-----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, N3s0a3HCliFNw44YNK5wyPQyPdgDLGMCgibe7iWtKc6lJIT9T44ikQSILJ21S8Sh zYq5DWOSkILl6Fit2N4tug== 0001068800-06-000178.txt : 20060306 0001068800-06-000178.hdr.sgml : 20060306 20060306170910 ACCESSION NUMBER: 0001068800-06-000178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060306 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060306 DATE AS OF CHANGE: 20060306 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: 06667922 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 sol8k.txt 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): MARCH 6, 2006 (MARCH 1, 2006) SOLUTIA INC. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE -------- (STATE OF INCORPORATION) 001-13255 43-1781797 --------- ---------- (COMMISSION (IRS EMPLOYER FILE NUMBER) IDENTIFICATION NO.) 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT As previously reported, on December 17, 2003 Solutia Inc. ("Solutia") and its 14 U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern District of New York (the "Court"). The cases were consolidated for the purpose of joint administration and were assigned case number 03-17949 (PCB). Solutia's subsidiaries outside the United States were not included in the Chapter 11 filing. On December 21, 2005, Solutia announced that it had received Bankruptcy Court approval of Solutia's entry into a Stock Purchase Agreement, dated as of November 23, 2005 (the "Purchase Agreement"), by and between Solutia, Vitro S.A. de C.V., a corporation organized under the laws of Mexico ("Vitro"), and Vitro Plan S.A. de C.V., a corporation organized under the laws of Mexico and an affiliate of Vitro ("Vitro Plan"). The acquisition pursuant to the Purchase Agreement was completed on March 1, 2006 (the "Closing"). Pursuant to the Purchase Agreement, Solutia acquired Vitro Plan's 51% ownership interest (the "Purchased Interest") in Quimica M, S.A. de C.V. ("Quimica"), Solutia's joint venture with Vitro Plan in the production of polyvinyl butyral interlayer material ("PVB Sheet"). The acquisition makes Solutia the sole owner of Quimica. The purchase price for the Purchased Interest was approximately $20 million. In connection with the Closing, Solutia also entered into a Land Purchase Agreement with Vitro's affiliate Vidrio Plano, S.A. de C.V. (the "Land Purchase Agreement"), and Quimica entered into supply agreements for PVB Sheet (the "Supply Agreements") with certain affiliates of Vitro. The Land Purchase Agreement provides for the acquisition by Quimica of certain land and water rights adjacent to the Quimica facility in Puebla, Mexico from Vidrio Plano, S.A de C.V. for a purchase price of $400,000. The Supply Agreements are between Quimica and, respectively, Vitro Automotriz, S.A. de C.V. and Vitro Flex, S.A. de C.V. The description of the Purchase Agreement contained herein sets forth a brief summary of certain terms of the Purchase Agreement that may be material to Solutia. However, the description does not purport to be complete and is qualified in its entirety by reference to the specific terms of the Purchase Agreement, a copy of which was attached as Exhibit 10.1 to Solutia's Form 8-K filed on December 21, 2005. ITEM 7.01 REGULATION FD DISCLOSURE On March 2, 2006, Solutia issued a press release announcing the completion of its acquisition of Quimica pursuant to the Purchase Agreement. The press release is attached as Exhibit 99.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit Number Description - -------------- ----------- 99.1 March 2, 2006 Press Release announcing the completion of Solutia's acquisition of interests in Quimica M, S.A. de C.V. 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. ------------------------------------------ (Registrant) /s/ Rosemary L. Klein --------------------- Senior Vice President, General Counsel and Secretary DATE: MARCH 6, 2006 EX-99.1 CHARTER 2 ex99p1.txt Exhibit 99.1 [Solutia logo] NEWS SOLUTIA INC. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 FOR IMMEDIATE RELEASE - ---------------------------------------------------------------------------- MEDIA: Dan Jenkins (314) 674-8552 INVESTORS: Tim Spihlman (314) 674-5206 SOLUTIA COMPLETES BUY OUT OF MEXICAN JOINT VENTURE PARTNER SOLE OWNERSHIP OF PUEBLA PLANT WILL HELP MEET INCREASING GLOBAL DEMAND FOR SOLUTIA PVB INTERLAYERS USED IN AUTOMOTIVE AND ARCHITECTURAL APPLICATIONS ST. LOUIS AND PUEBLA, MEXICO - MARCH 2, 2006 - Solutia Inc. (OTCBB: SOLUQ), the world leader in the production and sale of polyvinyl butyral (PVB) interlayers, today announced it has completed its purchase of Vitro Plan, S.A. de C.V.'s 51 percent stake in Vitro Plan's joint venture with Solutia, known as Quimica M, S.A. de C.V. As a result, Solutia is now the sole owner of Quimica M. Additionally, Solutia and certain affiliates of Vitro Plan have entered into agreements under which Solutia will