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 9, 2005 (DECEMBER 7, 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 7.01. REGULATION FD DISCLOSURE
ITEM 8.01. OTHER EVENTS
As previously reported, on December 17, 2003 Solutia Inc.
("Solutia") and its 14 U.S. subsidiaries (collectively with Solutia, the
"Debtors") 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 7, 2005 Solutia presented to the Bankruptcy Court and
the Court entered an Order to Show Cause Scheduling Hearing to Consider
Debtors' Motion for an Order Pursuant to Sections 105(a), 362(a)(3) and 541
of the Bankruptcy Code (A) Limiting Certain Transfers of Equity Interests in
Solutia Inc. and (B) Approving Related Notice Procedures (the "Order to Show
Cause"). Solutia requested the Order to Show Cause to enable the Debtors to
avoid limitations on the use of their accumulated tax net operating loss
carryforwards ("NOLs"), which are estimated to be approximately $787.8
million as of December 31, 2005, and certain other tax attributes. The Order
to Show Cause imposes certain notice procedures and transfer restrictions on
the trading of equity securities of Solutia. The Order to Show Cause, among
other things: (1) requires certain beneficial owners of at least 4,700,681
shares (representing approximately 4.5% of all issued and outstanding
shares) of Solutia's equity securities (a "Substantial Owner") to notify
Solutia and the Bankruptcy Court that they are Substantial Owners; (2)
requires Substantial Owners to file a notice with Solutia and the Bankruptcy
Court before any acquisition or disposition of Solutia equity securities or
options to acquire or dispose of Solutia equity securities; and (3) requires
any other person or entity to file a notice with Solutia and the Bankruptcy
Court before any acquisition of Solutia equity securities, or option to
acquire Solutia equity securities, that would make such person or entity a
Substantial Owner. The Order to Show Cause allows Solutia to object in the
Bankruptcy Court to any such transactions, within thirty days of receipt of
notice of such transactions, if the transaction poses a material risk of
adversely affecting the Debtors' ability to utilize the NOLs or other tax
attributes. Any acquisition or disposition to which Solutia objects would
not become effective unless and until approved by an order of the Bankruptcy
Court.
Under the Order to Show Cause, any purchase, sale or other transfer
of Solutia equity securities in violation of the restrictions in the Order
to Show Cause would be void ab initio as an act in violation of the Order to
Show Cause and would therefore confer no rights on the proposed transferee.
Also on December 7, 2005, Solutia filed a Motion for an Order
Pursuant to Sections 105(a), 362(a)(3) and 541 of the Bankruptcy Code (A)
Limiting Certain Transfers of Equity Interests in Solutia Inc. and (B)
Approving Related Notice Procedures (the "Motion"). The Motion seeks entry
of a final order implementing the notice and trading restrictions imposed
by the Order to Show Cause. A hearing on the Motion is scheduled for
February 1, 2006.
The foregoing descriptions of the Order to Show Cause and the Motion
do not purport to be complete and are qualified in their entireties by
reference to the Order to Show Cause, attached hereto as Exhibit 99.1, and
the Motion, attached hereto as Exhibit 99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit Number Description
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99.1 Order to Show Cause Scheduling Hearing to Consider
Debtors' Motion for an Order Pursuant to Sections 105(a),
362(a)(3) and 541 of the Bankruptcy Code (A) Limiting
Certain Transfers of Equity Interests in Solutia Inc. and
(B) Approving Related Notice Procedures
99.2 Motion for an Order Pursuant to Sections 105(a), 362(a)(3)
and 541 of the Bankruptcy Code (A) Limiting Certain
Transfers of Equity Interests in Solutia Inc. and (B)
Approving Related Notice Procedures
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 9, 2005