UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 28, 2007
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))
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K/A is being filed
to update financial information primarily related to certain accounting
adjustments from Solutia Inc.'s ("Solutia") joint venture, Flexsys Holding BV,
which were made subsequent to the filing of Current Report on Form 8-K filed
on January 31, 2007. These adjustments affected Solutia's consolidated
financial statements on page 2 "Current Month Net Loss" and pages 5-9, for
Solutia Inc. of Exhibit 99, "Monthly Operating Report for the Month of
December 2006," to the Current Report on Form 8-K filed on January 31, 2007.
The corrected Monthly Operating Report is attached to this report as Exhibit
99.
ITEM 7.01. REGULATION FD DISCLOSURE
As previously reported, on December 17, 2003 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 January 31, 2007 Solutia filed with the Bankruptcy Court as
required by the Bankruptcy Code its monthly operating report for the period
December 1, 2006 through December 31, 2006 (the "Original Filing"). The
required Monthly Operating Report, which for convenience includes the entire
Original Filing, as adjusted for the correcting entries, is furnished
hereunder as Exhibit 99.
Cautionary Statements Regarding Financial and Operating Data
Solutia cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Reports, as
they were not prepared for the purpose of providing the basis for an
investment decision relating to any of the securities of any of Solutia or its
subsidiaries, or any other affiliate of Solutia. The Monthly Operating Reports
were not audited or reviewed by independent accountants, are as prescribed by
applicable bankruptcy laws, and are subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in Solutia's securities, the Monthly Operating
Reports are complete. The Monthly Operating Reports also contain information
for periods which are shorter or otherwise different from those required in
Solutia's reports pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and such information might not be indicative of
Solutia's financial condition or operating results for the period that would
be reflected in Solutia's financial statements or in its reports pursuant to
the Exchange Act. Results set forth in the Monthly Operating Reports should
not be viewed as indicative of future results.
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
Exhibit Number Description
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99 Amended Monthly Operating Statement for the
Month of December 2006.
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 28, 2007