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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULES 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF AUGUST, 1998
P.T. POLYTAMA PROPINDO
MIDPLAZA 2 BUILDING, 20TH FLOOR
JALAN JEND. SUDIRMAN KAV, 10-11
JAKARTA 10220
INDONESIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F)
FORM 20-F [X] FORM 40-F [ ]
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
YES [ ] NO [X]
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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SUMMARY
On July 13, 1998, Polytama International Finance B.V. (the "Issuer") and
P.T. Polytama Propindo (the "Company") initiated a consent solicitation (the
"Consent Solicitation") to modify certain provisions of the Issuer's outstanding
$200,000,000 11 1/4% Notes due 2007 guaranteed by the Company (the "Notes"). On
July 28, 1998, the Company filed a Form 6-K with the documents used in
connection with the Consent Solicitation, which consisted of the Consent
Solicitation Statement, the revised Consent Form, Letters to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees and the Letter to Holders.
This Form 6-K is filed to include additional Consent Solicitation documents, as
follows:
1. Press release issued August 10, 1998 announcing the extension until
August 12, 1998 (unless further extended) of the expiration date (the
"Expiration Date") of the Consent Solicitation.
2. Supplement to the Consent Solicitation Statement dated August 13, 1998.
3. Press release issued August 13, 1998, announcing the extension of the
Expiration Date until August 27, 1998 (unless further extended) and the
distribution of the Supplement to the Consent Solicitation Statement.
If the modifications of the Notes are deemed to involve the issuance of a
new security, the Issuer and the Company are relying upon the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 3(a)(9) of the Securities Act.
A Form T-3 describing the exemption from the registration requirements
under Section 3(a)(9) was filed by both the Issuer and the Company with the
Securities Exchange Commission on July 13, 1998 (the "Application on Form T-3").
Amendment No. 1 to the Application on Form T-3 was filed on July 28, 1998
("Amendment No. 1"). Amendment No. 2 to the Application on Form T-3 was filed on
August 13, 1998 ("Amendment No. 2"). The Application on Form T-3, Amendment No.
1 and Amendment No. 2 are each incorporated herein by reference.
The Company's Annual Report on Form 20-F (the "20-F") should be read in
conjunction with the Consent Solicitation Statement. The 20-F was filed on June
30, 1998 and is also incorporated herein by reference.
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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, thereunto duly authorized.
P.T. POLYTAMA PROPINDO
(Registrant)
By: /s/ HORACIO U. MARASIGAN
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Name: Horacio U. Marasigan
Title: Director/Principal Financial
Officer
Date: August 7, 1998
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INDEX TO EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
Exhibit 1*: Press release issued August 10, 1998 announcing the
extension until August 12, 1998 (unless further extended) of
the expiration date (the "Expiration Date") of the Consent
Solicitation.
Exhibit 2*: Supplement to the Consent Solicitation Statement dated
August 13, 1998.
Exhibit 3*: Press release issued August 13, 1998 announcing the
extension of the Expiration Date until August 27, 1998
(unless further extended) and the distribution of the
Supplement to the Consent Solicitation Statement.
Exhibit 4: The Application on Form T-3, filed on July 13, 1998
(Commission File No. 022-22385), and incorporated herein by
reference.
Exhibit 5: Amendment No. 1, filed on July 28, 1998 (Commission File No.
022-22385), and incorporated herein by reference.
Exhibit 6: Amendment No. 2, filed on August 13, 1998 (Commission File
No. 022-22385), and incorporated herein by reference.
Exhibit 7: The Company's Annual Report on Form 20-F, filed on June 30,
1998 (Commission File No. 333-06854-01), and incorporated
herein by reference.
</TABLE>
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* Filed herewith. All other exhibits are incorporated herein by reference.
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EXHIBIT 1
FOR IMMEDIATE RELEASE
POLYTAMA PROPINDO AND POLYTAMA INTERNATIONAL EXTEND CONSENT SOLICITATION PERIOD
Jakarta, Indonesia (August 11, 1998) -- P.T. Polytama Propindo and Polytama
International Finance B.V. announced today that they are extending the
Expiration Date of their Consent Solicitation relating to $200 million principal
amount of 11 1/4% Guaranteed Secured Notes due 2007 issued by Polytama
International and guaranteed by Polytama Propindo to 5 p.m., New York City time,
August 12, 1998, unless further extended. The Consent Solicitation commenced on
July 13, 1998.
