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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 8, 1999
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GEO SPECIALTY CHEMICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
OHIO 333-70011 34-1708689
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
28601 CHAGRIN BOULEVARD, SUITE 210
CLEVELAND, OHIO 44122
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(Address of Principal Executive Offices) (Zip Code)
216-464-5564
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 8, 1999, GEO acquired, through its newly-formed and
wholly-owned French subsidiary GEO Holdings (Europe) SARL, a gallium extraction
and purification business from Rhodia Chimie S.A. ("Rhodia") for the French
franc equivalent of approximately US $23,300,000, less the amount of debt for
borrowed money of the acquired business. The purchase price is subject to a
post-closing adjustment based on the change in equity of the business from
December 31, 1998 until September 1, 1999. The acquired business provides
various grades of gallium to the semi-conductor market for applications in
optoelectronics (light emitting diodes) systems and telecommunications. The
purchase price of the acquired business was arrived at through arms-length
negotiations between GEO and Rhodia.
The acquisition was structured as a purchase of the shares of a French
subsidiary of Rhodia, named Rhod Six S.A., which owns both the French operating
assets of a gallium purification business located in Salindres, France and the
shares of a German corporation, named Ingal Stade GmbH, with gallium extraction
operations in Stade, Germany. The name of Rhod Six S.A. was changed on the date
of the closing to GEO Gallium S.A. The management team of GEO Gallium S.A. will
be headquartered in Paris, France.
The source of the funds used to purchase the acquired business was
GEO's existing senior revolving credit facility, with various financial
institutions and Bankers Trust Company, as the administrative agent, which was
amended on September 3, 1999 in order to facilitate the acquisition. The funds
obtained by GEO from its senior revolving credit facility were advanced to GEO
Holdings (Europe) SARL through a number of inter-company transactions.
As part of the acquisition, GEO was also granted a three year option to
acquire an Australian subsidiary of Rhodia, named Rhodia Pinjarra Pty Ltd.,
which owns a currently dormant gallium extraction facility near Pinjarra,
Australia. The exercise price under the option is the French franc
equivalent of approximately US $1,600,000. The exercise price is subject to a
post-closing adjustment based on the change in equity of the Australian
business from December 31, 1998 until the closing of the purchase of the
shares.
ITEM 5. OTHER EVENTS.
In connection with the consummation of the acquisition described above,
GEO entered into an amended and restated credit agreement with its existing
senior lenders, which includes various financial institutions and Bankers Trust
Company, as the administrative agent, increasing the availability under its
senior revolving credit facility from $25.0 million to $45.0 million. GEO's
ability to draw funds under the senior revolving credit facility is subject to,
in addition to the restrictions contained in the amended and restated credit
agreement, a number of restrictions contained in the indenture governing GEO's
currently outstanding $120.0 million in aggregate principal amount of 10 1/8%
Senior Subordinated Notes due 2008. The obligations of GEO under the senior
revolving credit facility remain secured by a first priority security interest
on all
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tangible and intangible assets of GEO, including GEO's ownership interests in
its subsidiaries. In addition, the senior revolving credit facility remains
senior in right of payment to GEO's outstanding Senior Subordinated Notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Financial statements and pro forma financial information will
be filed, pursuant to the provisions of Item 7(a)(4), in an amendment to this
Current Report on Form 8-K filed within 60 days after the date that this filing
was required to be made.
(c) The following are filed as exhibits to this Current Report on Form
8-K:
2.1 Stock Purchase Agreement, dated August 6, 1999, by
and between GEO Specialty Chemicals, Inc. and Rhodia
Chimie S.A.
10.1 Credit Agreement, dated March 25, 1997 and amended
and restated as of July 31, 1998 and further amended
and restated as of September 3, 1999, by and among
GEO Specialty Chemicals, Inc., various financial
institutions and Bankers Trust Company, as the
administrative agent
The schedules and exhibits attached to the Stock Purchase Agreement
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Copies of these
schedules and/or exhibits will be provided to the Securities and Exchange
Commission upon request.
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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.
GEO SPECIALTY CHEMICALS, INC.
Date: September 23, 1999 By: /s/ William P. Eckman
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William P. Eckman, Executive Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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2.1 Stock Purchase Agreement, dated August 6, 1999, by and between
GEO Specialty Chemicals, Inc. and Rhodia Chimie S.A.
10.1 Credit Agreement, dated March 25, 1997 and amended and
restated as of July 31, 1998 and further amended and restated
as of September 3, 1999, by and among GEO Specialty Chemicals,
Inc., various financial institutions and Bankers Trust
Company, as the administrative agent