UNITED STATES 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 (Date of earliest event reported) May 1, 2006
THE LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio
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1-5263
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34-0367600 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 29400 Lakeland Boulevard, Wickliffe, Ohio
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44092-2298 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (440) 943-4200
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 1, 2006, The Lubrizol Corporation’s (“Lubrizol”) subsidiaries — Noveon, Inc., Noveon
Hilton Davis, Inc., Noveon Kalama, Inc., Noveon Textile Chemicals, Inc., Lubrizol Foam Control
Additives, Inc. and Lubrizol do Brasil Aditivos Ltda. (collectively, the “Sellers”) – completed the
divestiture of Lubrizol’s food ingredients and industrial specialties businesses (“FIIS”) to SPM Group Holdings, LLC, a Delaware
limited liability company and affiliate of Sun Capital Partners, Inc., a private investment firm
with headquarters in Boca Raton, Florida. In consideration for FIIS, the Sellers received cash
proceeds of approximately $269.7 million, which is subject to certain post-closing adjustments for
net working capital.
FIIS consists of equipment, machinery, real estate, intellectual property and other assets
relating to a fine chemicals group, a specialty polymers and additives group and a performance
materials group. FIIS previously reported into the Specialty Chemicals segment of Lubrizol. Most
of the FIIS divestiture reported into the consumer specialties product line while a small portion
reported into the performance coatings product line.
A copy of the press release announcing the completion of the sale is attached hereto as
Exhibit 99.2 and is incorporated by reference. A copy of the Asset Purchase Agreement is attached
as Exhibit 10.1 and is incorporated by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference in this Item 2.01.
Item 9.01 Financial Statements and Exhibits
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Description |
10.1
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Asset Purchase Agreement, dated March 16, 2006, by and among Noveon, Inc., Noveon
Hilton Davis, Inc., Noveon Kalama, Inc., Noveon Textile Chemicals, Inc., Lubrizol Foam
Control Additives, Inc., Lubrizol do Brasil Aditivos Ltda., and SPM Group Holdings, LLC |
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99.1
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Unaudited Pro Forma Consolidated Financial Information |
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99.2
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Press release dated May 1, 2006 |
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