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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-13255
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SOLUTIA INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 43-1781797
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
Name of Each Exchange
Title of Each Class On Which Registered
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$.01 PAR VALUE COMMON STOCK NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
NONE
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(Title of class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. [ ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant: approximately
$636.07 million on February 25, 2002.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date:
104,604,349 shares of common stock, $.01 par value, outstanding as of the
close of business on February 25, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Solutia Inc.'s Notice of Annual Meeting of Stockholders
and Proxy Statement dated March 14, 2002 (Part III of Form 10-K).
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EXPLANATARY NOTE
The sole purpose of this amendment is to amend and restate in its
entirety Exhibit 21 to include five additional subsidiaries.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
SOLUTIA INC.
By: /s/ James M. Sullivan
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James M. Sullivan
Vice President and Controller
(Principal Accounting Officer)
Date: May 3, 2002
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EXHIBIT INDEX
These exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit No. Description
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2(a) Distribution Agreement (incorporated by reference to
Exhibit 2 of Solutia's Registration Statement on Form S-1
(333-36355) filed September 25, 1997)**
2(b) Joint Venture Agreement between Solutia Inc. and FMC
Corporation (incorporated by reference to Exhibit 2(i) of
Solutia's Form 8-K filed on April 27, 2000)**+
2(c) First Amendment to Joint Venture Agreement between Solutia
Inc. and FMC Corporation (incorporated by reference to
Exhibit 2(ii) of Solutia's Form 8-K filed on April 27,
2000)**
2(d) Second Amendment to Joint Venture Agreement between Solutia
Inc. and FMC Corporation (incorporated by reference to
Exhibit 2(iii) of Solutia's Form 8-K filed on April 27,
2000)**
2(e) Third Amendment to Joint Venture Agreement between Solutia
Inc. and FMC Corporation (incorporated by reference to
Exhibit 2(iv) of Solutia's Form 8-K filed on April 27,
2000)**+
3(a) Restated Certificate of Incorporation of Solutia
(incorporated by reference to Exhibit 3(a) of Solutia's
Registration Statement on Form S-1 (333-36355) filed
September 25, 1997)**
3(b) By-Laws of Solutia Inc., as amended February 27, 2002**
4(a) Rights Agreement (incorporated by reference to Exhibit 4 of
Solutia's Registration Statement on Form 10 filed on August
7, 1997)**
4(b) Amendment to Rights Agreement, dated as of November 1,
2001, and Certificate regarding change of Rights Agent
(incorporated by reference to Exhibit 4.4 of Solutia's
Registration Statement on Form S-3 (333-75812) filed
December 21, 2001)**
4(c) Indenture dated as of October 1, 1997, between Solutia Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.1 of Solutia's Form 10-Q for the
quarter ended September 30, 1997)**
4(d) 6.5% Notes due 2002 in the principal amount of $150,000,000
(incorporated by reference to Exhibit 4.2 of Solutia's Form
10-Q for the quarter ended September 30, 1997)**
4(e) 7.375% Debentures due 2027 in the principal amount of
$200,000,000 (incorporated by reference to Exhibit 4.3 of
Solutia's Form 10-Q for the quarter ended September 30,
1997)**
4(f) 7.375% Debentures due 2027 in the principal amount of
$100,000,000 (incorporated by reference to Exhibit 4.4 of
Solutia's Form 10-Q for the quarter ended September 30,
1997)**
4(g) 6.72% Debentures due 2037 in the principal amount of
$150,000,000 (incorporated by reference to Exhibit 4.5 of
Solutia's Form 10-Q for the quarter ended September 30,
1997)**
<FN>
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** Previously filed.
+ Confidential treatment has been granted for a portion of this exhibit.
