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 5, 2005
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
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously reported, on December 17, 2003 Solutia Inc.
("Solutia") and its 14 U.S. subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy
Code") in the U.S. Bankruptcy Court for the Southern District of New York
(the "Bankruptcy Court"). The cases were consolidated for the purpose of
joint administration and were assigned case number 03-17949 (PCB). Solutia's
subsidiaries outside the United States were not included in the Chapter 11
filing.
On December 5, 2005, the Bankruptcy Court approved a Waiver and
Consent dated as of October 31, 2005 (the "Waiver") by and among Solutia,
Solutia Business Enterprises, Inc. (together with Solutia, the "Borrowers"),
each subsidiary of Solutia listed on the signature pages to the Waiver (the
"Guarantors"), the lenders party to the Waiver, Citicorp USA, Inc. and Wells
Fargo Foothill, LLC (together with Citicorp USA, Inc. the "Agents") relating
to certain prepayment provisions of the Financing Agreement, dated as of
January 16, 2004 (as amended, supplemented or otherwise modified from time
to time, the "Financing Agreement"), by and among the Borrowers, the
Guarantors, the lenders from time to time party thereto and the Agents. The
Waiver allowed Solutia to retain all of its net proceeds from the previously
reported sale by Astaris LLC, Solutia's 50/50 joint venture with FMC
Corporation, of substantially all of its assets to Israel Chemicals Limited
or affiliates thereof. Solutia expects to receive net proceeds of up to $100
million (the "Net Proceeds") from the Astaris sale, approximately $20
million of which was deposited into escrow accounts with distributions, if
any, expected to occur in 2006.
The foregoing description of the Waiver does not purport to be
complete and is qualified in its entirety by reference to the Waiver, a copy
of which is attached hereto as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit Number Description
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10.1 Waiver and Consent dated as of October 31, 2005 by and
among Solutia, Solutia Business Enterprises, Inc., each
subsidiary of Solutia listed on the signature pages
thereto, the lenders party thereto, Citicorp USA, Inc. and
Wells Fargo Foothill, LLC
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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Senior Vice President, General Counsel
and Secretary
DATE: DECEMBER 5, 2005