As of 5:00 p.m., New York City time, on August 10, 1998, consents had been
received from Holders of approximately $198 million principal amount of the
Notes, representing approximately 99% of the outstanding principal amount of the
Notes.
Polytama Propindo indicated that it understands that additional consents
have been initiated which it believes will be received by the new Expiration
Date.
Copies of the Consent Solicitation Statement may be obtained from the
Information Agent, Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey, 07072, Telephone: (201) 896-1900 or Toll Free (800)
346-7885, Facsimile: (201) 804-8693, Contact Persons: Paul Hebert or Chris Dowd.
P.T. Polytama Propindo is an Indonesian manufacturer of polypropylene with
facilities located in Balongan, West Java, Indonesia and Polytama International
Finance B.V. is its finance subsidiary.
For additional information, contact:
P.T. Polytama Propindo
Honggo Wendratno
Jakarta
Telephone No.: 62-21-570-4680
62-21-574-1169
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CONFIDENTIAL
SUPPLEMENT TO THE CONSENT SOLICITATION STATEMENT
POLYTAMA INTERNATIONAL FINANCE B.V.
P.T. POLYTAMA PROPINDO
SOLICITATION OF CONSENTS TO AMEND INDENTURE
RELATING TO
11 1/4% GUARANTEED SECURED NOTES DUE 2007
ISSUED BY
POLYTAMA INTERNATIONAL FINANCE B.V.
(US$200,000,000 PRINCIPAL AMOUNT OUTSTANDING)
IRREVOCABLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS, IF ANY, BY
P.T. POLYTAMA PROPINDO
THE CONSENT SOLICITATION, AS SUPPLEMENTED AND AMENDED, WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 27, 1998, UNLESS EXTENDED (AS SO EXTENDED, THE
"EXPIRATION DATE"). IF THE REQUISITE CONSENTS WITH RESPECT TO THE CONSENT
SOLICITATION HAVE NOT BEEN RECEIVED BY 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE, THE ISSUER MAY EXTEND THE CONSENT SOLICITATION FOR A SPECIFIED
PERIOD OR ON A DAILY BASIS UNTIL THE REQUISITE CONSENTS HAVE BEEN RECEIVED.
This Supplement to the Consent Solicitation Statement (the "Supplement")
supplements and amends, to the extent set forth below, the Consent Solicitation
Statement dated July 13, 1998 (the "Consent Solicitation Statement") pursuant to
which Polytama International Finance B.V. (the "Issuer") and P.T. Polytama
Propindo (the "Guarantor") are presently soliciting the consents (the
"Consents") of holders of record (the "Holders") as of July 9, 1998 (the "Record
Date") of the Issuer's 11 1/4% Guaranteed Secured Notes due 2007 (the "Notes"),
which Notes are irrevocably and unconditionally guaranteed as to payment of
Principal, Premium, Interest and Additional Amounts, if any, by the Guarantor,
to certain amendments (the "Proposed Amendments") to the indenture governing the
Notes (the "Indenture") under which The Bank of New York is the Trustee (the
"Trustee"). EXCEPT AS SET FORTH HEREIN, THE TERMS AND CONDITIONS OF THE CONSENT
SOLICITATION REMAIN AS SET FORTH IN THE CONSENT SOLICITATION STATEMENT.
Unless otherwise defined, capitalized terms used herein have the same
meanings as provided in the Consent Solicitation Statement.
EXTENSION OF EXPIRATION DATE
The Issuer hereby extends the Expiration Date to 5:00 p.m., New York City
time, on August 27, 1998, unless the Issuer, in its sole discretion, extends
such Expiration Date, in which event the term "Expiration Date" means the latest
date and time to which the Expiration Date is so extended.
As of 9:00 a.m., New York City time, on August 13, 1998, Consents have been
received from Holders of $199,165,000 principal amount of the Notes,
representing approximately 99.6% of the outstanding principal amount of the
Notes.
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IMPLEMENTATION OF PROPOSED AMENDMENTS; AMENDMENT OF "REQUISITE CONSENTS"
Under the terms of the Indenture and the Requisite Consent Condition stated
in the Consent Solicitation Statement, Holders of Notes must deliver (and not
revoke) valid consents in respect of 100% in aggregate principal amount of the
Notes outstanding as of the Record Date in order to approve the Proposed
Amendments. The failure of any Holder to deliver a consent will have the same
effect as if such Holder had not consented to the Proposed Amendments.
