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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): MARCH 3, 2005
INTERNATIONAL SPECIALTY HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
333-82822 22-3807354
(Commission File Number) (IRS Employer Identification No.)
300 DELAWARE AVENUE,SUITE 303
WILMINGTON, DELAWARE 19801
(Address of Principal Executive Offices) (Zip Code)
(302) 427-5715
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| 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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 3, 2005, International Specialty Holdings Inc. (the "Company")
issued a news release announcing its earnings for the fourth quarter and fiscal
year ended December 31, 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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99.1 News release dated March 3, 2005, regarding results of
operations for the fourth quarter and fiscal year ended
December 31, 2004.
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: March 3, 2005 By: /s/ Salvatore J. Guccione
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Name: Salvatore J. Guccione
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 News release issued March 3, 2005 regarding results of
operations for the fourth quarter and fiscal year ended
December 31, 2004.