<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 3, 1999
-----------------------
LaRoche Industries Inc.
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 33-79532 13-3341472
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1100 Johnson Ferry Road Atlanta, Georgia 30342
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (404) 851-0300
-------------------------
- -------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
LaRoche Industries Inc., a Delaware corporation, (the "Company"), filed a
Current Report on Form 8-K dated June 3, 1999 (the "Form 8-K") that included
the report of its acquisition of all the capital stock and equity interest of
ChlorAlp, a joint venture in which the Company previously held a 50% interest.
In such Form 8-K, the Company stated that it would file an amended Form 8-K
with the required financial statements and pro forma information no later
than 60 days from the date thereof. The Form 8-K is hereby amended to revise
Item 2 and delete items 7(a) and 7(b) relative to that business acquired as
reported herein because separate financial statements are not required.
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Effective June 7, 1999, the Company, through its wholly-owned subsidiary,
LII Europe, acquired all the capital stock and equity interest of ChlorAlp,
the chlor-alkali operation in Pont-de-Claix, France in which the Company
previously held a 50% joint venture interest. The final purchase price for
the remaining 50% interest was approximately $27.2 million plus debt acquired
of $7.8 million.
The ChlorAlp facilities include a diaphragm chlorine and caustic soda
plant, a chlorine vaporization and distribution operation, a bleach
production facility, a brine extraction operation and a 60% interest in GIE
CEVco, a high efficiency 200MW power plant. The Company intends to continue
the operation of ChlorAlp substantially in the manner operated prior to the
acquisition. The Company funded the purchase largely with proceeds from
disposition of its Aluminas production facilities in Baton Rouge, Louisiana.
Based on the final relative insignificance of the increase in the
Company's interest in the assets and net income of ChlorAlp to the Company's
consolidated assets and net income, separate financial statements for
ChlorAlp are not required.
<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.
<TABLE>
<S> <C>
LAROCHE INDUSTRIES INC.
(Registrant)
By: /s/ Gerald B. Curran
----------------------
Vice President and Chief Financial Officer
</TABLE>
Date: August 4, 1999