STERLING CHEMICALS HOLDINGS INC /TX/
8-K, 1997-05-23
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): May 21, 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)

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


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<PAGE>



Item 5. Other Events

         The  press  release  issued  on May 21,  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 May 21, 1997.


                                       -2-

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


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

Date: May 22, 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 HOLDINGS AGREES TO PURCHASE
                  SASKATOON CHEMICALS FROM WEYERHAEUSER CANADA
         Houston,  Texas,  May 21, 1997 . . . . . Sterling  Chemicals  Holdings,
Inc. (OTC:STXX) today announced that it has reached an agreement to purchase the
assets of Saskatoon Chemicals,  Ltd. ("SaskChem"),  a subsidiary of Weyerhaeuser
Canada.  The  transaction is expected to be completed as soon as possible within
the next sixty days. Terms of the sale were not disclosed.  The acquisition will
be financed with a combination of debt and new equity.
         SaskChem  produces  five  products  - sodium  chlorate,  caustic  soda,
calcium  hypochlorite,  chlorine and hydrochloric  acid.  SaskChem has an annual
sodium  chlorate  production  capacity  of 55,000  tons.  Sterling is the second
largest  producer  of sodium  chlorate  in the world  and the  acquisition  will
increase Sterling's total annual production capacity of sodium chlorate by about
10% to over 500,000 tons.
         Annual production capacity of other SaskChem products are: caustic soda
- - 40,700 tons; chlorine - 36,300 tons; calcium  hypochlorite (65% basis) - 9,350
tons; and hydrochloric acid (35% basis) - 49,500 tons.  Weyerhaeuser is expected
to  continue  to  be a  major  customer  under  a  long-term  supply  agreement.
Approximately  50% of the  products  manufactured  by  SaskChem  will be sold to
Weyerhaeuser's pulp mills in Prince Albert,  Saskatchewan and Kamloops,  British
Columbia.
         Caustic  soda,  chlorine,  hydrochloric  acid and sodium  chlorate have
wide-spread application in the pulp and paper industry. The calcium hypochlorite
is used primarily for swimming pool water  treatment,  is sold under a long-term
marketing and distribution agreement, and is marketed across



<PAGE>



North America.  SaskChem is one of three  producers of calcium  hypochlorite  in
North America and the only one in Canada.
         SaskChem  employs  165 people at a  facility  located on 277 acres near
Saskatoon,  Saskatchewan.  Revenues for this  business  for  calendar  1996 were
approximately US $45 million.
         Frank  P.  Diassi,  Chairman  of the  Board  of  Sterling  said,  "This
acquisition  is an  important  strategic  move by Sterling to increase  our more
stable  product  lines.  Styrene and  acrylonitrile,  our primary  petrochemical
products, are cyclical in performance, and growth of pulp chemicals helps reduce
the  effect  of  their  cyclicality.  Our  pulp  chemical  business  provides  a
significant  and stable  contribution to our earnings  before  interest,  taxes,
depreciation and amortization ("EBITDA"),  and this acquisition will be acretive
to our financial results."
         Robert W. Roten,  President  and Chief  Executive  Officer of Sterling,
said "The  synergy  created by this  acquisition  is  important  to Sterling and
Sterling Pulp  Chemicals.  We are expanding our  geographic  coverage in Canada,
gaining a strong,  dedicated  work force and retaining a solid customer base for
our products,  while  expanding our product lines.  SaskChem is an excellent fit
with our core pulp chemical business and should provide operating  synergies and
efficiencies. We also are pleased to expand our significant ongoing relationship
with Weyerhaeuser."
         Based in Houston, Texas, Sterling Chemicals Holdings, Inc. is a holding
company that, through its operating subsidiaries,  manufactures  petrochemicals,
pulp chemicals,  fibers, and provides large-scale chlorine dioxide generators to
the pulp and paper industry.  The Company has a  petrochemical  plant located in
Texas City, Texas, pulp chemical plants in four Canadian  locations and one U.S.
location, and a fibers plant located near Pensacola, Florida.
         Certain  statements in this news release  regarding the  acquisition of
the SaskChem assets,  future expectations of the performance of such assets, the
Company's other businesses, and the



<PAGE>


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 raw materials,  as
well as other risks discussed in detail in the Company's SEC filings,  including
its Annual Report on Form 10-K for the year ended September 30, 1996.
Actual outcomes may vary materially.
                                       ###



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