sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Brian
L. Henry
Senior Counsel and Assistant Secretary
Eastman Chemical Company
P.O. Box 511
Kingsport, TN 37662-5075
(423) 229-2097
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
TABLE OF CONTENTS
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CUSIP No. |
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859166100 |
13D |
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NAME OF REPORTING PERSONS:
Eastman Chemical Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
62-1539359 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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Not applicable |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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SOLE VOTING POWER: |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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9,569,6281 |
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SOLE DISPOSITIVE POWER: |
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0 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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9,569,628 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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88.5%2 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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Beneficial ownership of the above referenced Shares (as defined below) is being reported hereunder solely because Eastman Chemical Company may be
deemed to beneficially own such Shares as a result of the Voting Agreement (as defined below), which Shares (as defined below) include as of June 22, 2011, 1,589,542 Shares (as defined below)
and 7,980,086 Shares (as defined below) issuable upon conversion of the outstanding Series A Convertible Preferred Stock (“Preferred Stock”) owned by Resurgence Asset Management, L.L.C.
and its affiliates. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Eastman Chemical Company that it beneficially owns any Shares for purposes
of Section 13(d) of Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. |
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Calculated based on 10,808,546 Shares (as defined below) outstanding as of May 31, 2011, as represented by the Issuer in the Merger Agreement (as defined below). |
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Item 1. Security and Issuer.
The class of equity security to which this statement on Schedule 13D (the “Statement”) relates
is the common stock, par value $0.01 per share (the “Shares”), of Sterling Chemicals, Inc., a
Delaware corporation (“Sterling”). The principal executive offices of Sterling are:
333 Clay Street
Suite 3600
Houston, Texas 77002-4109
Item 2. Identity and Background.
(a) — (c) and (f). The name of the person filing this statement is Eastman Chemical Company,
a Delaware corporation (“Eastman”).
The address of the principal business and the principal office of Eastman is 200 South Wilcox
Drive, Kingsport, Tennessee, 37662. The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Eastman is set forth on
Schedule A attached hereto.
Eastman is a global chemical company which manufactures and sells a broad portfolio of
chemicals, plastics and fibers to customers throughout the world.
(d) During the past five years, neither Eastman nor, to the best of Eastman’s knowledge, any
of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Eastman nor, to the best of Eastman’s knowledge, any
of the persons listed on Schedule A attached hereto, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Merger Agreement (as defined and described in the response to Item 4 below),
Eastman intends to acquire all outstanding capital stock of Sterling on the terms set forth
therein. Eastman expects to fund the purchase with available cash. In connection with entering
into the Merger Agreement, Eastman has entered into the Written Consent and Voting Agreement (the
“Voting Agreement”) described in the response to Item 4. Eastman did not pay additional
consideration to Resurgence Asset Management L.L.C., its affiliates or any of Resurgence’s or its
affiliates’ managed funds and accounts in connection with the Voting Agreement.
Item 4. Purpose of Transaction.
Merger Agreement
On June 22, 2011, Eastman announced that it entered into a definitive Agreement and Plan of
Merger, dated June 22, 2011 (the “Merger Agreement”), by and among Eastman TC, Inc., a Delaware
corporation and wholly-owned subsidiary of Eastman, and Sterling to acquire Sterling in an all-cash
transaction. Pursuant to the Merger Agreement, each issued and outstanding Share (other than any
Share with respect to which appraisal rights have been duly exercised) will automatically be
converted into the right to receive $2.50 in cash, and each share of Preferred Stock will
automatically be converted into the right to receive an amount equal to the quotient of (a)
$100,000,000 minus the sum of (1) the aggregate amount of merger consideration payable with respect
to the Shares and (2) certain adjustments as set forth in the Merger Agreement and (b) the number
of shares of Preferred Stock issued and outstanding. The Merger Agreement provides for Eastman’s
acquisition of Sterling by means of the
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merger (the “Merger”) of Eastman TC, Inc. with and into Sterling, with Sterling surviving as a
wholly-owned subsidiary of Eastman. Following the Merger, Eastman will beneficially own all of the
outstanding Shares.
