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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 3, 2000
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LaRoche Industries Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 33-79532 13-3341472
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1100 Johnson Ferry Road Atlanta, Georgia 30342
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (404) 851-0300
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events.
On May 3, 2000, LaRoche Industries Inc., a Delaware corporation (the
"Company"), and one of its subsidiaries (collectively, the "Debtors") filed
voluntary petitions with the United States Bankruptcy Court for the District
of Delaware for reorganization under Chapter 11 (the "Chapter 11 cases"). An
application to have the Chapter 11 cases consolidated for the purpose of
joint administration will be filed, however, until such time, the cases have
been assigned Case Nos. 00-1859 and 00-1860. The Debtors are currently
operating all of their businesses as debtors-in-possession pursuant to the
Bankruptcy Code. All wholly-owned entities of the Company are included in the
Chapter 11 cases, except foreign subsidiaries of the Company. A related press
release issued on May 3, 2000 is attached hereto as Exhibit 99.4 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.4 Press release, issued May 3, 2000.
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.
LaRoche Industries Inc.
(Registrant)
By: /s/ Gerald B. Curran
Vice President and Chief Financial Officer
Dated: May 3, 2000
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Exhibit 99.4
Contact: Kathy Hart
(404) 851-0445 Phone
(404) 851-0446 FAX
[email protected]
FOR IMMEDIATE RELEASE: MAY 3, 2000
LaROCHE INDUSTRIES TO RESTRUCTURE UNDER CHAPTER 11 PROTECTION;
$25 MILLION FINANCING OBTAINED; OPERATIONS TO CONTINUE UNINTERRUPTED
ATLANTA (MAY 3, 2000) --LaRoche Industries Inc. today filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. The filing was made in the U.S.
Bankruptcy Court for the District of Delaware, located in Wilmington.
Bud Ingalls, president and chief executive officer, assured LaRoche
Industries' customers that the company's manufacturing operations and product
shipments would continue uninterrupted. "Filing for Chapter 11 was a very
difficult decision for us, but one we believe was necessary to secure the
financial resources and framework needed to support our customers, vendors
and employees," said Ingalls. "Chapter 11 protection will give management the
time and interim financing necessary to address our burdensome capital
structure and enable our operations personnel to focus on running the
business and serving customers."
Company officials cited high debt levels combined with depressed market
conditions and the forced outage of its Louisiana chlor-alkali plant last
summer as the primary causes of its declining cash situation. LaRoche
Industries announced March 10 that it would not make its $8.3 million bond
interest payment due March 15, 2000, and that it was pursuing a financial
restructuring plan.
The Company also announced that it has negotiated a
"debtor-in-possession" (DIP) financing facility with The Chase Manhattan
Bank, which upon court approval, will provide an
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additional $25 million revolving credit facility to LaRoche Industries for an
18-month period. Management believes that this DIP facility, together with
existing cash balances and revenue streams, should be sufficient to provide
for the company's ongoing liquidity needs until a debt restructuring plan is
in place.
The management and the board of directors of LaRoche Industries said
they are continuing to work closely with the committees of its key creditors
to reorganize and restructure the company's indebtedness as quickly as
possible.
"Our focus and intention is to emerge from this reorganization as a
financially healthier and more stable organization that is competitive in its
markets and consistently delivers quality and service to its customers," said
Ingalls.
LaRoche Industries is a worldwide producer and distributor of nitrogen,
chlor-alkali and fluorocarbon chemical products, with operations throughout
the United States, Germany and France.
Note: This news release contains forward-looking statements regarding the
business outlook for the company that are subject to the "safe harbor"
provision of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on a number of assumptions and
forecasts, and actual results may be materially different from those
expressed or implied by such statements. Factors affecting future results
include, but are not limited to, changes in the demand for the pricing of
products, changes in industry production capacities, and changes in the
supply of and costs of significant raw materials. Discussion of these and
other factors and risks are discussed in detail in the company's filings
with the Securities and Exchange Commission.
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