0001445064-12-000136.txt : 20120702 0001445064-12-000136.hdr.sgml : 20120702 20120702142622 ACCESSION NUMBER: 0001445064-12-000136 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120702 FILED AS OF DATE: 20120702 DATE AS OF CHANGE: 20120702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QUINN JEFFRY N CENTRAL INDEX KEY: 0001174279 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13255 FILM NUMBER: 12939863 MAIL ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: 3-N CITY: ST. LOUIS STATE: MO ZIP: 63141 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-07-02 1 0001043382 SOLUTIA INC SOA 0001174279 QUINN JEFFRY N 575 MARYVILLE CENTRE DRIVE ST. LOUIS MO 63141 1 1 0 0 President, CEO & Chairman Common Stock 2012-07-02 4 D 0 299550 D 0 D Common Stock 2012-07-02 4 D 0 124927 D 0 I By Jeffry N. Quinn Trust Common Stock 2012-07-02 4 D 0 138791 D 0 I By Jennifer S. Quinn Trust Performance Based Restricted Stock 2012-07-02 4 D 0 45178 D Common Stock 45178 0 D Performance Based Restricted Stock 2012-07-02 4 D 0 51844 D Common Stock 51844 0 D Performance Based Restricted Stock 2012-07-02 4 D 0 23504 D Common Stock 23504 0 D Performance Based Restricted Stock 2012-07-02 4 D 0 29915 D Common Stock 29915 0 D Stock Option (Right-to-Buy) 17.33 2012-07-02 4 D 0 500000 D 2018-02-28 Common Stock 500000 0 D Stock Option (Right-to-Buy) 16.95 2012-07-02 4 D 0 190302 D 2020-04-21 Common Stock 190302 0 D Stock Option (Right-to-Buy) 23.13 2012-07-02 4 D 0 141031 D 2021-02-23 Common Stock 141031 0 D Phantom Stock 2012-07-02 4 D 0 78342 D Common Stock 78342 0 D Common Stock Warrant Right (right to buy) 29.70 2012-07-02 4 D 0 858 D 2008-02-28 2013-02-27 Common Stock 858 858 I By Jeffry N. Quinn Trust Common Stock Warrant Right (right to buy) 29.70 2012-07-02 4 D 0 858 D 2008-02-28 2013-02-27 Common Stock 858 858 I By Jennifer S. Quinn Trust Pursuant to the Agreement and Plan of Merger, dated as of January 26, 2012 (the "Merger Agreement"), by and among Solutia Inc. ("Solutia"), Eastman Chemical Company ("Eastman"), and Eagle Merger Sub Corporation ("Merger Sub"), Solutia merged with and into Merger Sub (the "Merger"). Upon the effective time of the Merger, each share of Solutia common stock was cancelled and exchanged for (i) $22.00 in cash, without interest, and (ii) 0.120 shares of Eastman common stock (the "Merger Consideration"). Pursuant to the Merger Agreement, the restrictions on each performance based restricted share lapsed based on no greater than the performance results for the applicable performance period pursuant to the restricted stock award agreement, at the effective time of the Merger, entitling the holder to receive, for each such performance based restricted share in which the restrictions lapsed, the Merger Consideration. The performance based restricted shares are measured half against relative total shareholder return and half against relative return on capital, each compared to the peer group at the effective time of the Merger for the applicable performance periods. Pursuant to the Merger Agreement, each option to acquire shares of Solutia common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive, in cash, the amount by which the cash value of the Merger Consideration (using the five-day average trading price of Eastman common stock ending on (and including) the trading day that is two trading days prior to the Merger) exceeds the exercise price for such option. Each share of phantom stock was the economic equivalent of one share of Solutia common stock at the effective time of the Merger. Each share of phantom stock was converted to a cash amount equal to the final trading price of one share of Solutia common stock immediately prior to the closing of the Merger. The cash amount the Reporting Person will receive will be prorated based on the number of days the Reporting Person was employed by Solutia in 2012. Pursuant to the Merger Agreement, each warrant issued pursuant to the Warrant Agreement dated February 28, 2008, between Solutia and the Rights Agent outstanding as of the effective time of the Merger was assumed by Eastman and converted into a warrant of Eastman to acquire upon exercise, on the same terms and conditions as were applicable immediately prior to the Effective Time, the per share Merger Consideration. /s/Miriam Rogers Singer, Attorney-in-Fact, Solutia Inc. 2012-07-02