-----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, RVQNWnC5nypbOpi2c4fiuZEjVW604/54pRyp5k+Zv4B44aDF+IumwHZkhdckrwqf sKiz8Ki29JVwMLuKgHEHZA== 0000910484-97-000087.txt : 19970728 0000910484-97-000087.hdr.sgml : 19970728 ACCESSION NUMBER: 0000910484-97-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970710 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970725 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC /TX/ CENTRAL INDEX KEY: 0000795662 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 760185186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10059 FILM NUMBER: 97645384 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST, SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7132204200 MAIL ADDRESS: STREET 1: 1200 SMITH ST SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC /TX/ DATE OF NAME CHANGE: 19961218 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC DATE OF NAME CHANGE: 19960828 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICAL INC CENTRAL INDEX KEY: 0001014669 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 760502785 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-04343-01 FILM NUMBER: 97645385 BUSINESS ADDRESS: STREET 1: 1200 SMITH STREET STREET 2: SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136503700 MAIL ADDRESS: STREET 1: C/O STERLING GROUP INC STREET 2: EIGHT GREENWAY PLAZA, SUITE 702 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: STX CHEMICALS CORP DATE OF NAME CHANGE: 19960516 8-K 1 STERLING CHEMICALS HOLDINGS, 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): July 10, 1997 ------------------------------------ STERLING CHEMICALS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-00059 76-0185186 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)
1200 Smith Street, Suite 1900 Houston, Texas 77002-4312 (713) 650-3700 (Address of principal executive offices and zip code) (713) 650-3700 (Registrant's telephone number, including area code) ------------------------------------ STERLING CHEMICALS, INC. (Exact name of registrant as specified in its charter) Delaware 333-04343-01 76-0502785 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)
1200 Smith Street, Suite 1900 Houston, Texas 77002-4312 (713) 650-3700 (Address of principal executive offices and zip code) (713) 650-3700 (Registrant's telephone number, including area code) ------------------------------------ ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 10, 1997, Sterling Pulp Chemicals (Sask) Ltd. ("Sterling Sask"), an indirect wholly owned subsidiary of Sterling Chemicals Holdings, Inc. (the "Company"), acquired substantially all of the assets of Saskatoon Chemicals Ltd. ("Saskatoon Chemicals"), a subsidiary of Weyerhaeuser Canada Ltd. The acquired assets (the "SaskChem Business") include a manufacturing plant near Saskatoon, Saskatchewan, and were used by Saskatoon Chemicals to manufacture sodium chlorate, caustic soda, calcium hypochlorite, chlorine and hydrochloric acid. The Company intends to continue such uses. Total consideration for the acquisition consisted of approximately $69.2 million cash and the assumption of the current liabilities of the SaskChem Business, which amount was determined through negotiations between representatives of the Company and Saskatoon Chemicals. The acquisition will be accounted for under the purchase method of accounting for financial reporting purposes. The sources of financing for the cash portion of the acquisition consideration were (i) approximately $54.6 million under a new credit facility established by Sterling Sask with a group of lenders led by The Chase Manhattan Bank of Canada, (ii) approximately $7.3 million pursuant to a private placement of common stock of the Company, and (iii) approximately $7.3 million pursuant to a private placement of Units, each Unit consisting of shares of the Company's newly authorized Cumulative Redeemable Preferred Stock, Series B and Warrants to purchase shares of common stock of the Company. The acquisition of the SaskChem Business may require the filing of financial statements and pro forma financial information pursuant to Rule 11.01(a)(1) of Regulation S-X to the extent the SaskChem Business constitutes a "significant subsidiary" under Regulation S-X. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of the business acquired. The Company believes that it is impractical on the date of this filing to provide financial statements of the SaskChem Business, and the Company will file such financial statements when available but not later than 60 days after the date on which this Current Report on Form 8-K must be filed. (b) Pro forma financial information. The Company believes that it is impractical on the date of this filing to provide pro forma financial information reflecting the acquisition of the SaskChem Business, and the Company will file such financial information when available but not later than 60 days after the date on which this Current Report on Form 8-K must be filed. (c) Exhibits. None. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. STERLING CHEMICALS HOLDINGS, INC. STERLING CHEMICALS, INC. (Registrants) Date: July 25, 1997 By: /s/ JIM P. WISE -------------------------------- Jim P. Wise Vice President-Finance and Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----