In this regard, the Issuer and the Guarantor have recognized the
possibility that a small percentage of the Holders may not be located or
otherwise respond affirmatively by the Expiration Date and that this could
prevent the taking of the actions described in the Consent Solicitation
Statement, in spite of the approval of such actions by Holders of an
overwhelming percentage of the principal amount of Notes.
With the foregoing in mind, the Issuer, the Guarantor and, subject to the
satisfaction of the conditions set forth in the following paragraph, the
Trustee, have agreed to execute the First Supplemental Indenture and to effect
the payments contemplated by the Proposed Amendments, in the event that Consents
have been obtained (and not revoked) by the Expiration Date from the Holders of
not less than US$199,000,000 in aggregate principal amount of the Notes
outstanding, which amount represents 99.5% of the outstanding principal amount
of such Notes. In this regard, the definition of "Requisite Consents" as used in
the Consent Solicitation is amended to mean the consent of Holders of not less
than 99.5% of the aggregate principal amount of the Notes outstanding as of the
Record Date. Although Requisite Consents in excess of the amount referred to
above had been received as of 9:00 a.m., New York City time, on August 13, 1998,
the Issuer and the Guarantor have determined that, in accordance with applicable
United States federal securities laws, the consent solicitation period should
remain open until the new Expiration Date in order for Holders to consider the
amendment and other arrangements described in this Supplement. To facilitate
such consideration, the right of revocation set forth in the Consent
Solicitation Statement shall remain in effect until the earlier of 12:00
midnight, New York City time, on August 26, 1998 or the receipt of Consents of
Holders of 100% of the aggregate principal amount of the Notes outstanding as of
the Record Date.
As a condition to the Trustee's execution of the First Supplemental
Indenture under the circumstances set forth in the preceding paragraph, the
Issuer, the Guarantor and the Trustee shall enter into an Indemnity Agreement
pursuant to which (i) the Issuer and the Guarantor shall be obligated, jointly
and severally, to reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including the reasonable
compensation and expenses, disbursements and advances, if any, of the Trustee's
agents, counsel, accountants and experts, in connection with or arising out of
the Consent Solicitation and the execution of and performance of its duties
under the First Supplemental Indenture; and (ii) the Issuer and the Guarantor
shall indemnify the Trustee (jointly and severally) against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with any claims made by or liabilities to the Holders of Notes that failed to
deliver consents by the Expiration Date. The Indemnity Agreement shall also
provide that, in order to secure the Issuer's and the Guarantor's payment
obligations thereunder, the Trustee shall have a Lien prior to the Notes on all
money or property held or collected by the Trustee other than money or property
held in trust to pay principal of and interest on particular Notes.
In addition, in order to provide additional and more immediately available
security for their indemnity obligations, the Issuer and the Guarantor, using
the Guarantor's unrestricted cash, shall deposit with the Trustee, on or prior
to the execution of the First Supplemental Indenture, cash or equivalent
collateral acceptable to the Trustee in the amount of 150% of the principal
amount of Notes for which a consent has not been received by the Expiration
Date.
Under the Indemnity Agreement, unless the Trustee elects to defend itself,
the Issuer and the Guarantor shall be obligated to defend claims against the
Trustee. In the defense of such claims, if any, the Issuer and the Guarantor may
have the opportunity to purchase the Notes of some or all of the Holders that
have failed to provide consents by the Expiration Date, which opportunity the
Issuer and the Guarantor shall be free to pursue. In the event any such purchase
is made, the Issuer and Guarantor shall retain any Notes so purchased and, as
Holders, shall agree to abide by the terms of the Indenture as amended by the
First Supplemental Indenture.
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Any holder of Notes that has provided or provides a Consent shall be deemed
to have consented to the terms of the Consent Solicitation Statement as amended
by this Supplement and shall thereby waive any claims, if any, such Holder may
have against the Issuer, the Guarantor or the Trustee arising out of the
transactions contemplated hereunder.
In connection with the foregoing, attention is drawn to text included in
the Consent Form as a requirement of the Trustee pursuant to Section 9.06 of the
Indenture which provides in pertinent part that, "In signing [an]
amendment . . . the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it . . ." The pertinent text is as follows:
"The giving of consent by a Holder shall constitute a direction
and instruction by such Holder to the Trustee to enter into the
Supplemental Indenture and to take the other actions
contemplated by the Consent Solicitation Statement. . . .
