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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
682129 10 1 |
Page | 2 |
of | 6 |
1 | NAMES OF REPORTING PERSONS: OMNOVA Solutions Retirement Savings Plan |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
34-1897652 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Ohio | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | None | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,140,126 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | None | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,140,126 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
EP |
13G Page 3 of 6 |
CUSIP No. 682129 10 1 |
(a) | Name of Issuer: OMNOVA Solutions Inc. |
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(b) | Address of Issuers Principal Executive Offices: 175 Ghent Road Fairlawn, Ohio 44333-3300 |
(a) | Name of Person Filing: OMNOVA Solutions Retirement Savings Plan |
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(b) | Address of Principal Business Office or, if none, Residence: 175 Ghent Road Fairlawn, Ohio 44333-3300 |
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(c) | Citizenship: Ohio |
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(d) | Title of Class of Securities: Common Stock, $.10 par value |
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(e) | CUSIP Number: 682129 10 1 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) X | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
13G Page 4 of 6 |
CUSIP No. 682129 10 1 |
(g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h) | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: 2,140,126 |
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(b) | Percent of class: 5.2% |
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(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
None | |||
(ii) | Shared power to vote or to direct the vote: | ||
2,140,126(1) | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
None | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
None(2) |
Item 5. | Ownership of Five Percent or Less of a Class. |
13G Page 5 of 6 |
CUSIP No. 682129 10 1 |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
13G Page 6 of 6 |
CUSIP No. 682129 10 1 |
Date: February 9, 2006 | ||||
By: | /s/ Kristine C. Syrvalin | |||
Name: Kristine C. Syrvalin | ||||
Title: | Secretary of OMNOVA Solutions Inc. on behalf of the OMNOVA Solutions Retirement Savings Plan |
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(1) | Pursuant to the Plan, each Plan participant with an account balance in the OMNOVA Stock Fund has the right to direct the vote of shares of OMNOVA common stock held by the Trustee for the participants account at any meeting of the shareholders of OMNOVA Solutions. Shares for which the Trustee does not receive voting instructions from the participants are voted in accordance with instructions received from the OMNOVA Solutions Benefits Management Committee. National City Bank, Cleveland, Ohio, acts as Trustee of the Plan. | |
(2) | Pursuant to the Plan, each Plan participant, in his or her sole discretion, may make contributions to one or more investment funds, including the OMNOVA Stock Fund. Matching contributions, if any, are made exclusively to the OMNOVA Stock Fund. Under certain circumstances, a participant may elect a distribution of the value of his or her account in the Plan, including that portion of his or her account invested in the OMNOVA Stock Fund. Distributions from the OMNOVA Stock Fund will be made in whole shares of OMNOVA common stock, unless the participant elects to receive the value in cash. Each participant also has the right, in his or her sole discretion, to elect to transfer funds out of the OMNOVA Stock Fund and into another investment fund under the Plan. Such distribution or transfer elections by the participants may have the effect of requiring the Trustee of the Plan to dispose of shares of OMNOVA Solutions common stock. |