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)
November 25, 2008

Wellman, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10033	04-1671740
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1041 521 Corporate Center Drive
Fort Mill, South Carolina	29707
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (803) 835-2000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1 WELLMAN, INC.S UNAUDITED MONTHLY OPERATING STATEMENTS FOR THE MONTH ENDED SEPTEMBER 30, 2008

Item 2.02. -Results of Operations and Financial Condition.

     The information set forth in Item 7.01 below is incorporated by reference in this Item 2.02 as if fully set forth herein.

Item 7.01. Regulation FD Disclosure.

     Wellman, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) file its unaudited consolidated Monthly Operating Statements for the month ended September 30, 2008 (the “Monthly Operating Statements”), with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Wellman, Inc., et al., Case No. 08-10595 (SMB). Exhibits 99.1 to this Current Report on Form 8-K contain the unaudited consolidated Monthly Operating Statements as filed with the United States Bankruptcy Court.

     The Monthly Operating Statements are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. The financial information in the Monthly Operating Statements is in a format required by the U.S. Bankruptcy Court and the Company’s Debtor-in-Possession credit agreement, is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Therefore, the Monthly Operating Statements may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. The Company cautions readers not to place undue reliance upon the Monthly Operating Statements. There can be no assurance that such information is complete and the Monthly Operating Statements may be subject to revision. The Monthly Operating Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

     These Monthly Operating Statements have been derived from the books and records of the Company. They, however, have not been subjected to procedures that would typically be applied to financial information presented in accordance with GAAP and, upon the application of such procedures, the Company believes that they could be subject to changes, and these changes could be material. The information furnished in the Monthly Operating Statements includes certain normal recurring adjustments but may not include all of the adjustments that would typically be made for quarterly financial statements in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

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     Access to documents filed with the U.S. Bankruptcy Court and other general information about the Chapter 11 cases is available at www.kccllc.net/wellman. The content of the foregoing website is not a part of this Report.

Limitation on Incorporation by Reference

     The Monthly Operating Statements are being furnished for information purposes only and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”). Registration statements or other documents filed with the SEC shall not incorporate the Monthly Operating Statements or any other information set forth in this Report by reference, except as otherwise expressly stated in such filing. This Report will not be deemed an admission to the materiality of any information that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

     In addition to historical information, this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “believe,” “intend”, “expect,” “anticipate,” “plan,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These Statements are made as of the date of this Report based upon current expectations, and we undertake no obligation to update this information, whether as a result of new information, future developments or otherwise. These forward-looking statements involve certain risks and uncertainties, including, but not limited to: our substantial liquidity needs and liquidity pressure; our substantial indebtedness and its impact on our financial health and operations; risks associated with our indebtedness containing floating interest rate provisions and its effect on our financial health if rates rise significantly; our ability to obtain additional financing in the future; risks associated with claims not discharged in the Chapter 11 cases and their effect on our results of operations and profitability; risks associated with the transfers of our equity, or issuances of equity in connection with our reorganization and our ability to utilize our federal income tax net operating loss carry-forwards in the future; our dependence on our management and employees; the adverse effect of competition on our performance; reduced raw material margins; availability and cost of raw materials; reduced sales volumes; increase in costs; prices and volumes of PET resin imports; the financial condition of our customers; change in tax risks; environmental risks; natural disasters; regulatory changes; U.S., European, Asian and global economic conditions; work stoppages; levels of production capacity and profitable operations of assets; prices of

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competing products; acts of terrorism; and maintaining the operations of our existing production facility. Actual results may differ materially from those expressed herein. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of our common stock.

Item 9.01. Financial Statements and Exhibits.

     (a) Not applicable.

     (b) Not applicable.

     (c) Exhibits

99.1 Wellman, Inc.’s Unaudited Monthly Operating Statements for the month ended September 30, 2008.

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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 hereunto duly authorized.

	Wellman, Inc.
November 25, 2008	/s/ Keith R. Phillips
	Keith R. Phillips
	Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Wellman, Inc.’s Unaudited Monthly Operating Statements for the month ended September 30, 2008.

6

EX-99.1

Exhibit 99.1

Wellman, Inc.
Debtor-in-Possession
Analysis of Financial Statements for DIP Compliance
September 2008

An analysis of the September 2008 operating results of Wellman, Inc. and subsidiaries (also referred to as “Wellman”, “we”, “our” and “us”) are presented below. Wellman, Inc. and certain subsidiaries filed for bankruptcy protection under the provisions of Chapter 11 on February 22, 2008. References to pre-petition and post-petition amounts are with respect to the February 22, 2008 filing date. In addition, reference to full year 2008 operating results reflects pre-petition and post-petition results.

