-----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, RFDz9RsgDKYXMWk9tFNixgBA9+LA2z8GWAcP9S/MtHBkQ671bXen+Yer6pQnP9+5 Hgc5FfTcewhwz0OaW7LL7A== 0001068800-06-000551.txt : 20060630 0001068800-06-000551.hdr.sgml : 20060630 20060630080021 ACCESSION NUMBER: 0001068800-06-000551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060630 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: 06935600 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 sol0630.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): JUNE 30, 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 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT On June 30, 2006 a redemption notice and certificate (the "Notice") was delivered to the holders of the EUR 200,000,000 10.00% Senior Secured Notes due 2008 (the "Euro Notes") of Solutia Europe S.A./N.V. ("SESA"), a wholly-owned subsidiary of Solutia Inc. (the "Company"), in accordance with the terms and conditions of the Euro Notes. The Notice was also published in the Financial Times (UK) and on the website of the Luxembourg Stock Exchange. Delivery of the Notice obligates SESA to redeem the Euro Notes on August 1, 2006 at a 3% premium for a total aggregate redemption payment of EUR 206,000,000, as provided in the Euro Notes. A copy of the Notice is attached hereto as Exhibit 99.1. ITEM 7.01. REGULATION FD DISCLOSURE On June 30, 2006 the Company issued a press release announcing that it has received a fully underwritten commitment to refinance all of its EUR 200,000,000 10.00% Senior Secured Notes due 2008. A copy of the press release is attached hereto as Exhibit 99.2. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibits are included with this report: Exhibit Number Description - ------ ----------- 99.1 Redemption notice with respect to Solutia Europe S.A./N.V.'s EUR 200,000,000 10.00% Senior Secured Notes due 2008 99.2 June 30, 2006 press release announcing the receipt by Solutia Europe S.A./N.V. of a fully underwritten commitment to refinance all of its EUR 200,000,000 10.00% Senior Secured Notes due 2008 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: JUNE 30, 2006 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Redemption notice with respect to Solutia Europe S.A./N.V.'s EUR 200,000,000 10.00% Senior Secured Notes due 2008 99.2 June 30, 2006 press release announcing the receipt by Solutia Europe S.A./N.V. of a fully underwritten commitment to refinance all of its EUR 200,000,000 10.00% Senior Secured Notes due 2008 EX-99.1 2 ex99p1.txt Exhibit 99.1 THIS NOTICE IS NOT GIVEN TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE GIVING OF THE NOTICE WOULD NOT BE IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION. UNDER NO CIRCUMSTANCES SHALL THIS NOTICE CONSTITUTE AN OFFER TO SELL, OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES IN THE GRAND DUCHY OF LUXEMBOURG SOLUTIA EUROPE SA/NV COMPANY LIMITED BY SHARES COMPANY WHICH MAKES OR HAS MADE APPEAL TO PUBLIC FUNDING BOONDAELSESTEENWEG 6 1050 BRUSSELS LER NUMBER 0460.474.440 VAT NUMBER 460.474.440 COURT OF COMMERCE OF BRUSSELS NOTICE OF REDEMPTION TO THE HOLDERS OF EUR 200,000,000 10.00 PER CENT NOTES DUE 2008 (ISIN CODE BE0116958738) - -------------------------------------------------------------------------------- NOTICE IS HEREBY GIVEN THAT, pursuant to Section 5(a)(ii) of the Terms and Conditions of Notes dated as of February 11, 2004 (the Terms and Conditions of Notes, as amended, modified or supplemented from time to time, including all exhibits and schedules thereto, the "Terms and Conditions of Notes") ----------------------------- annexed as an exhibit to and incorporated by reference in the EUR 200,000,000 10.00 per cent Notes due 2008 ISIN Code BE0116958738 (such Notes, as amended, modified, supplemented or replaced from time to time, including all exhibits and schedules thereto, the "Notes") issued by Solutia ----- Europe SA/NV (the "Company"), the Company has elected to redeem the entire ------- outstanding principal amount of its Notes. The particulars of the redemption are as set forth below: 1. The Company has elected to redeem all of the Notes pursuant to Section 5(a)(ii) of the Terms and Conditions of Notes; 2. The redemption date shall be August 1, 2006; 3. The redemption price for the Notes shall be 103.00% of the principal amount of the Notes together with interest accrued (if any) on the principal amount and arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, and any Additional Amounts payable under the Notes, in accordance with the provisions of Section 5(a)(ii) of the Terms and Conditions of Notes; 4. The principal amount of Notes to be redeemed shall be EUR 200,000,000; 5. The fiscal agent (the "Fiscal Agent") is Kredietbank S.A. Luxembourgeoise and the address of the Fiscal Agent is 43 boulevard Royal, L-2955 Luxembourg; 6. The Notes called for redemption must be surrendered to the Fiscal Agent to collect the redemption price, which in turn will deliver the Notes to the Principal Paying Agent. To the extent the Notes are represented by a global note held in the X/N System of the National Bank of Belgium, the redemption price will be paid through the clearing system of the National Bank of Belgium and the global note will be automatically surrendered; and 7. Unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date. Dated: June 30, 2006 By: Solutia Europe SA/NV Name: Veerle Hendrickx Title: Managing director, proxyholder 1 