===============================================================================
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 3, 2004
INTERNATIONAL SPECIALTY HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-82822 22-3807354
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 3, 2004, International Specialty Holdings Inc. (the
"Company") issued a news release announcing its earnings for the second quarter
ended July 4, 2004. A copy of the news release is being furnished herewith as
Exhibit 99.1.
The news release contains information regarding non-GAAP financial
measures. As used herein, "GAAP" refers to U.S. generally accepted accounting
principles. The Company uses 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 3, 2004 By: /s/ Kenneth M. McHugh
---------------------
Name: Kenneth M. McHugh
Title: Vice President and
Controller
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 News release issued August 3, 2004 regarding results
of operations for the second quarter ended July 4, 2004.