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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDED CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 8, 1999
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GEO SPECIALTY CHEMICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 333-70011 34-1708689
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
28601 Chagrin Boulevard, Suite 210
Cleveland, Ohio 44122
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(Address of Principal Executive Offices) (Zip Code)
216-464-5564
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(Registrant's Telephone Number, Including Area Code)
N/A
____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 8, 1999, GEO acquired, through its newly-formed and
wholly-owned French subsidiary GEO Holdings (Europe) SARL, a gallium extraction
and purification business from Rhodia Chimie S.A. ("Rhodia") for the French
franc equivalent of approximately US $23,300,000, less the amount of debt for
borrowed money of the acquired business. The purchase price is subject to a
post-closing adjustment based on the change in equity of the business from
December 31, 1998 until September 1, 1999. The acquired business provides
various grades of gallium to the semi-conductor market for applications in
optoelectronics (light emitting diodes) systems and telecommunications. The
purchase price of the acquired business was arrived at through arms-length
negotiations between GEO and Rhodia.
The acquisition was structured as a purchase of the shares of a French
subsidiary of Rhodia, named Rhod Six S.A., which owns both the French operating
assets of a gallium purification business located in Salindres, France and the
shares of a German corporation, named Ingal Stade GmbH, with gallium extraction
operations in Stade, Germany. The name of Rhod Six S.A. was changed on the date
of the closing to GEO Gallium S.A. The management team of GEO Gallium S.A. will
be headquartered in Paris, France.
The source of the funds used to purchase the acquired business was GEO's
existing senior revolving credit facility, with various financial institutions
and Bankers Trust Company, as the administrative agent, which was amended on
September 3, 1999 in order to facilitate the acquisition. The funds obtained by
GEO from its senior revolving credit facility were advanced to GEO Holdings
(Europe) SARL through a number of inter-company transactions.
As part of the acquisition, GEO was also granted a three year option to
acquire an Australian subsidiary of Rhodia, named Rhodia Pinjarra Pty Ltd.,
which owns a currently dormant gallium extraction facility near Pinjarra,
Australia. The exercise price under the option is the French franc equivalent of
approximately US $1,600,000. The exercise price is subject to a post-closing
adjustment based on the change in equity of the Australian business from
December 31, 1998 until the closing of the purchase of the shares.
ITEM 5. OTHER EVENTS.
In connection with the consummation of the acquisition described above, GEO
entered into an amended and restated credit agreement with its existing senior
lenders, which includes various financial institutions and Bankers Trust
Company, as the administrative agent, increasing the availability under its
senior revolving credit facility from $25.0 million to $45.0 million. GEO's
ability to draw funds under the senior revolving credit facility is subject to,
in addition to the restrictions contained in the amended and restated credit
agreement, a number of restrictions contained in the indenture governing GEO's
currently outstanding $120.0 million in aggregate principal amount of 10 1/8%
Senior Subordinated Notes due 2008. The obligations of GEO under the senior
revolving credit facility remain secured by a first priority security interest
on all tangible and intangible assets of GEO, including GEO's ownership
interests in its subsidiaries. In addition, the senior revolving credit facility
remains senior in right of payment to GEO's outstanding Senior Subordinated
Notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The following financial statements of Rhodia Gallium, a business
unit of Rhodia Chimie S.A., are filed in Exhibit 99.1 to this Form 8-K/A
Amended Report:
Report of Independent Auditors
Combined Balance Sheets of Rhodia Gallium as of December 31, 1998 and
1997 and August 31, 1999
Combined Statements of Operations of Rhodia Gallium for the years
ended December 31, 1998 and 1997 and the periods ended August 31, 1999
and 1998
Combined Statements of Equity and Comprehensive Income of Rhodia
Gallium for the years ended December 31, 1998 and 1997 and the period
ended August 31, 1999
Combined Statements of Cash Flows of Rhodia Gallium for the years
ended December 31, 1998 and 1997 and the periods ended August 31, 1999
and 1998
Notes to Combined Financial Statements of Rhodia Gallium
(b) The following unaudited pro forma financial information of GEO, reflecting
the acquisition of the Rhodia Gallium business on September 8, 1999 and the
TRIMET Technical Products Division of Mallinckrodt Inc. on July 31, 1998,
is filed in Exhibit 99.2 to this Form 8-K/A Amended Report:
Unaudited Pro Forma Condensed Combined Statement of Operations for the
year ended December 31, 1998.
Unaudited Pro Forma Condensed Combined Statement of Operations for the
nine months ended September 30, 1999.
The unaudited pro forma condensed combined statements of operations should
be read in conjunction with the historical financial statements of GEO and
TRIMET and the notes thereto, which are included in GEO's Registration Statement
on Form S-1 filed with, and declared effective by, the Securities and Exchange
Commission on May 14, 1999, and the historical financial statements of Rhodia
Gallium and the notes thereto included in Exhibit 99.1 to this Form 8-K/A
Amended Report.
The unaudited pro forma condensed combined statements of operations are not
necessarily indicative of the results that would have occurred in the periods
shown if the TRIMET and Rhodia Gallium acquisitions had been effected on the
dates assumed in such statements or that will occur in the current year or any
future period.
(c) The following are filed as exhibits to this Form 8-K/A Amended Report:
2.1 Stock Purchase Agreement, dated August 6, 1999, by and between GEO
Specialty Chemicals, Inc. and Rhodia Chimie S.A. (incorporated by reference to
Exhibit 2.1 of the Form 8-K of GEO Specialty Chemicals, Inc. filed on September
23, 1999).
10.1 Credit Agreement, dated March 25, 1997 and amended and restated as
of July 31, 1998 and further amended and restated as of September 3, 1999, by
and among GEO Specialty Chemicals, Inc., various financial institutions and
Bankers Trust Company, as the administrative agent (incorporated by reference
to Exhibit 10.1 of the Form 8-K of GEO Specialty Chemicals, Inc. filed on
September 23, 1999).
23.1 Consent of Crowe, Chizek and Company LLP, independent auditors.
99.1 Financial Statements listed under Item 7(a) of this Form 8-K/A
Amended Report, including the report of Crowe, Chizek and Company LLP.
99.2 Unaudited Pro Forma Financial Information listed under Item 7(b) of
this Form 8-K/A Amended Report.
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 hereunto duly authorized.
GEO SPECIALTY CHEMICALS, INC.
Date: November 22, 1999 By: /s/ William P. Eckman
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William P. Eckman, Executive Vice
President and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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2.1 Stock Purchase Agreement, dated August 6, 1999, by and
between GEO Specialty Chemicals, Inc. and Rhodia Chimie S.A.
(incorporated by reference to Exhibit 2.1 of the Form 8-K of GEO
Specialty Chemicals, Inc. filed on September 23, 1999).
10.1 Credit Agreement, dated March 25, 1997 and amended and restated as of
July 31, 1998 and further amended and restated as of September 3,
1999, by and among GEO Specialty Chemicals, Inc., various financial
institutions and Bankers Trust Company, as the administrative agent
(incorporated by reference to Exhibit 10.1 of the Form 8-K of GEO
Specialty Chemicals, Inc. filed on September 23, 1999).
99.1 Financial Statements listed under Item 7(a) of this Form 8-K/A Amended
Report, including the report of Crowe, Chizek and Company LLP.
99.2 Unaudited Pro Forma Financial Information listed under Item 7(b) of
this Form 8-K/A Amended Report.