UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): FEBRUARY 21, 2006
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
As described below, on February 14, 2006 Solutia filed the Debtors'
Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code (the
"Disclosure Statement") with the U.S. Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). The Disclosure Statement
contains certain financial information regarding Solutia's year-ended
December 31, 2005. The Disclosure Statement is attached hereto as Exhibit
99.2.
ITEM 7.01. REGULATION FD DISCLOSURE
As previously reported, on December 17, 2003, Solutia Inc.
("Solutia") and its fourteen U.S. subsidiaries (collectively, the "Debtors")
filed voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (the "Bankruptcy Code") in 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.
As previously announced in a press release and Form 8-K filed by
Solutia, on February 14, 2006 the Debtors filed with the Bankruptcy Court:
(a) Debtors' Joint Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code (the "Plan") and (b) the related Disclosure Statement.
Copies of the Plan and Disclosure Statement, as filed with the Bankruptcy
Court, are furnished as Exhibits 99.1 and 99.2 hereto, respectively.
Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Bankruptcy Court approves the Disclosure Statement.
Accordingly, this announcement is not intended to be, nor should it be
construed as, a solicitation for a vote on the Plan. The Plan will become
effective only if it receives the requisite stakeholder approval and is
confirmed by the Bankruptcy Court.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit Number Description
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99.1 Debtors' Joint Plan of Reorganization Pursuant to
Chapter 11 of the Bankruptcy Code
99.2 Debtors Disclosure Statement Pursuant to Section 1125
of the Bankruptcy Code
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: February 21, 2006