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): MAY 25, 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 9. REGULATION FD DISCLOSURE
The following information is being furnished under Item 9.
"Regulation FD Disclosure."
On January 30, 2004, Solutia Inc.'s wholly-owned subsidiary,
Solutia Europe S.A./N.V. ("SESA"), restructured its (euro)200 million, 6.25
percent Euro Notes ("Euronotes"), due in 2005. Pursuant to Section 9(m) of
the amended and restated terms and conditions of the Euronotes, contained in
Schedule 1 to the Fiscal Agency Agreement, SESA agreed to certain financial
reporting requirements including, among other things, filing quarterly
consolidating and consolidated financial statements, absent footnotes, of
SESA and its subsidiaries with the Securities and Exchange Commission
("SEC") on Form 8-K within 60 days after each quarter end commencing with
the quarter ended March 31, 2004 (referred to hereafter as "Financial
Statements"). The unaudited Financial Statements included in Exhibit 99 to
this Form 8-K satisfy these reporting requirements for the quarter ended
March 31, 2004. These Financial Statements include consolidated and
consolidating balance sheets, consolidated and consolidating statements of
operations and consolidated and consolidating statements of cash flows for
SESA and its subsidiaries, each as of and for the three months ended March
31, 2004 and March 31, 2003, respectively. The Financial Statements include
the accounts of SESA and its subsidiaries and all significant intercompany
transactions and balances have been eliminated in consolidation. These
Financial Statements should be read in conjunction with the audited
financial statements and notes to consolidated financial statements included
in the Solutia Inc. 2003 Annual Report on Form 10-K, filed with the SEC on
March 15, 2004, and Amendment No. 1 to Form 10-K included in Solutia's Form
10-K/A, filed with the SEC on March 18, 2004.
The unaudited Financial Statements included in Exhibit 99 to this
Form 8-K have been prepared in accordance with accounting principles
generally accepted in the United States of America and are presented in U.S.
dollars. In addition, the Financial Statements reflect all adjustments that,
in the opinion of management, are necessary to present fairly the financial
position, results of operations, and cash flows for the interim periods
reported. Such adjustments are of a normal, recurring nature. The results of
operations for the quarter ended March 31, 2004 are not necessarily
indicative of the results to be expected for the full year.
Exhibit Number Description
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99 Unaudited consolidated and consolidating financial statements
of SESA and its subsidiaries
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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Secretary
DATE: May 25, 2004