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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 19, 2006
Date of Report
(Date of earliest event reported)
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ISP CHEMCO INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 333-17827-01 51-0382622
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
300 DELAWARE AVENUE, SUITE 300 WILMINGTON, DE 19801
(Address of principal executive offices) (Zip Code)
(302) 427-5818
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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))
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ADDITIONAL REGISTRANTS
Address, including zip code
State or other and telephone number,
jurisdiction of including area code, of
Exact name of registrant as incorporation or Registration No./I.R.S. registrant's principal
specified in its charter organization Employer Identification No. executive offices
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ISP Chemicals Inc. Delaware 333-70144-08/ Route 95 Industrial Area
22-3807357 P.O. 37
Calvert City, KY 42029
(270) 395-4165
ISP Minerals Inc. Delaware 333-70144-07/ 34 Charles Street Hagerstown, MD
22-3807370 21740
(301) 733-4000
ISP Technologies Inc. Delaware 333-70144-09/ 4501 Attwater Avenue and State
22-3807372 Highway 146
Texas City, TX 77590
(409) 945-3411
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ITEM 8.01 OTHER EVENTS
International Specialty Holdings Inc. ("Holdings") and ISP Chemco Inc.
("Chemco"), ISP Chemicals Inc., ISP Minerals Inc. and ISP Technologies Inc. (the
"Chemco Purchasers") announced today that they commenced cash tender offers to
purchase all of the outstanding $200,000,000 in aggregate principal amount of
the 10.625% Senior Secured Notes due 2009 issued by Holdings (the "Holdings
Notes") and all of the outstanding $405,000,000 in aggregate principal amount of
the 10.25% Senior Subordinated Notes due 2011 issued by the Chemco Purchasers
(the "Chemco Notes"), as well as related consent solicitations to amend the
indentures governing each of the Holdings Notes and the Chemco Notes. The full
text of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(d) Exhibits
The following is filed as an exhibit to this report:
99.1 Press Release dated January 19, 2006
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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.
Date: January 19, 2006
ISP CHEMCO INC.
ISP CHEMICALS INC.
ISP MINERALS INC.
ISP TECHNOLOGIES INC.
By: /s/ Roger J. Cope
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Roger J. Cope
Senior Vice President and
Interim Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
Number Description
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99.1 Press Release dated January 19, 2006
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