UNITED STATES 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): JUNE 18, 2002 SOLUTIA INC. (Exact name of Registrant as specified in its charter) DELAWARE 001-13255 43-1781797 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760 (Address of principal executive offices) (Zip Code) (314) 674-1000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Selected excerpts from preliminary offering memorandum, dated June 18, 2002. ITEM 9. REGULATION FD DISCLOSURE On June 18, 2002, pursuant to Rule 135c under the Securities Act of 1933, we announced that we are pursuing through a private placement the issuance of $250 million of senior secured notes (the "Notes"). The Notes will be issued by SOI Funding Corp., a special purpose entity, and the proceeds therefrom will be held in escrow pending our assumption of the Notes as part of the consummation of our proposed refinancing plan. To comply with the requirements of Regulation FD, attached as Exhibit 99.1 to this Current Report on Form 8-K are selected excerpts from the preliminary offering memorandum dated June 18, 2002 that describe the structure and certain terms of the private placement. The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 2 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., a Delaware corporation Date: June 19, 2002 By: /s/ Karen L. Knopf ----------------------------- Name: Karen L. Knopf Title: Assistant Secretary 3