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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): August 22, 2000
ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-14601 06-1526315
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
501 Merritt 7, Norwalk, CT 06851
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 229-2900
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 6, 2000, it was announced that Arch Chemicals UK Holdings Limited
("Arch UK"), a newly formed, wholly-owned, indirect subsidiary of Arch
Chemicals, Inc. ("Arch"), was making a formal cash offer (the "Offer") to
acquire the entire issued and to be issued share capital of Hickson
International PLC ("Hickson"). The offer, which was unanimously recommended by
Hickson's Board of Directors, was for (Pounds)0.55 (as of August 28, 2000,
U.S.$0.81 equivalent) in cash for each Hickson share. Arch will also assume
Hickson's net debt of approximately (Pounds)33 million (approximately U.S.$50
million). The purchase is to be financed principally from a Revolving Credit
Agreement, dated as of July 5, 2000 among Arch, Arch UK, the Lenders Party
thereto and The Chase Manhattan Bank, as Administrative Agent. On August 3,
2000, the Offer was declared unconditional as to acceptances and on August 22,
2000 the Offer was declared wholly unconditional pursuant to the Offer Document.
In total, as of August 22, 2000, Arch UK had valid acceptances for Hickson
shares totaling 164,840,068, representing approximately 94% of the issued share
capital of Hickson. Payment for the shares validly accepted prior to becoming
wholly unconditional will be posted on or before September 5, 2000. Arch UK has
begun the compulsory acquisition process under UK law to acquire all of
remaining issued Hickson shares not tendered in the Offer.
Hickson is a London Stock Exchange listed company whose principal
activities are the manufacture and supply of specialty chemical products.
Hickson's operations are organized into two divisions: the Protection and
Coatings Division and the Organic Chemicals Division. The Protection and
Coatings Division is organized into two business groups: Timber Protection and
Furniture Coatings. Timber Protection specializes in the protective treatment of
timber against decay, insect attack and fire damage and principally comprises
Hickson Corporation, Hickson Timber Products and Koppers-Hickson. Furniture
Coatings develops, manufactures and markets paints, stains and surface finishes
and comprises Hickson Coatings Italia, Hickson Coatings France, Hickson Coatings
UK, Hickson Coatings Espana and Hickson Coatings Far East.
The Organic Chemicals Division comprises three businesses: Hickson &
Welch, Ashwood Chemical and Hickson DanChem. Hickson & Welch produces chemical
intermediates for use in the color chemistry market and provides a custom
manufacturing service to global chemical, agrochemical and industrial companies.
Ashwood Chemicals produces intermediate chemicals used in the pharmaceuticals
industry to produce generic and prescription drugs. Hickson DanChem provides
custom manufacturing services for manufacturers of consumer and industrial
products in the U.S. Arch previously announced that the Organic Chemical
Division is not a strategic fit and as such Arch intends to divest this Division
within 12 months following completion of the acquisition.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Hickson International PLC
The financial statements required under this Item are not included in
this report. The required financial statements will be filed at the
earliest possible date and, in any event, no later than November 6,
2000.
(b) Unaudited Pro Forma Financial Information
The pro forma financial information required under this Item is not
included in this report. The required pro forma financial information
will be filed at the earliest possible date and, in any event, no later
than November 6, 2000.
(c) Exhibits.
None.
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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 hereunto duly authorized.
Date: August 31, 2000
ARCH CHEMICALS, INC.
Louis S. Massimo
By: _______________________________
Name: Louis S. Massimo
Title: Vice President and Chief
Financial Officer
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