supply those Vitro Plan affiliates with their requirements for Saflex(R) and Vanceva(R) PVB interlayer products. Both the purchase and supply agreements became effective March 1. With its buyout of Vitro Plan, Solutia is the sole owner and operator of the Quimica M PVB interlayer plant in Puebla, Mexico. These interlayers are used by major glass producers such as Vitro to make laminated glass for use in automobiles and buildings. "This acquisition reflects our commitment to meet the growing global demand for our Saflex and Vanceva PVB interlayers. The Puebla plant will now make PVB interlayers not only for Vitro Plan and other valued Mexican customers, but also for our customers around the world," said Luc De Temmerman, president of Solutia's Performance Products Division. "The Puebla plant produces world-class products from a very competitive cost position. Therefore, we have plans to invest in new capacity as well as additional capabilities, which will enable us to begin manufacturing new products that are on the leading edge of technological development." Jeffry N. Quinn, chairman, president and CEO, added, "We are relying on our Laminated Glazing Interlayers (LGI) business to generate significant profitable revenue growth for Solutia, both now and well into the future. This acquisition, in combination with the new PVB interlayer plant we are building in Suzhou, China, demonstrates our ongoing commitment to realizing this potential." The Puebla plant operates state-of-the-art PVB interlayer manufacturing lines using the same Solutia technology used at other Solutia production sites. In addition to the Puebla plant, Solutia's LGI business manufactures PVB interlayers at Ghent, Belgium; Sao Jose Dos Campos, Brazil; Springfield, Mass., USA; and Trenton, Mich., USA. It also has a PVB finishing center, distribution center and regional customer service center in Singapore. The company's newest PVB interlayer plant, being constructed in Suzhou, China, is scheduled to begin production in mid 2007. In addition to being the world's largest producer and seller of PVB interlayers, Solutia is the global leader in PVB innovation, quality and reliability. When laminated between layers of glass, PVB interlayers greatly enhance the performance characteristics of glass, providing benefits such as 2 security, solar protection, sound attenuation, safety and style. Laminated glass made with Saflex PVB is used in applications for automobiles and buildings. In addition to Saflex, Solutia manufactures Vanceva high-performance interlayers, providing customers the world's most innovative portfolio of laminated glass interlayers. For more information about Solutia's LGI products, visit: http://www.solutiaautomotive.com, http://www.saflex.com and http://www.vanceva.com. # # # NOTES TO EDITOR: o Saflex and Vanceva are registered trademarks of Solutia Inc. o Interviews are available with Luc De Temmerman, president of Solutia's Performance Products Division, by contacting Dan Jenkins at (314) 674-8552. FORWARD LOOKING STATEMENTS This press release may contain forward-looking statements, which can be identified by the use of words such as "believes," "expects," "may," "will," "intends," "plans," "estimates" or "anticipates," or other comparable terminology, or by discussions of strategy, plans or intentions. These statements are based on management's current expectations and assumptions about the industries in which Solutia operates. Forward-looking statements are not guarantees of future performance and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Solutia's most recent Annual Report on Form 10-K, under "Cautionary Statement About Forward-Looking Statements," Solutia's quarterly reports on Form 10-Q, and in filings with the U.S. Bankruptcy Court in connection with the Chapter 11 case of Solutia Inc. and 14 of its U.S. subsidiaries. These reports and filings can be accessed through the "Reorganization" and "Investors" sections of Solutia's website at www.solutia.com. Solutia disclaims any intent or obligation to update or revise any forward-looking statements in response to new information, unforeseen events, changed circumstances or any other occurrence. CORPORATE PROFILE Solutia (http://www.Solutia.com) uses world-class skills in applied chemistry to create value-added solutions for customers, whose products improve the lives of consumers every day. Solutia is a world leader in performance films for laminated safety glass and after-market applications; process development and scale-up services for pharmaceutical fine chemicals; specialties such as water treatment chemicals, heat transfer fluids and aviation hydraulic fluid and an integrated family of nylon products including high-performance polymers and fibers. Solutia ... Solutions for a Better Life. SOURCE: SOLUTIA INC. ST. LOUIS AND PUEBLA, MEXICO 3/2/06 3 -----END PRIVACY-ENHANCED MESSAGE-----