plan Overview and Form of Award (l)
10.10 + Non-Employee Directors Deferred Compensation Plan effective (k)
December 9, 1993, as amended
10.11a + Form of Management Continuity Agreement (k)
10.11b + Schedule of Executives with Management Continuity Agreements (l)
10.12a U.S. $85 million Fourth Amended and Restated Trade Receivables (l)
Purchase and Sale Agreement, dated May 28, 1999 among The
Geon Company, CIESCO, L.P., Corporate Receivables
Corporation and Citicorp North America, Inc. as Agent
10.12b U.S. $85 million Third Amended and Restated Parallel Purchase (l)
Commitment date as of May 28, 1999 among The Geon
Company, the Banks Named therein and Citicorp North America,
N.A., as agent
10.12c Letter Amendment No. 4, dated as of March 14, 2001, among the (l)
Company, the Investors, the Banks, and Citicorp North America,
Inc. as agent, amending Exhibits 10.12a and 10.12b by, INTER ALIA,
increasing the Commitment thereunder to $200 million
10.12d Letter Amendment No. 5, dated as of June 22, 2001, among the (l)
Company, the Investors, the Banks, and Citicorp North America,
Inc. as agent, amending Exhibits 10.12a and 10.12b by, INTER ALIA,
increasing the Commitment thereunder to $250 million
10.13 Intentionally omitted.
10.14 Amended and Restated Instrument Guaranty dated as of
December 19, 1996 (f)
10.15 Amended and Restated Plant Services Agreement between the
Company and The B.F. Goodrich Company (f)
10.16 Amended and Restated Assumption of Liabilities and
indemnification Agreement dated March 1, 1993 and amended
and restated April 27, 1993 (f)
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10.17a Partnership Agreement, by and between 1997 Chloralkali
Venture Inc. and Olin Sunbelt, Inc. (e)
10.17b Amendment to aforesaid Partnership Agreement (Addition of
Section 5.03 of Article 5) (g)
10.17c Amendment to aforesaid Partnership Agreement (Addition of
Section 1.12) (g)
10.18 Chlorine Sales Agreement, by and between Sunbelt Chlor Alkali
Partnership and the Company (e)
10.19 Intercompany Guarantee Agreement between the Company on
the one hand and Olin Corporation and Sunbelt Chlor Alkali
Partnership on the other hand (e)
10.20 Guarantee by the Company of the Series G Sunbelt Chlor Alkali
Partnership Guaranteed Secured Senior Notes Due 2017, dated
December 22, 1997 (g)
10.21 Master Transaction Agreement dated December 22, 1998
between The Geon Company and Occidental Chemical
Company (h)
10.22 Limited Partnership Agreement of Oxy Vinyls, LP (i)
10.23 Asset Contributions Agreement - PVC Partnership (Geon) (i)
10.24 Parent Agreement (Oxy Vinyls, LP) (i)
10.25 Parent Agreement (PVC Powder Blends, LP) and Business
Opportunity Agreement (i)
10.26a Amendment, Waiver and Consent No. 4, dated as of March 28, (l)
2002, to the $200 million Five-Year Credit Agreement dated as
of October 30, 2000, among the Company, Citicorp USA, Inc.
and the other banks signatory thereto
10.26b $200 million Five Year Credit Agreement dated October *
30, 2000, among the Company, Citicorp USA and the
other banks signatory thereto, as amended and restated
as of March 28, 2002
13.1 Annual Report to Shareholders for the Year Ended December 31, 2001 (l)
13.2 Audited Financial Statements of Oxy Vinyls, LP (l)
21 Subsidiaries *
23.1 Consent of Independent Auditors - Ernst & Young LLP (l)
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23.2 Consent of Independent Auditors - Arthur Andersen LLP (l)
99.1 Letter re: Arthur Andersen LLP (l)
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+ Indicates management contract or compensatory plan, contract
or arrangement in which one or more directors or executive
officers of the Registrant may be participants
* Filed herewith
(a) Incorporated by reference to the corresponding Exhibit filed
with M.A. Hanna Company's definitive proxy statement dated
March 23, 2000, SEC File No. 1-05222.
(b) Incorporated by reference to the corresponding Exhibit filed
with M.A. Hanna Company's Form 8-K dated September 12, 1991,
SEC File No. 1-05222.
(c) Incorporated by reference to the corresponding Exhibit filed
with M.A. Hanna Company's Form S-3 dated September 18, 1991,
SEC File No. 1-05222.
(d) Incorporated by reference to the corresponding Exhibit filed
with M.A. Hanna Company's Form S-3 Registration Statement
No. 333-05763, dated June 12, 1996.
(e) Incorporated by reference to the corresponding Exhibit filed
with The Geon Company's Form 10-Q for the Quarter ended
September 30, 1996, SEC File No. 1-11804.
(f) Incorporated by reference to the corresponding Exhibit filed
with The Geon Company's Form 10-K for the Year ended
December 31, 1996, SEC File No. 1-11804.
(g) Incorporated by reference to the corresponding Exhibit filed
with The Geon Company's Form 10-K for the Year ended
December 31, 1997, SEC File No. 1-11804.
(h) Incorporated by reference to the corresponding Exhibit filed
with The Geon Company's Special Meeting Proxy Statement
dated March 30, 1999, SEC File No. 1-11804.
(i) Incorporated by reference to the corresponding Exhibit filed
with The Geon Company's Form 8-K filed on May 13, 1999, SEC
File No.1-11804.
(j) Incorporated by reference to the corresponding Exhibit filed
with Amendment No. 3 to Form S-4 Registration Statement No.
333-37344, dated July 31, 2000.
(k) Incorporated by reference to the corresponding Exhibit filed
with PolyOne Corporation's Form 10-K for the Year ended
December 31, 2000, SEC File No. 1-16091.
(l) Incorporated by reference to the corresponding Exhibit filed
with PolyOne Corporation's Form 10-K for the Year ended
December 31, 2001, SEC File No. 1-16091.
(b) Reports on Form 8-K filed in the Fourth Quarter of 2001. None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused the amendment no. 1 to this report
to be signed on its behalf by the undersigned, thereunto duly authorized on
April 12, 2002.
POLYONE CORPORATION
By: /s/ Gregory P. Smith
-----------------------------
Name: Gregory P. Smith
Title: Controller
(Duly Authorized Representative)
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PolyOne Corporation
Exhibit Index
Exhibit No. Description
10.26b $200 million Five Year Credit Agreement dated October
30, 2000, among the Company, Citicorp USA and the
other banks signatory thereto, as amended and
restated as of March 28, 2002.
21 Subsidiaries
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