-----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, OrUenQ362NmYwzGTrjXtxaUpj1UIEO7Jy6GV571wi0+YwP/t7mILfXA3VdD/wjYE oZGXXRsQQfAzQAGDYSoJwg== 0001068800-02-000168.txt : 20020618 0001068800-02-000168.hdr.sgml : 20020618 20020618113606 ACCESSION NUMBER: 0001068800-02-000168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13255 FILM NUMBER: 02681213 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 8-K 1 solutiak.txt SOLUTIA INC. FORM 8-K UNITED STATES 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 Date of Report (Date of earliest event reported): JUNE 18, 2002 SOLUTIA INC. (Exact name of Registrant as specified in its charter) DELAWARE 001-13255 43-1781797 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760 (Address of principal executive offices) (Zip Code) (314) 674-1000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 18, 2002, pursuant to Rule 135c under the Securities Act of 1933, Solutia Inc. announced that it is pursuing a $250 million private placement of senior secured notes (the "Notes"). A copy of the Company's press release relating to the private placement of the Notes is filed as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Press Release, dated June 18, 2002, announcing that the Company is pursuing a private placement of $250 million of Notes 2 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 thereunto duly authorized. SOLUTIA INC., a Delaware corporation Date: June 18, 2002 By: /s/ Karen L. Knopf ---------------------------------- Name: Karen L. Knopf Title: Assistant Secretary 3 EX-99.1 3 exh99p1.txt PRESS RELEASE EXHIBIT 99.1 ------------ [Solutia letterhead] FOR IMMEDIATE RELEASE - ---------------------------------------------------------------------------- Contacts: Fixed Income Investors: Kevin Wilson - 314-674-4905 Equity Investors: Liesl Livingston - 314-674-7777 SOLUTIA INC. TO OFFER $250 MILLION OF SENIOR SECURED NOTES ST. LOUIS, Jun.18, 2002 --- Solutia Inc. (NYSE:SOI) announced today that it will pursue the issuance of $250 million of 7-year, senior secured notes due 2009. This offering is an integral step in Solutia's refinancing plan that was originally outlined in Solutia's first quarter earnings release. The notes will be issued by SOI Funding Corp., a special purpose entity, that will place the funds into escrow pending the completion of the Company's refinancing plan, now anticipated to be completed around the end of July 2002. The Company intends to use the proceeds of the offering to reduce borrowings outstanding under its revolving credit facility and to repay its 6.50% Senior Notes due October 2002. Solutia Inc. is a leading, global manufacturer and marketer of a wide variety of high-performance chemical-based materials used for a broad range of consumer and industrial applications. The Company's principal products and services include plastic films used to make laminated safety glass for automotive and architectural applications, branded resins and additives used to produce coatings and adhesives, nylon fibers used to manufacture commercial and residential carpets, and process research and development for the pharmaceutical industry. Solutia Inc. makes this statement to be consistent with the Securities and Exchange Commission's "fair disclosure" guidelines and in advance of presentations to investors. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the senior secured notes or any other securities, nor will there be any sale of the senior secured notes or any other securities in any state in which such offer, solicitation or sale would be 2 unlawful prior to registration or qualification under the securities laws of any such state. The senior secured notes will be issued in reliance on the exemption from the registration requirements provided by Rule 144A. None of the senior secured notes have been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release may contain forward-looking statements, which involve inherent risks and uncertainties. Statements that are not historical facts, including statements about Solutia Inc.'s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements is set forth in Solutia Inc.'s most recent report on Forms 10-K and 10-Q and Solutia Inc.'s other documents on file with the Securities and Exchange Commission. Solutia Inc. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. -oOo- Source: Solutia Inc. St. Louis Date 06/18/02 -----END PRIVACY-ENHANCED MESSAGE-----