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 19, 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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 314-674-1000
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ITEM 5. OTHER EVENTS
On December 19, 2003, Solutia and certain of its subsidiaries
entered into a finance agreement for up to $500 million in debtor-in-
possession financing. A copy of the finance agreement is attached
hereto as Exhibit 99.1. On December 19, 2003, the U.S. Bankruptcy Court for
the Southern District of New York issued an interim order authorizing
Solutia's borrowing of $75 million of such facility. A hearing is currently
scheduled for January 9, 2004, at which the court will consider approval of
Solutia's borrowing of the remaining $425 million of the facility, $350
million of which can be used only to retire the company's prepetition credit
facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 99.1 listed below is filed as part of this report.
Exhibit Number Description
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99.1 Finance Agreement dated as of December 19, 2003 by
and among Solutia Inc., Solutia Business Enterprises,
Inc. and certain other subsidiaries of Solutia Inc.,
Ableco Finance LLC, Well Fargo Foothill, Congress
Financial Corporation and the lenders from time to
time party thereto.
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
pursuant to those contractual obligations. Solutia filed a Form 8-K on
December 22, 2003 to provide certain of those additional disclosures.
Exhibit 99.2 of this Form 8-K includes further disclosures to satisfy the
company's contractual obligation. Exhibit 99.2 consists of projections of
future operating results of Solutia Inc. 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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99.2 Solutia Inc. projections of future operating results.
This exhibit is 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
projections of future operating results, to be forward-looking statements.
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 exhibit 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 23, 2003