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 8, 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 7.01 REGULATION FD DISCLOSURE.
On December 8, 2006, Solutia Inc. ("Solutia") entered into a
confidentiality agreement (the "Undertaking") with certain of the holders (the
"Noteholders") of either or both of the 6.72% notes due October 15, 2037
and/or the 7.375% notes due October 15, 2027 (the "Notes") issued by Solutia
pursuant to that certain Indenture dated October 1, 1997.
Pursuant to the Undertaking, Solutia agreed to provide certain
material non-public information (the "Confidential Information") to the
Noteholders to enable discussions between Solutia and the Noteholders
regarding a potential negotiated resolution of unresolved issues in Solutia's
Chapter 11 cases. To assure that the restrictions on the Noteholders' ability
to trade would be limited, Solutia agreed to publicly disseminate the
Confidential Information on or before December 28, 2006.
In accordance with the provisions of the Undertaking described above,
Solutia hereby makes the following disclosures:
o On December 8, 2006, Solutia provided to the Noteholders a draft
of Solutia's revised business plan (the "Draft Business Plan"),
which, at that time, was subject to further review and/or revision
by Solutia's management team and approval by Solutia's Board of
Directors. A copy of the Draft Business Plan, as provided to the
Noteholders, is furnished hereunder as Exhibit 99.1. The Draft
Business Plan includes both historical and projected financial
information. Because the Company excludes one-time,
non-operational gains and losses to prevent distortion of business
trends in accounting for historical financial information, the
historical financial information is not in accordance with
Generally Accepted Accounting Principles (GAAP). Exhibit 99.1
includes a reconciliation of non-GAAP financial measures with GAAP
financial measures (the "Reconciliation").
o On December 8, 2006, Solutia provided to the Noteholders its
proposal for an amended plan of reorganization (the "Amended Plan
Proposal"), which was designed to act as a framework for
negotiations among Solutia, the Noteholders, and Solutia's other
major stakeholders. A version of the Amended Plan Proposal, which
is the same in all material respects to the Amended Plan Proposal
provided to the Noteholders, is furnished hereunder as Exhibit
99.2.
o On December 8, 2006, Solutia made a presentation to the
Noteholders regarding the status of Solutia's efforts to obtain
proposals for the sale of the equity of reorganized Solutia (the
"Summary Update of the Status of the Sale Process"). A description
of the Summary Update of the Status of the Sale Process is
furnished hereunder as Exhibit 99.3.
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In connection with the previously announced fifth amendment to its
debtor in possession financing, in contemplation of a meeting with its
lenders, Solutia is hereby disclosing financial information, including actual
year to date financials through November 2006 and projected financials for the
month ended December 2006. A copy of this financial information is furnished
hereunder as Exhibit 99.4. The financial information includes projections
which have been reconciled with GAAP financial measures in the Reconciliation
provided in Exhibit 99.1.
CAUTIONARY AND FORWARD LOOKING STATEMENTS.
Solutia does not generally publicly disclose its strategic plans or
projections for its anticipated financial position or results of operations or
the other types of forward looking information contained in the Draft Business
Plan or the Amended Plan Proposal. Accordingly, the Draft Business Plan or the
Amended Plan Proposal furnished as part of this current report on Form 8-K,
remains in the form as was provided to the Noteholders on December 8, 2006 and
has not been updated to reflect actual results of operations, changes in
financial condition, changes in estimates, expectations or assumptions or
other circumstances arising and/or existing or to reflect the occurrence of
any unanticipated events in each case as of or through the date of this
current report on Form 8-K. Further, Solutia does not intend to update or
revise the Draft Business Plan or the Amended Plan Proposal provided to
Noteholders and furnished as part of this current report on Form 8-K to
reflect changes in future general economic, industry or chemicals category
conditions.
The Draft Business Plan and Amended Plan Proposal provided to
Noteholders and furnished as part of this current report on Form 8-K were not
prepared with a view toward general use, but rather were prepared for the
limited purpose of providing information to the Noteholders at a point in time
pursuant to the Undertaking. The data contained in the Draft Business Plan and
Amended Plan Proposal was provided as of December 8, 2006 and represented
Solutia's then forecasted expectations as described therein. The estimates and
assumptions underlying the Draft Business Plan, the Amended Plan Proposal, any
other prospective financial information or projections, are inherently subject
to significant economic and competitive uncertainties and contingencies, which
are difficult or impossible to predict accurately and are beyond the control
of Solutia. Accordingly, there can be no assurance that the results set forth
in the Draft Business Plan, the Amended Plan Proposal, any other prospective
financial information or projections, will be realized. It is likely that
there will be differences between actual and projected results, and actual
results may be materially higher or lower than those set forth above.
This report and the exhibits furnished hereto may contain
forward-looking statements, which can be identified by the use of words such
as "believes," "expects," "may," "will," "intends," "plans," "estimates" or
"anticipates," or other comparable terminology, or by discussions of strategy,
plans or intentions. These statements are based on management's current
expectations and assumptions about the industries in which Solutia operates.
Forward-looking statements are not guarantees of future performance and are
subject to significant risks and uncertainties that may cause actual results
or achievements to be materially different from the future results or
achievements expressed or implied by the forward-looking statements. These
risks and uncertainties include, but are not limited to, those described in
Solutia's most recent Annual Report on Form 10-K, under "Cautionary Statement
About Forward Looking
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Statements," Solutia's quarterly reports on Form 10-Q, and in filings with the
U.S. Bankruptcy Court in connection with the Chapter 11 case of Solutia Inc.
and 14 of its U.S. subsidiaries. These reports can be accessed through the
"Investors" section of Solutia's website at www.solutia.com. The bankruptcy
court filings can be accessed by visiting www.trumbullgroup.com. Solutia
disclaims any intent or obligation to update or revise any forward-looking
statements in response to new information, unforeseen events, changed
circumstances or any other occurrence.
LIMITATION ON INCORPORATION BY REFERENCE
In accordance with General Instruction B.2 of Form 8-K, the
information in this Form 8-K furnished pursuant to Item 7.01 shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Exchange Act or Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
Exhibit 99.1 Draft Business Plan, as provided to the Noteholders on December
8, 2006.
Exhibit 99.2 Amended Plan Proposal, as provided to the Noteholders on December
8, 2006.
Exhibit 99.3 Summary Update of the Status of the Sale Process, as provided to
the Noteholders on December 8, 2006.
Exhibit 99.4 Solutia Inc. financial information, including actual year to date
financials through November 2006 and projected financials for the month ended
December 2006.
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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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Rosemary L. Klein
Senior Vice President, General
Counsel and Secretary
DATE: December 28, 2006
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