In September 2008, we signed a letter of intent to sell the assets of our Johnsonville facility. In addition, we announced that we will close our Palmetto facility and exit the fiber business.

Consolidated Statement of Operations

Gross profit decreased by $8.0 million in September (from a loss of $4.3 million in August to a loss of $12.3 million in September). This was primarily the result of additional losses in September related to the closure of our Fiber operations and the write down of inventory in our recycled segment based on values stated in the letter of intent to sell the business. SG&A costs decreased by $3.6 million due to the write down of accounts receivable in our recycled segment based on values stated in the letter of intent to sell the business. We recorded a restructuring charge of $7.4 million in September primarily for severance costs to close our Palmetto and Fort Mill facilities. As a result of the above items, we reported an operating loss of $25.5 million in September, compared to a $6.5 million operating loss in August. Interest expense was $1.0 million in September and $1.1 million in August. Interest expense was calculated only on the amount borrowed under our Debtor-in-Possession Credit Agreement (the “DIP Facility”). Reorganization costs, which consisted primarily of legal fees related to the Chapter 11 filing, were $1.7 million in September, compared to $2.2 million in August. As a result of the above, our net loss increased to $28.2 million in September, compared to $9.8 million for August 2008.

Consolidated Balance Sheet

Our current assets decreased by approximately $31.7 million from August, primarily as a result of lower inventories, which related to the closure of our fiber operations and the decrease in Johnsonville current assets which were held for sale. The balance sheet at September 30, 2008, reflected $108.6 million in borrowings under the DIP Facility. This is $6.1 million lower than the comparable amount in August.

Consolidated Statement of Cash Flows

Net cash flows from operations were $7.3 million in September, compared to $2.1 million provided by operations in August. The increase in cash flows from operating activities in September resulted primarily from a decrease in inventories. These cash

flows resulted in debt repayments of $6.1 million in September. We paid $1.7 million and $2.2 million in September and August, respectively, for reorganization items.

EBITDA for PET Resins

Under the DIP Facility, as amended, we are required to maintain a minimum monthly PET resin EBITDA of $0 for the month of September 2008. The EBITDA for PET Resins for September 2008 was $0.3 million.

Wellman, Inc.
(Debtor-in-Possession)
Consolidated Statements of Operations
(In Millions)

	September			August
	2008			2008
Net Sales	$	70.1		$	77.3
Cost of Sales		82.4			81.6
Gross Profit (Loss)		(12.3	)		(4.3	)
Selling, General and Administrative Expenses		5.8			2.2
Other (Income) Loss		7.4			0.0
Operating Income (Loss)		(25.5	)		(6.5	)
Interest Expense, Net*		1.0			1.1
Earnings (Loss) from Continuing Operations
Before Reorganization Items and Income Taxes		(26.5	)		(7.6	)
Reorganization Items, Net		1.7			2.2
Earnings (Loss) from Continuing Operations
Before Income Taxes		(28.2	)		(9.8	)
Income Tax Expense (Benefit)		0.0			0.0
Earnings (Loss) from Continuing Operations		(28.2	)		(9.8	)
Earnings (Loss) from Discontinued Operations, Net of Tax		0.0			0.0
Net Earnings (Loss)	$	(28.2	)	$	(9.8	)

* - Interest expense subsequent to Feb 22, 2008 only reflects interest on the DIP financing. Interest on the compromised debt, per the debt agreements, was $3.2 for September and $3.3 for August. These amounts are not included in the financial statements.

