SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - JUNE 28, 2001
(Date of Earliest Event Reported)
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-29764
Delaware 51-0376469
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(State of Incorporation) (I.R.S. Employer Identification No.)
300 Delaware Avenue
Suite 303
Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 427-5715
Item 5. Other Events
On June 28, 2001, ISP Chemco Inc., an indirect wholly owned
subsidiary of International Specialty Products Inc. ("ISP"), and three other
indirect wholly owned subsidiaries of ISP completed a private placement of
$205.0 million aggregate principal amount of 10.25% senior subordinated notes
due 2011. The notes were guaranteed by substantially all of the domestic
subsidiaries of ISP Chemco Inc. In a related transaction, those four
subsidiaries also entered into new $450 million senior secured credit
facilities, the initial borrowings of which were used to repay amounts
outstanding under their existing credit facility. The credit facilities are
secured by a first-priority security interest in substantially all of the assets
of ISP Chemco Inc. and its subsidiaries and are guaranteed by the same
subsidiaries that guaranteed the notes. A copy of the press release announcing
this transaction is being filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
In connection with those transactions, ISP also completed a
restructuring of its business in order to separate its investment assets from
its specialty chemicals business. As part of the restructuring, ISP transferred
all of its investment assets to a newly formed parent company of ISP Chemco,
Newco Holdings Inc., which, in turn, transferred those assets to Newco Holdings'
newly formed subsidiary, ISP Investco LLC. The restructuring was designed to
simplify and rationalize ISP's operating structure and to position ISP as a
pure-play specialty chemicals company. As a result of the restructuring, ISP
Chemco's assets consist solely of those related to ISP's specialty chemicals
business.
The senior subordinated notes were sold to qualified
institutional buyers in reliance on Rule 144A and outside the United States in
compliance with Regulation S under the Securities Act of 1933. The senior
subordinated notes were not registered under the Securities Act of 1933 and may
not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state laws.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release issued June 28, 2001.
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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.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Randall R. Lay
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Name: Randall R. Lay
Title: Executive Vice President and
Chief Financial Officer
Date: June 28, 2001
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued June 28, 2001.
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