-----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, RAIFWh0Q7AHG2dHB8AZuJdQTj7EKn7Yg9YnFsd0CoWlTPUg0qa2avF8iqE/unqUx yS11bihzDjEuILaARl+1Ew== 0000899243-01-501016.txt : 20020621 0000899243-01-501016.hdr.sgml : 20020621 20010723153700 ACCESSION NUMBER: 0000899243-01-501016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010706 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010723 DATE AS OF CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMFIRST INC CENTRAL INDEX KEY: 0001026601 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 640679456 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12547 FILM NUMBER: 01686114 BUSINESS ADDRESS: STREET 1: P O BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 BUSINESS PHONE: 6019487550 MAIL ADDRESS: STREET 1: P O BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 6, 2001 ------------ (Date of Earliest Event Reported) ChemFirst Inc. -------------- (Exact Name of Registrant as Specified in Its Charter) Mississippi 001-12547 64-0679456 - ------------------------- ------------------------ ------------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 700 North Street, P. O. Box 1249 Jackson, MS 39215-1249 - ---------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) (601) 948-7550 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets ChemFirst Inc.'s disposition of certain assets of two of its wholly owned subsidiaries to Albemarle Corporation is described in the ChemFirst Inc. news releases dated June 14, 2001 and July 9, 2001, attached hereto as Exhibits 99.1 and 99.2, respectively. The base selling price was determined using a multiple of projected cash flows for the sites involved, with the ultimate consideration negotiated between the respective parties. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits: 99.1 ChemFirst Inc. news release issued June 14, 2001. 99.2 ChemFirst Inc. news release issued July 9, 2001. 99.3 Pro forma financial information. SIGNATURES 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. CHEMFIRST INC. Date: July 20, 2001 By: /s/ Max P. Bowman -------------------------------------------- Max P. Bowman, Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 ChemFirst Inc. news release dated June 14, 2001. 99.2 ChemFirst Inc. news release dated July 9, 2001. 99.3 Pro forma financial information. EX-99.1 2 dex991.txt PRESS RELEASE EXHIBIT 99.1 P. O. Box 1249 - Jackson, MS 39215-1249 700 North Street - Jackson, MS 39202 601/948-7550 / fax 601/949-0228 NEWS RELEASE CONTACT: Jim McArthur FOR IMMEDIATE RELEASE Secretary & Manager, IR 601-949-0236 CHEMFIRST INC. ANNOUNCES AGREEMENT TO SELL CUSTOM AND FINE CHEMICALS BUSINESS JACKSON, MISS. (JUNE 14, 2001) -- ChemFirst Inc. (NYSE: CEM) today announced it has signed an agreement to sell its custom and fine chemicals business to Albemarle Corporation (NYSE: ALB) in an all cash transaction. The selling price is $74 million plus an adjustment for working capital at the time of closing, currently estimated at $9 million. Assets included in the transaction are the Company's cGMP pilot plant at Dayton, OH and its plant site at Tyrone, PA. The Company's pharmaceutical contract research and development business and fine chemicals product lines, including FirstCure(R) performance polymer products, are also included in the sale. Contract R&D and fine chemicals manufacturing at Pascagoula, MS will be discontinued and transferred to one of the sites being acquired by Albemarle. The Company will write-off its $27 million fine chemicals investment at Pascagoula. The sale is anticipated to close during the third calendar quarter, subject to timely receipt of regulatory approval, board approvals and completion of ancillary documents. After tax proceeds from the sale would be approximately $72 million including the working capital adjustment. The agreement also provides for potential additional payments, not expected to exceed $10 million, contingent upon the profit contribution from a specific toll-manufactured product from 2002 through 2004. ChemFirst will recognize an after tax loss on the sale and write-off of approximately $18 million in second quarter operating results. Proceeds of the sale will be used to pay down debt, repurchase stock and for general corporate purposes. "This is another step in our strategy of increasing shareholder value by concentrating our resources on materials and chemicals for the semiconductor industry and on polyurethane chemicals," said J. Kelley Williams, chairman and chief executive officer of ChemFirst. "The products and assets we are selling are not critical to our long-term goals, but are an excellent fit in Albemarle's portfolio of polymer and fine chemicals. We expect an orderly transition without disruption in delivery of products or services to our customers." ChemFirst produces chemicals for semiconductor and polyurethane applications and intermediate chemicals for a variety of applications. Additional information about the company is available on ChemFirst's web site located at http://www.chemfirst.com. Albemarle is a global supplier of chemicals and chemical intermediates. Additional information on Albemarle is available at their website at http://www.albemarle.com. EX-99.2 3 dex992.txt PRESS RELEASE EXHIBIT 99.2 CONTACT: Jim McArthur FOR IMMEDIATE RELEASE Secretary, Manager, Investor Relations 601-948-7550 CHEMFIRST INC. ANNOUNCES CLOSING OF CUSTOM AND FINE CHEMICALS SALE JACKSON, MISS. (JULY 9, 2001) -- ChemFirst Inc. (NYSE: CEM) today affirmed that it has closed the previously announced sale of its custom and fine chemicals business to Albemarle Corporation (NYSE: ALB) for $74 million plus working