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)
November 7, 2001
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RESOLUTION PERFORMANCE PRODUCTS, LLC
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(Exact name of registrant as specified in its charter)
Delaware 333-57170 76-0607613
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
RPP CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-57170-01 76-0660306
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1600 Smith Street, Suite 2416
Houston, Texas 77002
(Address of principal executive
offices including Zip Code)
(888) 949-2502
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(Registrant's telephone number,
including area code)
N.A.
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 7, 2001, Resolution Performance Products LLC (the
"Company") announced its intention to offer, together with RPP Capital
Corporation, its wholly-owned subsidiary ("RPP Capital"), up to $75 million
aggregate principal amount of 13 1/2% Senior Subordinated Notes Due 2010 (the
"Notes"). The Notes, together with the $200 million aggregate principal amount
of Notes which were originally issued on November 14, 2000, will be treated as a
single class of securities under the Indenture dated as of November 14, 2000
among the Company, RPP Capital and United States Trust Company of New York, as
trustee. The offering of the Notes will not be registered under the Securities
Act of 1933, as amended, and the Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. The net proceeds from the offering of the Notes are intended to be
used to repay borrowings under the Credit Agreement (the "Credit Agreement")
dated as of November 14, 2000 among the Company, RPP Capital, Resolution
Performance Products Inc. ("RPP Inc."), Resolution Nederland B.V. ("Resolution
Nederland" and, together with the Company, RPP Capital and RPP Inc., the
"Borrowers") and the various lenders party thereto.
On November 5, 2001, the Company and the other Borrowers
entered into the First Amendment to the Credit Agreement (the "Credit Agreement
Amendment"). The Credit Agreement Amendment, among other things, (i) permits the
Borrowers to issue the Notes so long as they use the net proceeds from the
offering of the Notes to prepay a portion of the term loans outstanding under
the Credit Agreement and (ii) will amend the financial covenants for future
periods, upon and subject to the issuance of $70 million aggregate principal
amount of the Notes. At September 30, 2001, the Company was in compliance with
each of the financial covenants under the credit agreement, without giving
effect to the Credit Agreement Amendment.
On November 7, 2001, the Company announced its preliminary
financial results for the third quarter ended September 30, 2001.
These events are the subject of press releases issued by the
Company on November 7, 2001, copies of which are attached hereto as Exhibits
99.1 and 99.2 and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
Exhibit No. Document
10.1 First Amendment to the Credit Agreement dated November 6, 2001.
99.1 Press Release dated November 7, 2001 announcing intention to
offer $75 million additional Senior Subordinated Notes.
99.2 Press Release dated November 7, 2001 announcing preliminary
third quarter results meet expectations of $38 MM EBITDA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
RESOLUTION PERFORMANCE PRODUCTS LLC
(Registrant)
Dated: November 7, 2001 By: /s/ J. Travis Spoede
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Name: J. Travis Spoede
Title: Executive Vice President and
Chief Financial Officer