Polymer Enterprises Inc. has purchased about 15 percent of outstanding shares in the company back from Titan International Inc., five years after Titan bought them in an attempt to gain control of the Greensburg-based tire and rubber product maker.
Polymer announced June 25 it had acquired 57,950 shares of stock from Titan, the same number of shares the Quincy, Ill.-based tire and wheel maker purchased from the family of Harry C. McCreary in the spring of 1998.
Mr. McCreary was the former CEO of McCreary Tire & Rubber Co., the predecessor of Indiana, Pa.-based Specialty Tires of America (STA) Inc. Polymer is the parent company of STA.
The acquisition underscores Polymer's commitment to remain a private independent company, said Donald D. Mateer III, Polymer president, CEO and chairman.
Titan, however, initiated the sale of the stock back to Polymer, said Thomas Schultz, Polymer vice president of administration and general counsel. Polymer bought the shares at a ``discount'' from what Titan paid for them in 1998, Mr. Schultz said.
Maurice Taylor Jr., Titan president and CEO, said he was interested in working with Polymer and STA leadership when he bought into the company, but after attempts to gain additional shares failed, he decided to ``bury the hatchet.''
``They have a fine company, and I thought together we could do a lot,'' Mr. Taylor said. ``We wanted to acquire 51 percent or more, but since we couldn't, it made no sense to hold onto (the stock). Why have them if we can't run things?''
Mr. Taylor's desire to gain more shares in Polymer led him to contact a group of Polymer officials, directors and shareholders in 1998 and 1999 to make offers for their stock. Polymer filed a complaint with the Pennsylvania Securities Commission (PSC) in September 1999, claiming Mr. Taylor failed to make disclosures regarding his making offers to buy stock as defined by the state's Takeover Disclosure Law.
Polymer also claimed the Titan chief executive misled the shareholders he contacted about his holdings in the company and the financial stability of the firm. Mr. Taylor, however, said Polymer officials were contacted and were well aware of what he was doing, but they chose not to respond to him.
Mr. Taylor testified at a PSC hearing held early in 2002 that he would have made the offer to other Polymer shareholders if he had their addresses. When he began contacting Polymer shareholders in May 1998, Mr. Taylor was offering $133 per share, which he said was a nearly 50-percent premium over the $90 per share the company had valued the stock at the beginning of the year, according to PSC case records.
After the hearing, the PSC finally found in favor of Polymer in a June 12 ruling. Titan was ordered to cease-and-desist from violating the state's takeover law, but no fine was levied.
Mr. Taylor said he wouldn't appeal the decision.
Mr. Schultz said the ruling and the stock sale weren't related, as Titan had contacted Polymer about selling the shares before the PSC order was handed down. But both matters being settled are the culmination of a long process for the company, he said.
``It's nice to have the shares back and have a distraction removed,'' he said. ``Perhaps the best thing was that when Titan was offering to buy, no one bit at the offers.''
Polymer's shareholders consist primarily of three family groups-including the Mateer family-with the shareholders having close connections with company officials either through family relationships or by being employees, the PSC case file said.