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
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July 20, 2004 (July 19, 2004)
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Date of Report (Date of earliest event reported)
CROMPTON CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-30270 52-2183153
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
199 Benson Road,
Middlebury, Connecticut 06749
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(Address of Principal (Zip Code)
Executive Offices)
(203) 573-2000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
Crompton Corporation (the "Company") announced on July 19, 2004 that it has
commenced a cash tender offer to purchase all of its outstanding $350.0 million
aggregate principal amount of 8.50% Senior Notes due 2005 (the "8.50% Notes")
and all of its outstanding $150.0 million aggregate principal amount of 6.125%
Notes due 2006 (the "6.125% Notes" and together with the 8.50% Notes, the
"Notes") on the terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated July 19, 2004 (the "Statement"). The tender
offer will expire at 5:00 p.m., New York City time, on August 16, 2004, unless
the offer is extended or earlier terminated by the Company.
In connection with the tender offer, the Company is also soliciting consents
from holders of the Notes to, among other things, eliminate certain restrictive
covenants and events of default included in the respective indentures under
which the Notes were issued. The amendments to the indentures will be set forth
in supplemental indentures and are described in more detail in the Statement. A
holder may not tender Notes without delivering a corresponding consent, and vice
versa. The consent solicitation will expire at 12:00 midnight, New York City
time, on July 30, 2004, unless extended by the Company. Holders of the Notes who
desire to receive the consent payment and the tender offer consideration with
respect to the Notes must both validly consent to the proposed amendments and
tender their Notes prior to the expiration of the consent solicitation. Holders
who tender their Notes after the expiration of the consent solicitation will
receive only the purchase price for the tender offer.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit No. Description
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99.1 Press Release issued by Crompton Corporation, dated
July 19, 2004.
SIGNATURE
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.
CROMPTON CORPORATION
By: /s/ Barry J. Shainman
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Name: Barry J. Shainman
Title: Secretary
Dated: July 19, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by Crompton Corporation, dated
July 19, 2004.