===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 1, 2003
INTERNATIONAL SPECIALTY HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-82822 22-3807354
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
300 Delaware Avenue, Suite 303
Wilmington, Delaware 19801
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (302) 427-5715
===============================================================================
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
- -------------- -----------
99.1 News release issued August 1, 2003 regarding results
of operations for the quarterly period ended
June 29, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 1, 2003, International Specialty Holdings Inc. (the
"Company") issued a news release announcing its earnings for the quarterly
period ended June 29, 2003. A copy of the news release is furnished herewith as
Exhibit 99.1.
The news release contains information regarding non-GAAP financial
measures. As used herein, "GAAP" refers to accounting principles generally
accepted in the United States of America. We use non-GAAP financial measures to
eliminate the effect of certain other operating gains and charges on reported
operating income. The non-GAAP financial measures are provided to assist the
reader in better understanding our operational performance. The non-GAAP
financial measures included in our news release have been reconciled to the most
directly comparable GAAP financial measure as is required under Regulation G
regarding the use of such financial measures. These non-GAAP measures should be
considered in addition to, and not as a substitute, or superior to, operating
income or other measures of financial performance in accordance with generally
accepted accounting principles.
This information is being furnished to the Commission and is not
"filed" pursuant to Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is not incorporated by reference in any filing
under the Securities Act of 1933, as amended or the Exchange Act, except as
shall be set forth by specific reference in such a filing. Additionally, the
submission of this report on Form 8-K is not an admission as to the materiality
of any information in this 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.
INTERNATIONAL SPECIALTY HOLDINGS INC.
Dated: August 6, 2003 By: /s/ Neal E. Murphy
---------------------------
Name: Neal E. Murphy
Title: Senior Vice President and
Chief Financial Officer
2
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 News release issued August 1, 2003 regarding
results of operations for the quarterly period ended
June 29, 2003.
3