STERLING CHEMICALS HOLDINGS INC /TX/
8-K, 1996-12-26
INDUSTRIAL ORGANIC CHEMICALS
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<PAGE>
 
                       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)
                                December 23, 1996
                           ----------------------------------



                        STERLING CHEMICALS HOLDINGS, INC.
                  ---------------------------------------------------
             (Exact name of registrant as specified in its charter)



        Delaware                   1-10059                   76-0185186
- ------------------------  -------------------------  --------------------------
(State of Incorporation)  (Commission File Number)     (IRS Employer 
                                                         Identification No.)



                         1200 Smith Street, Suite 1900
                                   Houston, Texas              77002-4312
            --------------------------------------------------------------
             (Address of principal executive offices)   (Zip Code)



Registrant's telephone number, including area code       (713) 650-3700
                                                   --------------------------
<PAGE>
 
ITEM 5.  OTHER EVENTS.

          On December 23, 1996, Sterling Chemicals Holdings, Inc. (the
"Company") entered into a definitive agreement to purchase the acrylic fiber
business of Cytec Industries Inc.  The information set forth in the Company's
press release dated December 24, 1996, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K, is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)     Exhibits
                 --------

                 99.1   Press Release dated December 24, 1996.

                                      -2-
<PAGE>
 
                                   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.


Date: December 26, 1996                STERLING CHEMICALS HOLDINGS, INC.



                                       By:/s/ Robert W. Roten
                                          -------------------------------
                                          Robert W. Roten
                                          President and Chief Executive Officer

                                      -3-
<PAGE>
 
                                 EXHIBIT INDEX


EXHIBIT
NUMBER    DESCRIPTION OF EXHIBIT
- ------    ----------------------

99.1      Press Release dated December 24, 1996.

<PAGE>
 
FOR IMMEDIATE RELEASE                                    Contact:
                                                         Joe Baj (713) 654-9506


                STERLING CHEMICALS HOLDINGS AGREES TO PURCHASE 
                 ACRYLIC FIBER BUSINESS FROM CYTEC INDUSTRIES

     Houston, Texas, December 24, 1996.....Sterling Chemicals Holdings, Inc.
(OTC:STXX) announced today that the Company has entered into a definitive
agreement to purchase the acrylic fiber business of Cytec Industries Inc.
Financial terms of the transaction were not disclosed.  The transaction is
expected to be consummated during the first quarter of calendar year 1997 and is
subject to customary closing conditions.  The acquisition will be financed with
a combination of debt and new equity.

     The acrylic fiber manufacturing facility is located near Pensacola,
Florida.  The business also has sales offices located in Charlotte, North
Carolina and West Paterson, New Jersey, as well as a research office located in
Stamford, Connecticut.  The business has approximately 300 direct employees, all
of whom will be retained after the transaction closes.  Revenues for the acrylic
fiber business for calendar year 1996 are expected to be approximately $140
million.

     "As a part of our commitment to enhancing shareholder value, we are pleased
to announce the first step in our acquisition strategy," said Mr. Frank P.
Diassi, Chairman of the Board of Sterling Chemicals Holdings.  "This acrylic
fiber business has a cost-competitive facility and a strong market position in
North America," he said.

     "We anticipate that the acrylic fiber business will enhance the Company's
product mix, and that its more stable cash flow should offset some of the
volatility of the Company's more cyclical petrochemical products.  We also
expect the acquisition to be accretive to earnings and strengthen our financial
position," Mr. Diassi added.
                                     (more)
<PAGE>
 
Page 2


     Based in Houston, Texas, Sterling Chemicals Holdings, Inc. is a holding
company that, through its operating subsidiaries, manufactures petrochemicals
and pulp chemicals and provides large-scale chlorine dioxide generators to the
pulp and paper industry.  The Company's existing petrochemical plant is located
in Texas City, Texas, and its pulp chemical plants are in four locations in
Canada and, commencing in January 1997, in Valdosta, Georgia.

     Certain statements in this news release regarding the acquisition of the
acrylic fiber business, the Company's acquisition strategy, and future
expectations of the performance of the acrylic fiber business and its effects on
the Company's results of operations may be regarded as "forward looking
statements" within the meaning of the Securities Litigation Reform Act.  Such
statements are subject to various risks, including the Company's high financial
leverage, the cyclical nature of the markets for the Company's products, and the
volatility of prices for the Company's products and raw materials, as well as
other risks discussed in detail in the Company's SEC filings, including the
Annual Report on Form 10-K for the year ended September 30, 1996.  Actual
outcomes may vary materially.
                                      ###


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