With respect to actions taken in accordance with and pursuant to
this Consent, the Holder hereby agrees to, and shall, indemnify
the Trustee and each director, officer and employee of the
Trustee (the Trustee and each such other person being an
"Indemnified Person") on demand for, and to indemnify and hold
harmless each such Indemnified Person from and against, without
limitation, any and all losses, liabilities, judgments, claims,
causes of actions, costs and expenses (including fees and
disbursements of legal counsel)(collectively referred to herein
as "Losses") incurred or suffered by an Indemnified Person in
any way, directly or indirectly, arising out of, related to, or
connected with the compliance by the Trustee or any other
Indemnified Person with this Consent or the taking of action in
accordance with this Consent or with entering into the
Supplemental Indenture.
The Holder agrees that (i) the terms of this Consent and the
Indemnity contained herein will be governed by and construed in
accordance with the substantive laws (and not the choice of law
rules) of the State of New York and (ii) all actions and
proceedings relating to or arising from, directly or indirectly,
this Consent and the Indemnity contained herein may be brought
by an Indemnified Person in courts located within the State of
New York.
This indemnity shall survive the termination of the Indenture
and any resignation of the Trustee."
Notwithstanding this Supplement, the Issuer and the Guarantor fully intend
to continue in their efforts to obtain the Consents of Holders of 100% of the
aggregate principal amount of the Notes.
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THE DATE OF THIS SUPPLEMENT IS AUGUST 13, 1998.
NEITHER THE ISSUER NOR THE GUARANTOR HAS AUTHORIZED ANY PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THIS SUPPLEMENT OTHER
THAN AS SET FORTH HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER
OR THE GUARANTOR. THE DELIVERY OF THIS SUPPLEMENT SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AFTER THE DATE HEREOF.
The Issuer and Guarantor will not print and distribute new documents
reflecting these changes. A Holder should use the originally distributed revised
"yellow" Consent Form to the Proposed Amendments.
Any questions or requests for assistance regarding this Supplement or the
Consent Solicitation, and any request for additional copies of this Supplement,
the Consent Solicitation Statement, and the revised Consent Form, may be
directed to the Information Agent at its telephone numbers and location set
forth below. For assistance in completing the forms, you may also contact the
Information Agent at the telephone numbers and location set forth below.
The Information Agent:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072
Telephone: (201) 896-1900 or Toll Free (800) 346-7885
Facsimile: (201) 804-8693
Contact Persons: Paul Hebert or Chris Dowd
iv
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For Immediate Release
Polytama Propindo and Polytama International Extend Consent Solicitation Period
Jakarta, Indonesia (August 13, 1998) - P.T. Polytama Propindo and Polytama
International Finance B.V announced today that they are extending the Expiration
Date of their Consent Solicitation relating to $200 million principal amount of
11 1/4% Guaranteed Secured Notes due 2007 issued by Polytama International and
guaranteed by Polytama Propindo to 5 p.m., New York City time, August 27, 1998,
unless further extended. The Consent Solicitation commenced on July 13, 1998.
As of August 13, 1998, consents had been received from Holders of $199,165,000
principal amount of the Notes, representing approximately 99.6% of the
outstanding principal amount of the Notes.
In addition to extending the Expiration Date, Polytama International and
Polytama Propindo are also amending the Consent Solicitation to change for
purposes of the Consent Solicitation the definition of Requisite Consents from
100% to 99.5%. This change is included in a Supplement to the Consent
Solicitation Statement being sent to all Noteholders today.
Copies of the Consent Solicitation Statement and the Supplement being sent today
may be obtained from the Information Agent, Corporate Investor Communications,
Inc., 111 Commerce Road, Carlstadt, New Jersey 07072, Telephone: (201) 896-1900
or Toll Free (800) 346-7885, Facsimile: (201) 804-8693, Contact Persons: Paul
Hebert or Chris Dowd.
This press release in neither an offer to purchase nor an offer to sell
securities. The Consent Solicitation is made only pursuant to the Consent
Solicitation Statement and the Supplement thereto.
P.T. Polytama Propindo is an Indonesian manufacturer of polypropylene with
facilities located in Balongan, West Java, Indonesia and Polytama International
Finance B.V. is its finance subidiary.
For Additional Information, contact:
P.T. Polytama Propindo
Honggo Wendratno
Jakarta
Telephone No.: 62-21-570-4680
62-21-574-1169
