UNITED STATES
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)
March 1, 2007
STERLING CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation
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000-50132
(Commission File No.)
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76-0502785
(IRS Employer
Identification No.) |
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333 Clay Street, Suite 3600
Houston, Texas
(Address of principal execute offices)
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77002-4109
(Zip Code) |
(713) 650-3700
(Registrant’s telephone number, including area code)
Not Applicable
(Former names 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01. Regulation FD Disclosure
Sterling Chemicals, Inc. (“Sterling”) commenced today a cash tender offer for any and all of
its outstanding 10% Senior Secured Notes due 2007 (CUSIP number
859166AA8) (the “Notes”). Sterling
has $100,579,000 million principal amount of Notes outstanding. Concurrently with the tender
offer, Sterling is soliciting consents from the holders of the Notes to amend the indenture under
which the Notes were issued.
The tender offer will expire at 12:00 midnight, New York City time, on March 28, 2007, unless
extended or earlier terminated by Sterling. The consent solicitation will expire at 5:00 p.m., New
York City time, on March 14, 2007 unless extended or earlier terminated by Sterling (the “Consent
Expiration Date”). Holders tendering their Notes on or prior to the Consent Expiration Date will
be required to consent to certain proposed amendments to the indenture governing the Notes and
related security documents, which will eliminate certain restrictive covenants and related
provisions.
The “Tender Offer Consideration” shall be the price equal to the principal amount of Notes
plus accrued but unpaid interest thereon to, but not including, the date of payment for the Notes
accepted for purchase pursuant to the offer (the “Payment Date”).
If the tender offer is consummated, a Consent Payment of $2.50 per $1,000 of principal amount
of Notes will be paid on the Payment Date to holders who tender their Notes and provide their
consents to the proposed indenture and related security documents amendments at or prior to 5:00
p.m., New York City time, on the Consent Expiration Date. Notes tendered and consents delivered at
or prior to 5:00 p.m., New York City time, on the Consent Expiration Date may not be withdrawn or
revoked after that time. Holders of Notes tendered after such date will not be eligible to receive
the Consent Payment. Instead, holders who validly tender their Notes after the Consent Expiration
Date will receive the Tender Offer Consideration for the Notes but not the Consent Payment. The
Tender Offer Consideration plus the Consent Payment is equal to the “Total Consideration.”
The Tender Offer Consideration for the Notes and any Consent Payments are expected to be paid
promptly following the expiration date for the tender offer. The terms of the tender offer and
consent solicitation, including the conditions to Sterling’s obligations to accept any Notes and
consents, and pay the Total Consideration, are set forth in Sterling’s Offer to Purchase and
Consent Solicitation Statement dated March 1, 2007. Two of the several conditions of the tender
offer are the receipt of consents in respect of a majority of the Notes and the close of a debt
financing resulting in net proceeds sufficient to finance the tender offer. Any or all of the
conditions of the tender offer may be waived by Sterling at any time in its sole discretion, and
Sterling may amend, extend or terminate the tender offer and consent solicitation at any time in
its sole discretion.
Questions or requests for assistance by noteholders may be directed to Sterling (telephone:
(713) 650-3700). Requests for documentation by noteholders may be directed to Georgeson Inc., the
information agent (telephone: (212) 440-9800 (for banks and brokers only) or (866) 835-1125 (for
all others toll-free)).