UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 1, 2006
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ISP CHEMCO INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-17827-01 51-0382622
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(Commission File Number) (IRS Employer Identification No.)
300 Delaware Avenue
Suite 303
Wilmington, Delaware 19801
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(Address of Principal Executive Offices) (Zip Code)
(302) 427-5818
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
ADDITIONAL REGISTRANTS
Address, including zip code
and telephone number,
State or other including area code, of
jurisdiction of Registration No./I.R.S. registrant's principal
Exact name of registrant incorporation or Employer Identification No. executive offices
as specified in its charter organization -------------------------- ------------------
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ISP Chemicals Inc. Delaware 333-70144-08/ Route 95 Industrial Area,
22-3807357 P.O. Box 37
Calvert City, KY 42029
(270) 395-4165
ISP Minerals Inc. Delaware 333-70144-07/ 34 Charles Street
22-3807370 Hagerstown, MD 21740
(301) 733-4000
ISP Technologies Inc. Delaware 333-70144-09/ 4501 Attwater Avenue and
22-3807372 State Highway 146
Texas City, TX 77590
(409) 945-3411
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ITEM 8.01. OTHER INFORMATION
On February 1, 2006, International Specialty Holdings Inc. ("Holdings") and ISP
Chemco Inc., ISP Chemicals Inc., ISP Minerals Inc. and ISP Technologies Inc.
(collectively, the "Chemco Purchasers," and, together with Holdings, the
"Purchasers") announced that, in connection with their previously announced
tender offers to purchase for cash all of the 10.625% Senior Secured Notes due
2009 issued by Holdings (the "Holdings Notes") and all of the 10.25% Senior
Subordinated Notes due 2011 issued by the Chemco Purchasers (the "Chemco Notes,"
and, together with the Holdings Notes, the "Notes") and the related consent
solicitations, as of 5 P.M. New York City time on February 1, 2006, holders of a
majority in aggregate principal amount of each of the Holdings Notes and the
Chemco Notes had validly tendered and not withdrawn their Notes and had provided
their consents to effect the proposed amendments to the indentures governing
each of the Holdings Notes and the Chemco Notes. The amendments will not become
operative until the Purchasers accept the Holdings Notes and the Chemco Notes
for purchase pursuant to their respective tender offers.
The Chemco Purchasers also announced that the total consideration for the Chemco
Notes validly tendered in the tender offer will be $1,069.32 for each $1,000.00
principal amount of the Chemco Notes purchased pursuant to the tender offer,
plus accrued and unpaid interest up to, but not including, the date of payment
for the Chemco Notes.
The full text of the Purchasers' 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:
Number Description
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99.1 Press Release, dated February 1, 2006
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SIGNATURE
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.
ISP CHEMCO INC.
ISP CHEMICALS INC.
ISP MINERALS INC.
ISP TECHNOLOGIES INC.
Dated: February 3, 2006 By: /s/ Roger J. Cope
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Name: Roger J. Cope
Title: Senior Vice President and Interim
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated February 1, 2006
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