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): DECEMBER 22, 1999
SOLUTIA INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OF INCORPORATION)
001-13255 43-1781797
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(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(314) 674-1000
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 22, 1999, Solutia Inc. completed the purchase of the
Vianova Resins business by acquiring:
(a) the interest of Morgan Grenfell Private Equity Ltd., a private
equity syndicate, in Viking Resins Group Holdings B.V., pursuant to
the terms of an agreement for the sale and purchase of class A shares
and loan stock and the cancellation of warrants in Viking Resins
Group Holdings B.V., dated 10th November 1999; and
(b) the interests of the minority shareholders of Viking Resins Group
Holdings B.V. pursuant to agreements for the sale and purchase of B
shares in Viking Resins Group Holdings B.V.
Vianova Resins is a leading European producer of resins and additives
for coatings and technical applications. The purchase price was
approximately DM 1.2 billion (about $640 million).
Solutia paid for the acquisition with short-term debt. Some or
all of the short-term debt may be refinanced with long-term debt at a
future date.
Solutia intends to continue operating the Vianova Resins business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of Businesses Acquired.
The historical financial statements of the Vianova Resins
business required under Rule 3.05(b) of Regulation S-X will
be filed by amendment pursuant to Item 7(a)(4) of Form 8-K
not later than March 6, 2000.
b. Pro Forma Financial Information.
The pro forma financial statements required by Article 11 of
Regulation S-X will be filed by amendment pursuant to Item
7(b)(2) of Form 8-K not later than March 6, 2000.
c. Exhibits.
See Exhibit Index attached hereto and incorporated herein by
reference.
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, THEREUNTO DULY AUTHORIZED.
SOLUTIA INC.
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(Registrant)
BY /s/ Karen L. Knopf
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KAREN L. KNOPF
Assistant Secretary
DATE: January , 2000
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EXHIBIT INDEX
These exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit Number Description
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2 1. Agreement, dated 10th November, 1999, for the
sale and purchase of class A shares, preference
shares and loan stock and the cancellation of
warrants in Viking Resins Group Holdings B.V.
between (a) Solutia Inc., as purchaser, (b) the
holders of the A shares, preference shares and
loan stock as sellers, and (c) the
warrantholders, plus identification of contents
of omitted schedules and agreement to furnish
supplementally a copy of any omitted schedule to
the Securities and Exchange Commission upon
request.
2. Agreement, dated 22nd December, 1999, for the sale
and purchase of class B shares in Viking Resins
Group Holdings B.V. between Helmut Strametz, as
seller and Solutia Inc., as purchaser, plus
(a) identification of contents of omitted schedules
and agreement to furnish supplementally a copy of
any omitted schedule to the Securities and
Exchange Commission upon request and (b) a schedule
identifying substantially identical documents
between Solutia Inc. and the other minority
shareholders.
3. Agreement, dated 21st December, 1999, for the sale
and purchase of class B shares in Viking Resins Group
Holdings B.V. between Heinrich Otto Geidt, as seller
and Solutia Inc., as purchaser, plus identification
of contents of omitted schedules and agreement to
furnish supplementally a copy of any omitted schedule
to the Securities and Exchange Commission upon
request.
99 1. Press release dated December 22, 1999, issued
by Solutia Inc., announcing the completion of
Solutia's acquisition of the Vianova Resins
business.
2. Press release dated November 11, 1999, issued by
Solutia Inc., announcing Solutia's agreement to
acquire the Vianova Resins business
(incorporated by reference to Exhibit 99.1 of
Solutia's Form 8-K filed November 12, 1999).