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): MARCH 4, 2004
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 5. OTHER EVENTS.
On March 4, 2004, CP Films Vertriebs GmbH, or CP Films Germany, a
majority-owned subsidiary of Solutia Europe SA/NV, became party to the
restructuring of Solutia Europe's 6.25% Euro Notes due in 2005, which
restructuring was completed on January 30, 2004. The potential participation
by CP Films Germany in this restructuring was previously discussed in
Solutia's Report on Form 8-K filed on February 23, 2004. CP Films Germany's
participation in the restructuring involves CP Films Germany becoming party
to the collateral agency agreement relating to the Euro Notes, a guarantee
of Solutia Europe's obligations in respect of the Euro Notes and certain
collateral documents pursuant to which CP Films Germany granted to the KBC
Bank NV, as Collateral Agent, security interests in certain of its assets,
subject to certain limitations and restrictions.
A copy of the letter agreement relating to the collateral agency
agreement, the guaranty and the collateral documents are filed as exhibits
to this Report on Form 8-K and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits listed below are filed as part of this report.
Exhibit Number Description
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99.1 Letter Agreement dated March 4, 2004 among KBC Bank NV,
as Collateral Agent, Solutia Europe NA/SV, the
Subsidiary Guarantors party thereto and the Requisite
Noteholders party thereto.
99.2 Subsidiary Guaranty dated March 4, 2004 of CP Films
Vertriebs GmbH
99.3 Global Assignment Agreement dated March 4, 2004 between
CP Films Vertriebs GmbH and KBC Bank NV
99.4 Account Pledge Agreement dated March 4, 2004 between CP
Films Vertriebs GmbH and KBC Bank NV
99.5 Security Transfer Agreement dated March 4, 2004 between
CP Films Vertriebs GmbH and KBC Bank NV
99.6 Share Pledge Agreement dated March 3, 2004 between
Solutia Europe SA/NV and KBC Bank NV
99.7 Share Pledge Agreement dated March 3, 2004 between CP
Films Vertriebs GmbH and KBC Bank NV
99.8 Counterpart to the Collateral Agency Agreement dated
March 4, 2004
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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Secretary
DATE: March 11, 2004