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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): OCTOBER 15, 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 FILE NUMBER) (IRS EMPLOYER 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 17, 2003, Solutia, Inc. ("Solutia") and its fourteen U.S.
subsidiaries (collectively, the "Debtors") filed voluntary petitions for
relief under Chapter 11 of title 11 of the United States Code (the "Bankruptcy
Code") in the United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court"). The Debtors' chapter 11 cases were consolidated
for the purpose of joint administration and were assigned the lead case number
03-17949 (PCB).
On October 15, 2007, the Debtors filed with the Bankruptcy Court: (a)
the Debtors' Fifth Amended Joint Plan of Reorganization pursuant to Chapter 11
of the Bankruptcy Code (the "Plan") and (b) the Debtors' Fifth Amended
Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code (the
"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
(d) Exhibits
Exhibit Number Description
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99.1 Debtors' Fifth Amended Disclosure Statement Pursuant to
Section 115 of the Bankruptcy Code including the
following exhibits:
Exhibit A Debtors' Fifth Amended Joint Plan of
Reorganization Pursuant to Chapter 11 of
the Bankruptcy Code (Incorporated by
reference to Exhibit 99.2 herein)
Exhibit B Disclosure Statement Order
Exhibit C Reorganized Debtors' Projections
Exhibit D Reorganized Debtors' Valuation Analysis
Exhibit E Liquidation Analysis
Exhibit F Reconciliation of EBITDAR to GAAP Net Income
Exhibit G Valuation Summary (Incorporated by
reference to Exhibit 99.2 of Solutia Inc.'s
Form 8-K, dated April 27, 2007)
Exhibit H Certain Litigation Involving Monsanto
and/or Pharmacia
99.2 Debtors' Fifth Amended Joint Plan of Reorganization
Pursuant to Chapter 11 of the Bankruptcy Code including
the following exhibits:
Exhibit A Monsanto Settlement Agreement
Exhibit B First Amended and Restated Retiree
Settlement Agreement
Exhibit K Plan Support Agreement
Exhibit P Commitment Agreement
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: October 19, 2007
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99.1 Debtors' Fifth Amended Disclosure Statement Pursuant to
Section 115 of the Bankruptcy Code including the
following exhibits:
Exhibit A Debtors' Fifth Amended Joint Plan of
Reorganization Pursuant to Chapter 11 of
the Bankruptcy Code (Incorporated by
reference to Exhibit 99.2 herein)
Exhibit B Disclosure Statement Order
Exhibit C Reorganized Debtors' Projections
Exhibit D Reorganized Debtors' Valuation Analysis
Exhibit E Liquidation Analysis
Exhibit F Reconciliation of EBITDAR to GAAP Net Income
Exhibit G Valuation Summary (Incorporated by
reference to Exhibit 99.2 of Solutia Inc.'s
Form 8-K, dated April 27, 2007)
Exhibit H Certain Litigation Involving Monsanto
and/or Pharmacia
99.2 Debtors' Fifth Amended Joint Plan of Reorganization
Pursuant to Chapter 11 of the Bankruptcy Code including
the following exhibits:
Exhibit A Monsanto Settlement Agreement
Exhibit B First Amended and Restated Retiree
Settlement Agreement
Exhibit K Plan Support Agreement
Exhibit P Commitment Agreement