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): MARCH 6, 2006 (MARCH 1, 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 2.01. 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 "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 21, 2005, Solutia announced that it had received Bankruptcy
Court approval of Solutia's entry into a Stock Purchase Agreement, dated as
of November 23, 2005 (the "Purchase Agreement"), by and between Solutia,
Vitro S.A. de C.V., a corporation organized under the laws of Mexico
("Vitro"), and Vitro Plan S.A. de C.V., a corporation organized under the
laws of Mexico and an affiliate of Vitro ("Vitro Plan"). The acquisition
pursuant to the Purchase Agreement was completed on March 1, 2006 (the
"Closing").
Pursuant to the Purchase Agreement, Solutia acquired Vitro Plan's 51%
ownership interest (the "Purchased Interest") in Quimica M, S.A. de C.V.
("Quimica"), Solutia's joint venture with Vitro Plan in the production of
polyvinyl butyral interlayer material ("PVB Sheet"). The acquisition makes
Solutia the sole owner of Quimica. The purchase price for the Purchased
Interest was approximately $20 million.
In connection with the Closing, Solutia also entered into a Land Purchase
Agreement with Vitro's affiliate Vidrio Plano, S.A. de C.V. (the "Land
Purchase Agreement"), and Quimica entered into supply agreements for PVB
Sheet (the "Supply Agreements") with certain affiliates of Vitro. The Land
Purchase Agreement provides for the acquisition by Quimica of certain land
and water rights adjacent to the Quimica facility in Puebla, Mexico from
Vidrio Plano, S.A de C.V. for a purchase price of $400,000. The Supply
Agreements are between Quimica and, respectively, Vitro Automotriz, S.A. de
C.V. and Vitro Flex, S.A. de C.V.
The description of the Purchase Agreement contained herein sets forth a
brief summary of certain terms of the Purchase Agreement that may be
material to Solutia. However, the description does not purport to be
complete and is qualified in its entirety by reference to the specific terms
of the Purchase Agreement, a copy of which was attached as Exhibit 10.1 to
Solutia's Form 8-K filed on December 21, 2005.
ITEM 7.01 REGULATION FD DISCLOSURE
On March 2, 2006, Solutia issued a press release announcing the completion
of its acquisition of Quimica pursuant to the Purchase Agreement. The press
release is attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit Number Description
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99.1 March 2, 2006 Press Release announcing the completion of
Solutia's acquisition of interests in Quimica M, S.A.
de C.V.
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: MARCH 6, 2006