Wellman, Inc.
(Debtor-in-Possession)
Consolidated Statements of Operations
(In Millions)

	For the Month Ended						For the Year-to-Date
	September						Period Ended September
	2008			2007			2008			2007
Net Sales	$	70.1		$	101.5		$	754.7		$	889.9
Cost of Sales		82.4			100.9			765.0			878.5
Gross Profit (Loss)		(12.3	)		0.6			(10.3	)		11.4
Selling, General and Administrative Expenses		5.8			3.7			27.2			33.0
Other (Income) Loss		7.4			(0.4	)		7.2			(9.7	)
Operating Income (Loss)		(25.5	)		(2.7	)		(44.7	)		(11.9	)
Interest Expense, Net*		1.0			5.3			17.4			46.3
Earnings (Loss) from Continuing Operations
Before Reorganization Items and Income Taxes		(26.5	)		(8.0	)		(62.1	)		(58.2	)
Reorganization Items, Net		1.7			0.0			22.0			0.0
Earnings (Loss) from Continuing Operations
Before Income Taxes		(28.2	)		(8.0	)		(84.1	)		(58.2	)
Income Tax Expense (Benefit)		0.0			(3.5	)		0.0			(3.6	)
Earnings (Loss) from Continuing Operations		(28.2	)		(4.5	)		(84.1	)		(54.6	)
Earnings (Loss) from Discontinued Operations, Net of Tax		0.0			2.5			0.0			0.9
Net Earnings (Loss)	$	(28.2	)	$	(2.0	)	$	(84.1	)	$	(53.7	)

* - Interest expense subsequent to Feb 22, 2008 only reflects interest on the DIP financing. Interest on the compromised debt, per the debt agreements, was $3.2 for the month of September and $24.3 year-to-date after Feb 22, 2008. These amounts are not included in the financial statements.

Wellman, Inc.
(Debtor-in-Possession)
Condensed Consolidated Balance Sheet
(In millions)

	September 30,			August 31,
	2008			2008
Assets
Current assets:
Cash and cash equivalents	$	2.1		$	1.1
Accounts receivable		115.3			119.2
Inventories		45.3			72.5
Prepaid expenses and other current assets		27.1			29.0
Current assets held for sale		—			—
Total current assets		189.8			221.8
Property, plant and equipment:
Land, buildings and improvements		90.4			90.4
Machinery and equipment		339.4			340.1
CIP		4.2			4.6
		434.0			435.1
Less accumulated depreciation		199.4			199.7
Net property, plant and equipment		234.6			235.4
Other assets		11.7			11.6
Noncurrent assets held for sale		—			—
Total Assets	$	436.1		$	468.8
Liabilities and Stockholders’ Deficit
Liabilities Not Subject to Compromise
Current Liabilities:
Accounts payable — trade	$	1.7		$	2.6
Accrued liabilities		24.5			22.1
Debtor in possession credit agreement		108.6			114.7
Other debt		—			—
Current liabilities associated with assets held for sale		—			—
Total current liabilities		134.8			139.4
Liabilities subject to compromise		532.0			531.9
Long-term debt		—			—
Deferred income taxes and other noncurrent liabilities		37.7			37.7
Noncurrent liabilities associated with assets held for sale		—			—
Total Liabilities		704.5			709.0
Stockholders’ Deficit:
Common stock		—			—
Preferred stock		185.8			185.7
Paid-in capital		248.5			248.5
Common stock warrants		4.9			4.9
Accumulated other comprehensive loss		—			—
Accumulated deficit		(658.1	)		(629.8	)
Less common stock in treasury		(49.5	)		(49.5	)
Total Stockholders Deficit		(268.4	)		(240.2	)
	$	436.1		$	468.8

Wellman, Inc.
(Debtor-in-Possession)
Condensed Consolidated Balance Sheet
(In millions)

	September 30,			September 30,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	2.1		$	2.3
Accounts receivable		115.3			150.3
Inventories		45.3			94.0
Prepaid expenses and other current assets		27.1			34.3
Current assets held for sale		—			—
Total current assets		189.8			280.9
Property, plant and equipment:
Land, buildings and improvements		90.4			90.3
Machinery and equipment		339.4			956.4
CIP		4.2			8.1
		434.0			1,054.8
Less accumulated depreciation		199.4			521.8
Net property, plant and equipment		234.6			533.0
Other assets		11.7			21.1
Noncurrent assets held for sale		—			—
Total Assets	$	436.1		$	835.0
Liabilities and Stockholders’ Deficit
Liabilities Not Subject to Compromise
Current Liabilities:
Accounts payable — trade	$	1.7		$	61.0
Accrued liabilities		24.5			21.9
Debtor in possession credit agreement		108.6			—
Other debt		—			—
Current liabilities associated with assets held for sale		—			—
Total current liabilities		134.8			82.9
Liabilities subject to compromise		532.0			—
Long-term debt		—			578.3
Deferred income taxes and other noncurrent liabilities		37.7			51.4
Noncurrent liabilities associated with assets held for sale		—			—
Total Liabilities		704.5			712.6
Stockholders’ Deficit:
Common stock		—			—
Preferred stock		185.8			179.4
Paid-in capital		248.5			248.2
Common stock warrants		4.9			4.9
Accumulated other comprehensive loss		—			(0.6	)
Accumulated deficit		(658.1	)		(260.0	)
Less common stock in treasury		(49.5	)		(49.5	)
Total Stockholders Deficit		(268.4	)		122.4
	$	436.1		$	835.0

