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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )<F*>
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Southwall Technologies Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
844090 10 1
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(CUSIP Number)
Mary B. Cody
Solutia Inc.
10300 Olive Blvd.
St. Louis, Mo. 63166
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1997 - Spinoff of Monsanto Company's Chemicals Business
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
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CUSIP No. 844 090 10 1 SCHEDULE 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Solutia Inc. IRS ID No. 43-1781797
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 414,159 (assumes conversion of convertible note at $9.95/share)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
414,159 (assumes conversion of convertible note at $9.95/share)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,159 (assumes conversion of convertible note at $9.95/share)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (assumes conversion of convertible note at $9.95/share)
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14 TYPE OF REPORTING PERSON<F*>
CO
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[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
- ----------------------------
This Statement relates to the Common Stock, par value $.001 per share
(the "Common Stock"), of Southwall Technologies, Inc., a Delaware corporation
("Southwall"). The address of Southwall's principal executive offices is 1029
Corporation Way, Palo Alto, California 94303, Telephone (415) 962-9111.
Item 2. Identity and Background
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This Schedule is being filed by reason of the acquisition by Solutia
Inc. of beneficial ownership of Monsanto Company's entire interest in the
shares of Common Stock of Southwall as a result of the spinoff of Monsanto
Company's chemicals business on September 1, 1997. Solutia Inc. has acquired
beneficial ownership of 147,828 shares of the Common Stock of Southwall held
in Monsanto Company's name and 266,331 shares of the Common Stock of Southwall
represented by conversion of the unpaid portion as of September 1, 1997 of the
$2,650,000 Convertible Subordinated Note, due May 31, 1999, convertible into
Southwall Common Stock at $9.95 per share (the "Note"). The shares of Common
Stock of Southwall and the Note currently are held by Monsanto Company in
trust for Solutia Inc. pending transfer of legal title.
Solutia Inc. ("Solutia") is a Delaware corporation with its principal
executive offices located at 10300 Olive Blvd., St. Louis, Missouri 63166.
Solutia is a multi-national company and the successor to Monsanto Company's
chemicals business, principally engaged, directly and through subsidiaries, in
the manufacture and sale of a widely diversified line of chemical products.
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2
The name, residence or business address and principal occupation of each
director and executive officer are set forth in Exhibit A, annexed hereto and
incorporated herein by reference. All such persons are citizens of the United
States.
Neither Solutia, nor, to the best of Solutia's knowledge, any of the
other individuals listed in Exhibit A has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
Solutia's interest in Southwall was acquired through the spinoff of
Monsanto Company's chemicals business on September 1, 1997, pursuant to which
Solutia succeeded to the interests held by Monsanto Company. The spinoff was
effected through the transfer of assets (including Monsanto's interest in
Southwall) to Solutia and the distribution of all shares of Solutia by
dividend to shareholders of Monsanto Company.
Item 4. Purpose of the Transactions
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Solutia has succeeded to the interest of Monsanto Company which acquired
the shares of Common Stock and the Note of Southwall on May 2, 1989 for the
purpose of making an investment in Southwall and providing Southwall with
additional working capital.
Page 4 of 10
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3
Except as set forth below in this Item 4, Solutia does not have any
present plans or proposals which relate to or would result in (i) the
acquisition by any person of additional securities of Southwall, or the
disposition of securities of Southwall (except that the Note may be converted
into Common Stock); (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Southwall or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of
Southwall or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of Southwall, including any plans or proposals to
change the number or term of the directors or to fill any vacancies on the
Board; (v) any material change in the present capitalization or dividend
policy of Southwall; (vi) any other material change in Southwall's business or
corporate structure; (vii) changes in Southwall's charter, by-laws, or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of Southwall by any person; (viii) causing a class of
securities of Southwall to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (ix) a class of equity
securities of Southwall becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x)
any action similar to any of those enumerated above.
Solutia will continue to evaluate its investment in the shares of the
Common Stock and Note of Southwall in the light of changing circumstances and
reserves the right to take such action in regard to such investment in the
future as it deems to be in its best interest.
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4
Item 5. Interest in Securities of the Issuer
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As of June 29, 1997, Southwall had outstanding an aggregate of 7,632,927
shares of Common Stock assuming conversion of the Note.