SOLUTIA EUROPE SA/NV COMPANY LIMITED BY SHARES COMPANY WHICH MAKES OR HAS MADE APPEAL TO PUBLIC FUNDING BOONDAELSESTEENWEG 6 1050 BRUSSELS LER NUMBER 0460.474.440 VAT NUMBER 460.474.440 COURT OF COMMERCE OF BRUSSELS (THE "COMPANY") OFFICER'S CERTIFICATE AS TO REDEMPTION OF THE NOTES This certificate is made and delivered pursuant to Section 5(a)(iii)(1) of the Terms and Conditions of Notes dated as of February 11, 2004 (the Terms and Conditions of Notes, as amended, modified or supplemented from time to time, including all exhibits and schedules thereto, the "Terms and Conditions of Notes") annexed as an exhibit to and ----------------------------- incorporated by reference in the EUR 200,000,000 10.00 per cent Notes due 2008 ISIN Code BE0116958738 (such Notes, as amended, modified, supplemented or replaced from time to time, including all exhibits and schedules thereto, the "Notes") issued by the Company. Capitalized terms used herein and not ----- otherwise defined shall have the meanings given such terms in the Terms and Conditions of Notes. The undersigned hereby certifies that: 1. The Company has elected to redeem the Notes pursuant to the optional redemption provisions of Section 5(a)(ii) of the Terms and Conditions of Notes. 2. The redemption date of the Notes shall be August 1, 2006. 3. The principal amount of the Notes to be redeemed shall be EUR 200,000,000. 4. The redemption price for the Notes shall be 103.00% of the principal amount of the Notes together with interest accrued (if any) on the principal amount and arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, and any Additional Amounts payable under the Notes, in accordance with the provisions of Section 5(a)(ii) of the Terms and Conditions of Notes. 5. The Company has delivered this certificate to the Fiscal Agent, the Collateral Agent and the Noteholders at least 30 days but not more than 60 days before the redemption date. IN WITNESS WHEREOF, the undersigned has executed this certificate as of June 26, 2006 in such person's capacity as an officer of the Company and not in such person's individual capacity. /s/ Veerle Hendrickx --------------------------------- Veerle Hendrickx Managing director and proxyholder Solutia Europe SA/NV 2 EX-99.2 3 ex99p2.txt Exhibit 99.2 [SOLUTIA logo] News SOLUTIA INC. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 - -------------------------------------------------------------------------------- MEDIA: Dan Jenkins (314) 674-8552 INVESTORS: Tim Spihlman (314) 674-5206 SOLUTIA RECEIVES FULLY UNDERWRITTEN COMMITMENT TO REFINANCE EURO NOTES New Loan to Provide Significant Interest Savings and Flexibility for Asset Divestitures ST. LOUIS - JUNE 30, 2006 -- Solutia Inc. (OTCBB: SOLUQ), a leading manufacturer and provider of interlayers for laminated glass, aftermarket window films, specialty chemicals and an integrated family of nylon products, today announced that its subsidiary, Solutia Europe SA/NV ("SESA"), has received a fully underwritten commitment from Citigroup Global Markets Limited for a (euro)200 million loan maturing in 2011 to refinance its (euro)200 million of 10% Euro Notes due in 2008. The new loan is priced at EURIBOR plus 2.75%, which is currently about 6%. SESA anticipates closing the transaction on August 1. Under the terms of the new loan, Solutia will also be able to complete the previously announced sale of its Pharmaceutical Services business, which the company expects to occur in August. "This new financing brings significant benefits to Solutia, and demonstrates the continued confidence the financial markets have in the company," said Jim Sullivan, senior vice president and chief financial officer, Solutia Inc. "We project this new financing will result in significant interest savings for Solutia. In addition, it allows us greater flexibility to divest non-core assets, such as our Pharmaceutical Services business." # # # FORWARD LOOKING STATEMENT This press release contains forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by the forward looking statements. Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things: (i) the ability of Solutia to develop, prosecute, confirm and consummate one or more Chapter 11 plans of reorganization; (ii) the potential adverse impact of the Chapter 11 filing on Solutia's operations, management and employees, and the risks associated with operating businesses under Chapter 11 protection; (iii) the ability of Solutia to comply with the terms of the DIP financing facility; (iv) world economic conditions, competitive pressures, gain or loss of significant customers, labor relations and disruption of operations, raw material and energy costs, currency and interest rate fluctuations, success in implementing pricing actions and managing spending, operating rates, cost of debt, environmental compliance and remediation and other factors; (v) customer response to the Chapter 11 filing; and (vi) the risk factors or uncertainties listed from time to time in Solutia's filings with the Securities and Exchange Commission and with the U.S. Bankruptcy Court in connection with the Company's Chapter 11 filing. Other factors and assumptions not identified above are also relevant to the forward-looking statements, and if they prove incorrect, could also cause actual results to differ materially from those projected. 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 6/30/06 2 -----END PRIVACY-ENHANCED MESSAGE-----