Wellman, Inc.
(Debtor-in-Possession)
Simplified Statement of Cash Flows
(in millions)

	September			August
	2008			2008
Cash flow from operating activities:
Net earnings (loss)	$	(28.2	)	$	(9.8	)
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Loss from discontinued operations, net of tax		0.0			0.0
Depreciation		0.9			1.1
Amortization		1.4			1.3
Amortization in interest expense		0.6			0.6
Deferred taxes on income		0.0			0.0
Reorganization Items		1.7			2.2
Payment of reorganization items		(2.8	)		(3.5	)
Gain on sale of assets		0.0			0.0
Changes in assets and liabilities:
Accounts receivable		3.9			10.9
Inventories		27.2			1.3
Prepaid expenses and other current assets		1.4			(3.4	)
Other assets		0.0			(0.0	)
Accounts payable and accrued liabilities		1.2			1.5
Other liabilities		0.0			0.0
Other		0.0			(0.1	)
Net cash provided (used) by operating activities		7.3			2.1
Cash flows from investing activities:
Additions to property, plant and equipment (net)		(0.2	)		(0.2	)
Proceeds from sale of assets		0.0			0.0
Net cash used by investing activities		(0.2	)		(0.2	)
Cash flows from financing activities:
Borrowings (Repayments) of long-term debt		(6.1	)		(2.2	)
Dividends paid on common stock		0.0			0.0
Debt and equity issuance costs		0.0			0.0
Net cash provided (used) by financing activities		(6.1	)		(2.2	)
Discontinued Operations:
Operating activities		0.0			0.0
Investing activities		0.0			0.0
Financing activities		0.0			0.0
Net cash provided (used) by discontinued operations		0.0			0.0
Increase (decrease) in cash and cash equivalents		1.0			(0.3	)
Cash and cash equivalents at beginning of period		1.1			1.4
Cash and cash equivalents at end of period	$	2.1		$	1.1

Wellman, Inc.
(Debtor-in-Possession)
Simplified Statement of Cash Flows
(in millions)

	For the Month						For the YTD Period
	Ended September						Ended September
	2008			2007			2008			2007
Cash flow from operating activities:
Net earnings (loss)	$	(28.2	)	$	(2.0	)	$	(84.1	)	$	(53.7	)
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Loss from discontinued operations, net of tax		0.0			(2.5	)		0.0			(1.0	)
Depreciation		0.9			3.2			9.9			32.3
Amortization		1.4			1.5			12.4			12.8
Amortization in interest expense		0.6			0.4			3.5			3.2
Deferred taxes on income		0.0			(4.2	)		0.1			(3.2	)
Johnsonville fibers disposal costs		0.0			0.0			0.0			(1.7	)
Payments made against Jville fiber disposal costs		0.0			0.0			0.0			(2.4	)
Reorganization Items		1.7			0.0			22.0			0.0
Payment of reorganization items		(2.8	)		0.0			(18.2	)		0.0
Gain on sale of assets		0.0			0.0			(0.2	)		0.0
Changes in assets and liabilities:
Accounts receivable		3.9			4.4			13.7			12.8
Inventories		27.2			13.1			51.7			21.9
Prepaid expenses and other current assets		1.4			(1.4	)		(9.6	)		(1.1	)
Other assets		0.0			(0.1	)		(1.2	)		0.3
Accounts payable and accrued liabilities		1.2			6.4			7.6			(26.3	)
Other liabilities		0.0			(2.3	)		(1.4	)		(5.5	)
Other		0.0			(2.3	)		(0.4	)		(1.3	)
Net cash provided (used) by operating activities		7.3			14.2			5.8			(12.9	)
Cash flows from investing activities:
Additions to property, plant and equipment (net)		(0.2	)		(1.0	)		(2.8	)		(8.4	)
Proceeds from sale of assets		0.0			0.0			0.3			0.0
Net cash used by investing activities		(0.2	)		(1.0	)		(2.5	)		(8.4	)
Cash flows from financing activities:
Borrowings (Repayments) of long-term debt		(6.1	)		(14.0	)		3.5			1.9
Dividends paid on common stock		0.0			(0.7	)		0.0			(1.9	)
Debt and equity issuance costs		0.0			0.0			(4.7	)		0.0
Net cash provided (used) by financing activities		(6.1	)		(14.7	)		(1.2	)		0.0
Discontinued Operations:
Operating activities		0.0			3.8			0.0			(8.1	)
Investing activities		0.0			0.0			0.0			33.4
Financing activities		0.0			0.0			0.0			(1.7	)
Net cash provided (used) by discontinued operations		0.0			3.8			0.0			23.6
Increase (decrease) in cash and cash equivalents		1.0			2.3			2.1			2.3
Cash and cash equivalents at beginning of period		1.1			0.0			0.0			0.0
Cash and cash equivalents at end of period	$	2.1		$	2.3		$	2.1		$	2.3