capital adjustments. There were no material changes in the transaction as initially reported on June 14. "The sale of our custom and fine chemicals business will help us increase emphasis on materials and chemicals for the semiconductor industry, while Albemarle will add complimentary products and services to their chemicals portfolio," said J. Kelley Williams, ChemFirst chairman and CEO. "We think the sale benefits both companies." EX-99.3 4 dex993.txt PRO FORMA FINANCIAL INFORMATION EXHIBIT 99.3 PRO FORMA FINANCIAL INFORMATION Effective June 30, 2001, ChemFirst Inc. sold its custom and fine chemicals business to Albemarle Corporation in an all cash transaction valued at $78,850,000, subject to working capital adjustments. The pro forma condensed financial statements of ChemFirst Inc. reflecting the disposition and exiting of fine chemical operations are shown below. The pro forma condensed balance sheet of ChemFirst Inc. as of March 31, 2001, is presented as if the transaction had occurred on March 31, 2001. The pro forma condensed consolidated statement of operations of ChemFirst Inc. for the year ended December 31, 2001 and the three months ended March 31,2001 have been presented as if the transaction occurred on January 1, 2000 and January 1, 2001, respectively. ChemFirst Inc. Pro Forma Consolidated Balance Sheets (Unaudited) (In Thousands of Dollars)
Historical Adjusted March 31, Pro forma March 31, 2001 adjustments 2001 ----------------- ------------------- --------------- Assets: Current assets Cash and cash equivalents $ 6,144 (1) 83,033 48,177 (2) (41,000) Accounts receivable 52,136 (3) (13,064) 39,072 Inventories 87,928 (3) (32,840) 55,088 Other current assets 10,271 (3) (3,903) 6,368 -------- -------- -------- Total current assets 156,479 (7,774) 148,705 -------- -------- -------- Investments and other assets 17,811 (3) (2,269) 15,542 Property, plant and equipment, net 214,537 (3) (61,445) 153,092 -------- -------- -------- Total assets $388,827 (71,488) 317,339 ======== ======== ======== Liabilities and Stockholders' Equity: Current liabilities Payables $ 35,598 (3) (5,584) 30,014 Accrued expenses and other current liabilities 15,998 (3) (2,627) 18,585 (4) 5,214 -------- -------- -------- Total current liabilities 51,596 (2,997) 48,599 -------- -------- -------- Long-term debt 45,556 (2) (41,000) 4,556 Other long-term liabilities 52,477 52,477 Stockholders' equity 239,198 (5) (27,491) 211,707 -------- -------- -------- $388,827 (71,488) 317,339 ======== ======== ========
Notes: - --------------------------------------------------------- (1) Cash proceeds from the sale. (2) To reflect use of proceeds to retire senior debt and outstanding indebtedness under bank credit facility. (3) To remove historic carrying value of the custom and fine chemicals business. (4) Accruals related to transaction for severance, site closure, prepayment of debt penalty, waste disposal, legal costs and other items. (5) The disposition of the custom and fine chemicals business will result in a pretax loss of $27,491 (net loss of $17,319), reflecting net cash proceeds of $83,033, as described in note (1) above, less the carrying value of the custom and fine chemicals net assets of $105,310 as reflected in note (3) and accrued expenses of $5,214 in note (4). ChemFirst Inc. Pro Forma Consolidated Statements of Operations (Unaudited) Fiscal year ended December 31, 2000 and three months ended March 31, 2001
Historical Pro forma Historical 3 Months 3 Months Year Ended Pro forma Ended Ended December 31, Pro forma December 31, March 31, Pro forma March 31, 2000 adjustments 2000 2001 adjustments 2001 ------------ ----------- ----------- ---------- ----------- ---------- Sales $383,879 (1) (70,352) 313,527 91,674 (1) (17,018) 74,656 Cost of sales 288,202 (1) (60,103) 228,099 69,564 (1) (13,610) 55,954 -------- ------- ------- ------ ------- ------- Gross margin 95,677 (10,249) 85,428 22,110 (3,408) 18,702 General, selling and administrative expenses 58,599 (1) (12,433) 46,166 14,643 (1) (1,912) 12,731 Other operating income (expense), net 1,560 (1) (152) 1,408 2,600 (1) 62 2,538 Loss on disposal and costs to exit fine chemicals business - (2) (33,840) (33,840) - (2) (29,283) (29,283) -------- ------- ------- ------ ------- ------- Operating earnings (loss) 38,638 (31,808) 6,830 10,067 (30,841) (20,774) Interest income 438 - 438 50 - 50 Interest expense 2,766 (3) (1,986) 780 839 (3) (645) 194 Other income (expense), net (143) - (143) (39) - (39) -------- ------- ------- ------ ------- ------- Earnings (loss) from continuing operations before income taxes (benefit) 36,167 (29,822) 6,345 9,239 (30,196) (20,957) Income tax expense (benefit) 13,563 (3) 735 3,424 3,464 (3) 239 (7,488) (1) 1,647 (1) (356) (2) (12,521) (2) (10,835) -------- ------- ------- ------ ------- ------- Earnings (loss) from continuing operations $ 22,604 (19,683) 2,921 5,775 (19,244) (13,469) ======== ======= ======= ====== ======= ======= Earnings (loss) from continuing operations per common share, assuming dilution $ 1.43 0.18 0.40 (0.94) ======== ======= ====== ======= Average shares outstanding, assuming dilution 15,796 15,796 14,359 14,359
Notes: - ------ (1) To remove historic operating results of custom and fine chemicals business. (2) To record pretax loss on disposal and tax effect related to sale and exiting custom and fine chemicals business as if transaction occurred at beginning of each pro forma adjusted period. (3) To remove interest expense for fiscal year 2000 and the three months ended March 31, 2001, respectively, related to retired indebtedness and increase tax provision at 37%. -----END PRIVACY-ENHANCED MESSAGE-----