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): DECEMBER 17, 2003
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 9. REGULATION FD DISCLOSURE
The following information is being furnished under Item 9. "Regulation
FD Disclosure."
Solutia filed on Form 8-K dated December 17, 2003, a summary of
material non-public information provided to its bondholders and their
advisors during negotiations and which it is contractually obligated to make
public upon a filing under Chapter 11 of the U.S. Bankruptcy Code. The Ad
Hoc Committee of Euro Note Holders has insisted on additional disclosures,
which are attached hereto as Exhibits 99.1 through 99.4, pursuant to those
contractual obligations. Exhibit 99.2 consists of projections of future
operating results of Solutia Europe SA/NV and its subsidiaries disclosed to
Note holders and their advisors approximately two months ago. While accurate
at the time of such disclosure, these projections are no longer accurate and
should not be relied on by securityholders of Solutia as being accurate.
Exhibit Number Description
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99.1 Historical financial information of Solutia Europe
S.A./N.V. ("SESA"), and its subsidiaries.
99.2 Projections of future operating results of SESA
and its subsidiaries.
99.3 Historical financial information of Solutia UK
Holdings Ltd. and certain subsidiaries.
99.4 SESA Term Sheet - modification of 6 1/4% SESA Notes.
These exhibits are incorporated here by reference.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
We make statements in this Report on Form 8-K that are considered
forward-looking statements under the federal securities laws. We consider
all statements regarding anticipated or future matters, including the
following, to be forward-looking statements: the projections of future
operating results and the transaction contemplated by the Solutia Europe
SA/NV Term Sheet.
These statements are not guarantees of future performance or
outcomes. They represent our estimates and assumptions only on the date we
made them. There are risks, uncertainties and other important factors that
could cause actual performance or outcomes to be materially different from
our projections. These risks, uncertainties and factors include: (i) the
ability of Solutia to develop, prosecute, confirm and consummate one or more
Chapter 11 plans of reorganization; (ii) the potential adverse impact of the
Chapter 11 filing on Solutia's operations, management and employees, and the
risks associated with operating businesses under Chapter 11 protection;
(iii) the ability of Solutia to comply with the terms of the DIP financing
facility; (iv) world economic conditions, competitive pressures, gain or
loss of significant customers, labor relations and disruption of operations,
raw material and energy costs, currency and interest rate fluctuations,
success in implementing pricing actions and managing spending, operating
rates, cost of debt, environmental compliance and remediation and other
factors; (v) customer response to the Chapter 11 filing; and (vi) the orders
and decisions of the U.S. Bankruptcy Court. Other factors and assumptions
not identified above are also relevant to the forward-looking statements,
and if they prove incorrect, could also cause actual results to differ
materially from those projected.
The information in Item 9, including the exhibits incorporated by
reference in Item 9, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section.
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)
/s/ Rosemary L. Klein
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Assistant Secretary
DATE: DECEMBER 22, 2003