STERLING CHEMICALS HOLDINGS INC /TX/
8-K, 1997-04-10
INDUSTRIAL ORGANIC CHEMICALS
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                                  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): April 8, 1997

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

<TABLE>
<S>                                           <C>                                <C>    

               Delaware                                1-00059                                76-0185186
    (State or other jurisdiction of            (Commission File Number)          (I.R.S. Employer Identification No.)
    incorporation or organization)
</TABLE>

                          1200 Smith Street, Suite 1900
                            Houston, Texas 77002-4312
                                 (713) 650-3700
                              (Address of principal
                                executive offices
                                  and zip code)

                                 (713) 650-3700
                         (Registrant's telephone number,
                              including area code)

                            STERLING CHEMICALS, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                            <C>                               <C>   

               Delaware                              333-04343-01                             76-0502785
    (State or other jurisdiction of            (Commission File Number)          (I.R.S. Employer Identification No.)
    incorporation or organization)
</TABLE>

                          1200 Smith Street, Suite 1900
                            Houston, Texas 77002-4312
                                 (713) 650-3700
                              (Address of principal
                                executive offices
                                  and zip code)
                                 (713) 650-3700
                         (Registrant's telephone number,
                              including area code)

                      ------------------------------------


================================================================================





<PAGE>



ITEM 5. OTHER EVENTS

         The  press  release  issued on April 8,  1997,  by  Sterling  Chemicals
Holdings, Inc., is filed as Exhibit 99.1 to this Current Report on Form 8-K, and
the contents of such Exhibit are incorporated herein by reference.

ITEM 7.  EXHIBITS

         Exhibit 99.1 -- Press Release dated April 8, 1997.


                                       -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 hereunto duly authorized.


                                  STERLING CHEMICALS HOLDINGS, INC.
                                  STERLING CHEMICALS, INC.
                                  (Registrants)

Date: April 9, 1997

                                  By:  /s/ Jim P. Wise
                                      ------------------------------   
                                         Jim P. Wise
                                         Vice President-Finance and
                                         Chief Financial Officer







                                                                Exhibit 99.1

FOR IMMEDIATE RELEASE                               For Additional Information:
                                                    Jim P. Wise (713) 650-3700


                            STERLING CHEMICALS, INC.
                     COMPLETES $150,000,000 PRIVATE OFFERING

          Houston,  Texas, April 8, 1997 . . . . . Sterling Chemicals  Holdings,
Inc.  (OTC:STXX)  announced  today that its wholly  owned  subsidiary,  Sterling
Chemicals,  Inc.  ("Sterling") has completed a private offering in the amount of
$150,000,000 of 11 1/4% Senior  Subordinated  Notes Due 2007 (the "Notes").  The
Notes  are  unsecured  senior  subordinated  obligations  of  Sterling,  ranking
subordinate  in right of  payment to all  existing  and  future  senior  debt of
Sterling,  but pari passu with Sterling's 11 3/4% Senior  Subordinated Notes Due
2006 and all future senior subordinated indebtedness. 

          The net proceeds from the Notes  offering were used to prepay  amounts
outstanding  under  Sterling's term loan facilities with certain senior lenders.
The  prepayment  was  made  in a  manner  that  significantly  reduces  required
principal  payments  over the next four fiscal years.  In  connection  with this
prepayment,   Sterling's  senior  lenders  approved  amendments  to  its  credit
agreements that provide for somewhat less restrictive  financial covenants,  and
include a new "Senior Debt  Leverage  Ratio"  covenant.  In  addition,  Sterling
increased  its  commitments  under its  revolving  credit  facility  with senior
lenders by $25  million,  to $125  million  total  outstanding.  Over 90% of the
senior lenders approved the amendments and the additional $25 million  revolving
commitment was over subscribed.

          "This  refinancing  of our long-term  debt is an important step toward
improving the financial stability of Sterling,  given the cyclical nature of the
styrene and acrylonitrile markets," said Frank



<PAGE>


P. Diassi,  Sterling's  Chairman of the Board. "By deferring  approximately $150
million of scheduled principal payments,  Sterling has significantly reduced the
breakeven  EBITDA required for fixed charge  coverages during the current period
of weak market  conditions for these two important  petrochemical  products," he
said.
       
          "The less  restrictive  financial  covenants in the credit  agreements
will allow  Sterling to operate more  efficiently  and with more  predictability
during this trough period," said Jim P. Wise, Vice  President-Finance  and Chief
Financial  Officer of Sterling.  "Also,  the additional $25 million of revolving
credit commitment improves the future liquidity position of Sterling," he said.


          As a result of  prepaying a portion of the term  facilities,  Sterling
will incur a pre-tax extraordinary charge of approximately $6 million during the
third fiscal quarter for the write-off of  unamortized  debt issue costs related
specifically  to the senior  debt  financings  that  occurred in August 1996 and
January 1997.


          Based in  Houston,  Texas,  Sterling  Chemicals  Holdings,  Inc.  is a
holding  company  that,   through  its  operating   subsidiaries,   manufactures
petrochemicals,  pulp  chemicals  and acrylic  fibers and  provides  large-scale
chlorine  dioxide  generators  to the pulp and  paper  industry.  The  Company's
petrochemical plant is located in Texas City, Texas. The Company's pulp chemical
plants  are  located  in four  Canadian  locations  and one U.S.  location.  The
Company's acrylic fibers plant is located near Pensacola, Florida.

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