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4(h) Registrant agrees to furnish to the Securities and Exchange
Commission upon request copies of instruments defining the
rights of holders of certain unregistered long-term debt of
the registrant and its consolidated subsidiaries.**
9 Omitted--Inapplicable
10(a) Financial Planning and Tax Preparation Services Program for
the Executive Leadership Team (incorporated by reference to
Exhibit 10(a) of Solutia's Form 10-K for the year ended
December 31, 1997)**
10(b) Employee Benefits Allocation Agreement (incorporated by
reference to Exhibit 10(a) of Solutia's Registration
Statement on Form S-1 (333-36355) filed September 25,
1997)**
10(c) Tax Sharing and Indemnification Agreement (incorporated by
reference to Exhibit 10(b) of Solutia's Registration
Statement on Form S-1 (333-36355) filed September 25,
1997)**
10(d) Solutia Inc. Management Incentive Replacement Plan as
amended on April 28, 1999 (incorporated by reference to
Exhibit 10(2) of Solutia's Form 10-Q for the quarter ended
June 30, 1999)**
10(e) Solutia Inc. 1997 Stock-Based Incentive Plan as amended on
April 28, 1999 and April 26, 2000 (incorporated by
reference to Exhibit 10(1) of Solutia's Form 10-Q for the
quarter ended June 30, 2000)**
10(f) Solutia Inc. Non-Employee Director Compensation Plan, as
amended February 24, 1999, January 26, 2000 and June 27,
2001 (incorporated by reference to Exhibit 10 of Solutia's
Form 10-Q for the quarter ended June 30, 2001)**
10(g) U.S. $800,000,000 Amended and Restated Five Year Credit
Agreement, dated as of November 23, 1999, among Solutia,
the initial lenders named therein, Bank of America N.A., as
Syndication Agent and Citibank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10(g) of
Solutia's Form 10-K for the year ended December 31, 1999)**
10(h) Form of Employment Agreement with certain Named Executive
Officers (incorporated by reference to Exhibit 10(1) of
Solutia's Form 10-Q for the quarter ended March 31, 1998)**
10(i) Form of Employment Agreement with other executive officers
(incorporated by reference to Exhibit 10(2) of Solutia's
Form 10-Q for the quarter ended March 31, 1998)**
10(j) Solutia Inc. Annual Incentive Plan (incorporated by
reference to Appendix B of the Solutia Inc. Notice of
Annual Meeting and Proxy Statement dated March 9, 2000)**
10(k) Solutia Inc. Long-Term Incentive Plan (incorporated by
reference to Appendix C of the Solutia Inc. Notice of
Annual Meeting and Proxy Statement dated March 9, 2000)**
10(l) Solutia Inc. Deferred Compensation Plan (incorporated by
reference to Exhibit 10 of Solutia's Form 10-Q for the
quarter ended September 30, 1998)**
10(m) 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 (incorporated
by reference to Exhibit 2.1 of Solutia's Form 8-K filed on
January 4, 2000)**
10(n) Solutia Inc. 2000 Stock-Based Incentive Plan (incorporated
by reference to Appendix A of the Solutia Inc. Notice of
Annual Meeting and Proxy Statement dated March 9, 2000)**
<FN>
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** Previously filed.
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10(o) Amendment No. 1, dated as of November 21, 2000, to U.S.
$800,000,000 Amended and Restated Five-Year Credit
Agreement, dated as of November 23, 1999, among Solutia,
the initial lenders named therein, Bank of America N.A., as
Syndication Agent and Citibank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10(p) of
Solutia's Form 10-K for the year ended December 31, 2000)**
10(p) Amendment No. 2, dated as of February 1, 2001, to U.S.
$800,000,000 Amended and Restated Five-Year Credit
Agreement, dated as of November 23, 1999, among Solutia,
the initial lenders named therein, Bank of America N.A., as
Syndication Agent and Citibank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.1 of
Solutia's Form 10-Q for the quarter ended March 31, 2001)**
10(q) Amendment No. 3, dated as of November 16, 2001, to U.S.
$800,000,000 Amended and Restated Five-Year Credit
Agreement, dated as of November 23, 1999, among Solutia,
the initial lenders named therein, Bank of America N.A., as
Syndication Agent and Citibank, N.A., as Administrative
Agent (incorporated by reference to Exhibit 99.2 of
Solutia's Form 8-K Report filed December 21, 2001)**
10(r) Letter Agreement between Solutia Inc. and Michael E. Miller
dated January 23, 2001 (incorporated by reference to
Exhibit 10.3 of Solutia's Form 10-Q for the quarter ended
March 31, 2001)**
11 Omitted--Inapplicable; see "Statement of Consolidated
Income (Loss)" on page 37**
21 Subsidiaries of the Registrant
23 Independent Auditors' Consent (see page 77)**
24(a) Powers of Attorney submitted by John C. Hunter III, Robert
A. Clausen, James M. Sullivan, Paul Donovan, Paul H.
Hatfield, Robert H. Jenkins, Frank A. Metz, Jr., J. Patrick
Mulcahy, Sally G. Narodick, William D. Ruckelshaus and John
B. Slaughter**
24(b) Certified copy of board resolution authorizing Form 10-K
filing utilizing powers of attorney**
99 Computation of the Ratio of Earnings to Fixed Charges (see
page 79)**
<FN>
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** Previously filed.
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