SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 1998
FREEDOM CHEMICAL COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-84778 51-0340498
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation or Organization)
Five Radnor Corporate Center, 100 Matsonford Road, Suite 170,
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Radnor, Pennsylvania 19087
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (610)964-9970
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Item 5. Other Events
On February 10, 1998, Freedom Chemical Company ("FCC") announced that it
has commenced a tender offer and consent solicitation for any and all of its
outstanding 10-5/8% Senior Subordinated Notes due 2006. FCC has commenced the
tender offer and consent solicitation in connection with the pending sale of all
of its outstanding shares of Series A Common Stock to The B.F.Goodrich Company.
The tender offer and consent solicitation are subject to the terms and
conditions set forth in FCC's Offer to Purchase and Consent Solicitation
Statement dated February 10, 1998 and will expire at 10:00 a.m., New York City
time, on March 10, 1998, unless extended. One of these conditions is the closing
of the above-described transaction with The B.F.Goodrich Company, which is
expected to close on or about March 11, 1998.
A copy of the press release issued by Freedom Chemical Company on
February 10, 1998 is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.2 Press Release dated February 10, 1998
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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.
Freedom Chemical Company. Inc.
By: /s/ Dennis M. Monahan
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Dennis M. Monahan
VP, Finance and Control
February 23, 1998
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.2 Press Release dated February 10, 1998
<PAGE>
Press Release
FREEDOM CHEMICAL COMPANY TO BUY BACK
10-5/8% SENIOR SUBORDINATED NOTES DUE 2006
FREEDOM CHEMICAL COMPANY COMMENCES TENDER OFFER AND CONSENT
SOLICITATION FOR ITS 10-5/8% SENIOR SUBORDINATED NOTES DUE 2006
RADNOR, PA, February 10, 1998 -- Freedom Chemical Company ("FCC") announced
today that it has commenced a tender offer and consent solicitation for any and
all of its outstanding 10-5/8% Senior Subordinated Notes due 2006. FCC has
commenced the tender offer and consent solicitation in connection with the
pending sale of all of its outstanding shares of Series A Common Stock to The
B.F.Goodrich Company (NYSE:GR).
The tender offer and consent solicitation are subject to the terms and
conditions set forth in FCC's Offer to Purchase and Consent Solicitation
Statement dated February 10, 1998 and will expire at 10:00 a.m., New York City
time, on March 11, 1998, unless extended. One of these conditions is the closing
of the above-described transaction with The B.F.Goodrich Company, which is
expected to close on or about March 11, 1998.
There were $125 million principal amount of 10-5/8% Senior Subordinated
Notes due 2006 outstanding as of February 9, 1998. FCC will fund the purchase of
the notes from available cash and through capital contributions or intercompany
loans.
Holders tendering their notes will be required to consent to amendments,
which will eliminate or modify most of the restrictive covenants contained in
the indenture governing the notes and amend certain other provisions therein.
The tender offer and consent solicitation are conditioned on the receipt of
consents from holders of at least a majority of the principal amount of the
debentures.
A consent payment of $25.00 per $1,000 of principal amount of notes will be
paid on the date the notes are purchased to holders who tender their notes and
provide their consents to the proposed indenture amendments at or prior to 5:00
p.m., New York City time, on February 25, 1998. Tendered notes and consents may
not be withdrawn after February 25, 1998, and notes tendered after such date
will not receive a consent payment. FCC may amend, extend or terminate the
tender offer and consent solicitation.
The purchase price per $1,000 principal amount to be paid for each validly
tendered note accepted for purchase by FCC will be (i) an amount based on the
October 15, 2001 redemption price and the interim coupon payments on the notes
to October 15, 2001, discounted at the yield on the 6-1/4% U.S. Treasury Note
due October 31, 2001 determined on the second business day prior to the
expiration of the offer plus a fixed spread of 75 basis points, (ii) less $25.
In addition, unpaid accrued interest will be paid on the tendered notes accepted
for purchase by FCC through to the day immediately preceding the day upon which
FCC deposits an amount to pay for such notes with The Bank of New York, the
depositary for the tender offer. The purchase price for each note will be set at
12:00 noon, EST, on March 9, 1998, unless the expiration date is extended.
Merrill Lynch & Co. is serving as the dealer manager for the tender offer.
Questions or requests for documentation may be directed to Beacon Hill Partners,
the information agent (tel.: 800-755-5001) or Merrill Lynch (tel.:
888-654-8637).
FCC, through its subsidiaries and joint venture operations, is a leading
global manufacturer and marketer of a broad range of specialty and fine chemical
products, which are sold into several market segments for use in food and
beverage products, household and industrial products, cosmetics and personal
care products, pharmaceuticals, pet foods, textile and paper products and many
other diverse applications.
Financial Contacts:
Dennis Monahan (610) 964-3703