Wellman, Inc.
EBITDAR, as defined

     We have provided a non-GAAP measure, “PET Resin EBITDA,” as defined, because our DIP Facility, as amended on September 15, 2008, uses this measurement as a key component. In accordance with our DIP Credit Facility, we must maintain a minimum monthly PET Resin EBITDA, as defined, and set forth in the agreement. We believe it is also an important measurement tool for (1) financial institutions that provide us with capital; (2) investors; and (3) our Board and management. In each instance, we use PET Resin EBITDA, as defined because it excluded items that are not expected to impact the long-term cash flow of the business and are not an indication of our ongoing performance. Our Board of Directors, CEO (our chief operating decision maker), and our senior management use PET Resin EBITDA, as defined, to evaluate the operating performance of the business and determine incentive compensation for employees throughout the organization. PET Resin EBITDA, as defined, under our DIP Credit Facility is calculated by adding consolidated PET Resin operating income (expense), income tax expense (benefit) related to PET Resin income (expense), consolidated interest expense, consolidated non-cash charges, non- recurring fees, cash charges and other cash expenses made or incurred in connection with entering into the DIP Facility, cash charges for professional fees relating to the bankruptcy, cash liquidation costs, and any impact from FIFO accounting.

     The following table reconciles Net earnings (loss) to PET Resin EBITDA, as defined for September 2008:

	September
	2008
Net Earnings (Loss)	$	(28.2	)
Net Earnings (Loss) from Discontinued Operations		—
Loss from Continuing Operations	$	(28.2	)
Income Tax Expense (Benefit)		—
Interest Expense, Net		1.0
Depreciation & Amortization — PET Resin only		1.9
Permitted Adjustments:
Reorganization Items		1.7
Restructuring Charges		8.0
Palmetto Fiber Costs		2.6
Johnsonville Recycling Costs		10.3
Inventory Reserves		2.1
FIFO Impact		0.9
Uncollectible Accounts		—
Environmental Reserve		—
Total permitted adjustments		25.6
PET Resins EBITDA, as defined	$	0.3

     Despite the importance of PET Resins EBITDA, as defined, we recognize that this non-GAAP financial measure does not replace the presentation of our GAAP financial results and are not intended to represent cash flows or an alternative to net earnings (loss). The PET Resins EBITDA, as defined information we provide is simply supplemental information and an additional measurement tool to assist our management and certain investors in analyzing our performance.

In re Wellman, Inc., et al.
Case No. 08-10595 (SMB)
Reporting Period: September 1 — September 30, 2008
Cash Disbursements by Petitioning Entity

			September 1 - September 30,
Petitioning Entities	Case Number:		2008
Wellman, Inc.		081-08-10595	$	67,266,266
Fiber Industries, Inc.		081-08-10607		—
Wellman of Mississippi, Inc.		081-08-10605		—
PTA Resources LLC		081-08-10596		—
Prince, Inc.		081-08-10604		34
ALG, Inc.		081-08-10599		34
Wellman Fibres Ltd.		081-08-10598		—
MRF, Inc.		081-08-10600		—
Warehouse Associates Inc.		081-08-10601		—
MED Resins, Inc.		081-08-10602		—
Carpet Recycling of Georgia Inc.		081-08-10603		—
Josdav, Inc.		081-08-10606		—
			$	67,266,334