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): NOVEMBER 9, 2004
SOLUTIA INC.
------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
--------
(STATE OF INCORPORATION)
001-13255 43-1781797
--------- ----------
(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
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
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
Solutia Europe SA/NV, a subsidiary of Solutia, has entered into the
Amendment No.1 to the Fiscal Agency Agreement and Terms and Conditions of
Notes, thereby successfully amending its 10.00% Senior Secured Euro Notes
due 2008 to allow for a sale of its Pharmaceutical Services business, which
includes the businesses now conducted by two Swiss subsidiaries of Solutia
Europe, on or before September 1, 2005. As of December 31, 2003, the
Pharmaceuticals Services business accounted for approximately 2 percent of
the annual revenue of Solutia Inc. and is forecasted to continue to account
for approximately 2 percent of the 2004 annual revenue of Solutia Inc.
Solutia Europe is actively pursuing the sale of its Pharmaceutical Services
business. However, while the amendment of the Euro Notes removes one
contractual impediment to such a sale, there is no assurance that such a
sale will occur. Upon the closing of any such sale, Solutia Europe is
required to redeem the Euro Notes with at least 95 percent of the Net Cash
Proceeds actually received from the sale at a redemption price of 109.00
percent of the principal amount of Euro Notes so redeemed.
Solutia Europe also entered into an Agreement of Understanding and
Waivers with members of the Ad-Hoc Committee of the holders of the Euro
Notes that sets forth, among other items, the process for implementing the
amendments, waivers, releases, terminations or modifications to the
Collateral Documents necessary to release the security interests that the
Collateral Agent holds on behalf of the Euro Note bondholders in connection
with the consummation of a sale of the Pharmaceuticals Services business.
Copies of the Amendment No.1 to the Fiscal Agency Agreement and
Terms and Conditions of Notes and the Agreement of Understanding and Waivers
(excluding exhibits and attachments) are filed as exhibits to this Report on
Form 8-K and are incorporated herein by reference.
Solutia Europe will submit the Dutch and French versions of the
minutes of the meeting of the holders of the Euro Notes approving the
amendment to the Euro Notes to the registry of the commercial court for
publication in the Belgian Official Gazette and otherwise cause the
resolutions approved at that meeting to be published in accordance with the
laws of Belgium and the rules applicable to the Euro Notes as listed on the
Luxembourg stock exchange.
Pursuant to the Agreement of Understanding and Waivers, Solutia
Europe agreed to have its parent company, Solutia Inc., file a Report on
Form 8-K relating to the amendment, in form and substance acceptable to the
Ad-Hoc Committee of the holders of Euro Notes. This Report on Form 8-K is
being filed in order to comply with that obligation.
The description set forth herein does not purport to be complete
and is subject to the detailed provisions of the documents attached as
exhibits to this Report on Form 8-K attached hereto, which are incorporated
by referenced in their entirety. In addition to the specific restrictions
set forth in the respective documents, the rights and obligations under such
documents are further restricted pursuant to the applicable laws and
regulations governing Solutia Europe and its subsidiaries and such
documents. Existing and prospective holders of the Euro Notes should review
all of the relevant documentation and consult with their European and U.S.
legal counsel and advisors. Solutia Europe is in the process of filing a
Supplement to the Offering Circular relating to the Euro Notes with the
Luxembourg Stock Exchange. Copies of the Supplement will be available at the
offices of the Luxembourg Paying Agent for the Euro Notes.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are included in this Report:
Exhibit
Number Description
------ -----------
99.1 Amendment No. 1 to the Fiscal Agency Agreement and Terms and
Conditions of Notes dated as of November 9, 2004
99.2 Agreement of Understanding and Waivers dated as of November 9,
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.
----------------------------------------
(Registrant)
/s/ Rosemary L. Klein
---------------------
Secretary
DATE: November 16, 2004
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Amendment No. 1 to the Fiscal Agency Agreement and Terms and Conditions of Notes
dated as of November 9, 2004
99.2 Agreement of Understanding and Waivers dated as of November 9, 2004