UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): September 15, 2005
Sterling Chemicals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-50132 76-0502785
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(Commission File Number) (IRS Employer Identification No.)
333 Clay Street, Suite 3600
Houston, Texas 77002-4109
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(Address of Principal Executive Offices and Zip Code)
(713) 650-3700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.05 Costs Associated with Exit or Disposal Activities.
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The Board of Directors of Sterling Chemicals, Inc. (the "Company")
has determined that the Company will exit the acrylonitrile and related
derivatives businesses. The Board of Directors committed the Company to the exit
from such businesses on September 15, 2005 based on the circumstances as
generally described in the press release issued September 16, 2005 filed
herewith as Exhibit 99.1 and incorporated herein by reference.
An estimated range of the total amounts expected to be incurred in
connection with the exit from these businesses, along with an estimate of the
amounts of the major types of cost associated with such exit, is set forth in
the attached press release. The Company does not expect the exit from these
businesses to result in any future capital expenditures, and the press release
provides the Company's estimate of the amount of future reduced capital
expenditures associated with such exit.
Item 2.06 Material Impairments.
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In connection with the exit from the acrylonitrile and related
derivatives businesses (as determined by the Board of Directors as described
above), the Company will record an impairment charge. The conclusion that such
an impairment charge is required was made by the Company on September 15, 2005
in connection with the Board of Directors determination that the Company will
exit these businesses and was based on the same general circumstances that
provided a basis for the exit determination (as described in the attached press
release). An estimate of the amount of the impairment charge is set forth in the
attached press release, and the Company does not expect the impairment charge to
result in any future capital expenditures.
* * * * *
Statements in this report that contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, include, but are
not limited to, statements concerning the amount of expected closure costs, the
amounts and times when closure costs are expensed, the amount of resulting
impairment charges, the timing of any reductions in force, the number of
employees involved and the amount of any resulting charges to operating income,
the timing and amount of the cash flow received from the sale of
acrylonitrile-related inventories, the payments of or reductions in future
capital expenditures due to the exit from the acrylonitrile business and the
ability of the Company to use the space and infrastructure that is currently
associated with the acrylonitrile and derivate operations. Such statements are
inherently subject to a variety of risks and uncertainties that could cause
actual results to differ materially from those anticipated or projected. A
discussion of the risk factors that could impact these areas and the Company's
overall business and financial performance can be found in the Company's filings
with the Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K. Investors and analysts should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the
date of this report, and the Company undertakes no obligation to publicly update
or revise any forward-looking statements.
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit Number Description
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99.1 Press Release of September 16, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
STERLING CHEMICALS, INC.
By: /s/ Richard K. Crump
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Richard K. Crump
President and Chief Executive Officer
Dated: September 16, 2005
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of September 16, 2005