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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 10, 1997
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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)
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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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 10, 1997, Sterling Pulp Chemicals (Sask) Ltd. ("Sterling
Sask"), an indirect wholly owned subsidiary of Sterling Chemicals Holdings, Inc.
(the "Company"), acquired substantially all of the assets of Saskatoon Chemicals
Ltd. ("Saskatoon Chemicals"), a subsidiary of Weyerhaeuser Canada Ltd. The
acquired assets (the "SaskChem Business") include a manufacturing plant near
Saskatoon, Saskatchewan, and were used by Saskatoon Chemicals to manufacture
sodium chlorate, caustic soda, calcium hypochlorite, chlorine and hydrochloric
acid. The Company intends to continue such uses.
Total consideration for the acquisition consisted of approximately
$69.2 million cash and the assumption of the current liabilities of the SaskChem
Business, which amount was determined through negotiations between
representatives of the Company and Saskatoon Chemicals. The acquisition will be
accounted for under the purchase method of accounting for financial reporting
purposes.
The sources of financing for the cash portion of the acquisition
consideration were (i) approximately $54.6 million under a new credit facility
established by Sterling Sask with a group of lenders led by The Chase Manhattan
Bank of Canada, (ii) approximately $7.3 million pursuant to a private placement
of common stock of the Company, and (iii) approximately $7.3 million pursuant to
a private placement of Units, each Unit consisting of shares of the Company's
newly authorized Cumulative Redeemable Preferred Stock, Series B and Warrants to
purchase shares of common stock of the Company.
The acquisition of the SaskChem Business may require the filing of
financial statements and pro forma financial information pursuant to Rule
11.01(a)(1) of Regulation S-X to the extent the SaskChem Business constitutes a
"significant subsidiary" under Regulation S-X.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of the business acquired.
The Company believes that it is impractical on the date of this filing
to provide financial statements of the SaskChem Business, and the Company will
file such financial statements when available but not later than 60 days after
the date on which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
The Company believes that it is impractical on the date of this filing
to provide pro forma financial information reflecting the acquisition of the
SaskChem Business, and the Company will file such financial information when
available but not later than 60 days after the date on which this Current Report
on Form 8-K must be filed.
(c) Exhibits. None.
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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: July 25, 1997
By: /s/ JIM P. WISE
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Jim P. Wise
Vice President-Finance and
Chief Financial Officer
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