As a result of the spinoff by Monsanto Company and the transfer of
beneficial ownership of Common Stock of Southwall effected as of September 1,
1997, Solutia beneficially owns an aggregate of 147,828 shares of Southwall
Common Stock and an additional 266,331 shares of Common Stock (based on the
conversion of the Note). Solutia would have a beneficial ownership interest
of 5.4% of the then-resulting outstanding Common Stock of Southwall based on a
414,159 share beneficial ownership. Based on the ownership of 147,828 shares
of Common Stock by Solutia and assuming no conversion of the Note, Solutia has
an ownership interest of less than 5.0% of Southwall.
Solutia has not effected any transactions in the Common Stock of
Southwall (other than in connection with the transactions described herein) in
the past 60 days.
Solutia has the sole power to vote and dispose of the shares of the
Common Stock owned of record by Solutia or Monsanto.
Except as described above, Solutia does not beneficially own any shares
of Southwall's Common Stock or know any other person who has, the right to
receive or the power to direct the receipt of dividends on the Common Stock
owned beneficially by Solutia.
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5
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
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Solutia generally has the contracts, arrangements and understandings set
forth in Item 4 above, subject to the current arrangement with Monsanto
Company pending transfer of legal title of the shares of Common Stock of
Southwall and the Note from Southwall.
Item 7. Material to be Filed as Exhibits
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Exhibit A List of Directors, Executive Officers and
persons deemed to be controlling persons of
Solutia
Exhibit B Copy of Southwall Technologies Inc. $2,650,000
Convertible Subordinated Note due May 31, 1999
(incorporated by references herein from Monsanto
Company's Schedule 13D filed June 26, 1989)
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6
SIGNATURE
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After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
SOLUTIA INC.
By /s/ Karl R. Barnickol
--------------------------------
Karl R. Barnickol
Secretary
Date: September 10, 1997
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7
EXHIBIT A
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The name, residence or business address, and present principal occupation of
each director and executive officer, and of each person who may be deemed to
be a controlling person, of Solutia Inc. are as follows (unless otherwise
indicated, the business address of each such person is 10300 Olive Boulevard,
St. Louis, Missouri 63166-6760).
<TABLE>
<CAPTION>
Name Present Principal Occupation and Address
- ---- ----------------------------------------
<C> <S>
Karl R. Barnickol Senior Vice President and Secretary, Solutia
Rodney L. Bishop Vice President and Treasurer, Solutia
Robert T. Blakely<F*> Executive Vice President & Chief Financial Officer
Tenneco, Inc.
1275 King Street
Greenwich, CT 06831
Joan T. Bok<F*> Chairman, NEES Companies
22 Beacon Street
Boston, MA 02108
Dennis L. Cavner Vice President, Solutia
Robert A. Clausen Senior Vice President, Solutia
Sheila Feldman Vice President, Solutia
G. Bruce Greer Vice President, Solutia
Paul H. Hatfield<F*> Retired Chairman of Petrolite Corporation
Presently with Hatfield Capital Group
12444 Powerscourt Drive, Suite 300
St. Louis, MO 63131-3620
Roger S. Hoard Vice President and Controller, Solutia
John C. Hunter III<F*> President, Solutia
Robert H. Jenkins<F*> Chairman of the Board and CEO
Sundstrand Corporation
4949 Harrison Ave.
Rockford, IL 61125-7003
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8
Howard M. Love<F*> Retired Chief Executive Officer
National Intergroup, Inc.
One Mellon Bank Center
500 Grant Street, Suite 2715
Pittsburgh, PA 15219
Frank A. Metz, Jr.<F*> Retired Executive Vice President of IBM
One Sterlington Road
Pierson Lakes, Box 26
Sloatsburg, NY 10974
Michael E. Miller Senior Vice President, Solutia
O. Jerry Mullis Vice President, Solutia
Robert G. Potter<F*> Chairman of the Board and Chief Executive
Officer, Solutia
William D. Ruckelshaus<F*> Principal, Madrona Investment Group, LLC
1000 Second Avenue, Suite 3700
Seattle, WA 98104
John B. Slaughter<F*> President, Occidental College
1600 Campus Road
Los Angeles, CA 90041
<FN>
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<F*>Director of Monsanto
</TABLE>
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