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 12, 2007
Hexion Specialty Chemicals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
| | |
| 1-71 | | 13-0511250 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 180 East Broad Street, Columbus, Ohio | | 43215-3799 |
| (Address of Principal Executive Offices) | | (Zip Code) |
614-225-4000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
On July 12, 2007, Hexion Specialty Chemicals, Inc. issued a news release announcing the signing of a definitive agreement under which it will acquire Huntsman Corporation in an all-cash transaction valued at approximately $10.6 billion, including the assumption of debt.
The transaction is subject to customary closing conditions, including regulatory approval in the U.S. and Europe. Entities controlled by MatlinPatterson and the Huntsman family, which collectively own approximately 57% of Huntsman’s common stock, have agreed to vote in favor of the transaction, subject to certain conditions.
A copy of the news release dated July 12, 2007 is furnished as Exhibit 99.1 to this current report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| 99.1 | | Press Release dated July 12, 2007 |
SIGNATURE
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.
| | | | |
| | | HEXION SPECIALTY CHEMICALS, INC. |
| | |
| Date: July 12, 2007 | | | | |
| | |
| | By: | | /s/ William H. Carter |
| | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
99.1 | | Press Release dated July 12, 2007 titled “Hexion Specialty Chemicals, Inc. To Acquire Huntsman Corporation For $28.00 Per Share In Cash.” |