The Merger, which the boards of directors of Eastman and Sterling have unanimously approved,
will be completed upon the satisfaction of several closing conditions, including expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. Each party’s obligations to consummate the Merger is subject to certain other conditions,
including among others, the accuracy of the other party’s representations and warranties and the
other party’s compliance in all material respects with its covenants and agreements contained in
the Merger Agreement. Eastman’s obligation to consummate the Merger is also conditioned on the
absence of a material adverse effect related to Sterling. Subject to the fulfillment of these
closing conditions, the transaction is expected to close in the third quarter of 2011.
The Merger Agreement contains certain termination rights for Eastman. Upon termination of the
Merger Agreement, under specified circumstances, Sterling may be required to pay Eastman a
termination fee equal to $3.75 million.
Voting Agreement
Eastman also entered into the Voting Agreement, dated June 22, 2011 with certain affiliates of
Resurgence Asset Management, L.L.C. (collectively, the “Stockholders”), which in the aggregate
beneficially own 1,589,542 Shares and 7,980,086 Shares issuable upon conversion of the Preferred
Stock (the “Voting Agreement Shares”), which collectively represent approximately 88.5% of
Sterling’s outstanding Shares as of May 31, 2011.
Pursuant to the Voting Agreement, the Stockholders executed and delivered an irrevocable
written consent (subject to certain conditions) adopting the Merger Agreement shortly after the
Merger Agreement was executed. Further, under the Voting Agreement, the Stockholders agreed to
vote or deliver a written consent, among other things, against any Acquisition Proposal (as defined
in the Merger Agreement) and against any other action, agreement or transaction involving Sterling
or any of its subsidiaries that is intended or would reasonably be expected to, materially impede,
interfere with, delay, postpone or prevent consummation of the Merger or the other transactions
contemplated by the Merger Agreement.
Pursuant to the Voting Agreement, each Stockholder also agreed that it has not and will not,
prior to the Expiration Time (as defined below), (i) enter into any voting agreement or voting
trust with respect to its Voting Agreement Shares; (ii) grant consent or power of attorney with
respect to its Voting Agreement Shares; or (iii) knowingly take any action that would make any
representation or warranty made by such Stockholder contained in the Voting Agreement untrue or
incorrect in any material respect or have the effect of preventing or disabling such Stockholder
from performing any of its material obligations under the Voting Agreement.
Under the terms of the Voting Agreement, the Stockholders have granted Eastman an irrevocable
proxy with respect to the Voting Agreement Shares. This proxy allows Eastman to vote the Voting
Agreement Shares in the manner set forth above, but the Voting Agreement restricts Eastman’s right
to vote (i) against the Merger; (ii) to reduce the Merger Consideration (as defined in the Merger
Agreement); or (iii) to modify or amend the Merger Agreement to reduce the rights or benefits of
the Sterling’s stockholders under the Merger Agreement or to reduce the obligations of Eastman
under the Merger Agreement.
To the extent that any Stockholder acquires beneficial ownership of any Shares during the term
of the Voting Agreement, such Shares will become subject to the terms of the Voting Agreement to
the same extent as though such Shares were owned by such Stockholder as of the date of the Voting
Agreement.
Each Stockholder has agreed (subject to limited exceptions) that it will not transfer any
Voting Agreement Shares during the term of the Voting Agreement.
The Voting Agreement also prohibits the Stockholders from soliciting, initiating or
participating in any discussions or negotiations regarding an alternative Acquisition Proposal,
provided that the Stockholders may participate in discussions or negotiations with a third party if
Sterling is permitted to do so under the Merger
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Agreement. The Voting Agreement terminates upon the earlier of (i) termination of the Merger
Agreement or (ii) November 30, 2011.
The foregoing descriptions of the Merger Agreement and the Voting Agreement are qualified in
their entirety by reference to the full text of such agreements. A copy of the Merger Agreement
and a copy of the Voting Agreement are attached hereto as Exhibits 2.1 and 99.1, respectively, and
are incorporated herein by reference.
Eastman anticipates that, if the Merger is completed in accordance with the Merger Agreement,
the Shares will no longer be traded on the OTC Bulletin Board nor will they be registered under the
Act.
Except as set forth in this Item 4, the Merger Agreement or the Voting Agreement, neither
Eastman nor, to its knowledge, the persons set forth on Schedule A, has any plans or proposals that
relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) — (b) As of June 22, 2011, pursuant to the Voting Agreement, Eastman may be deemed to
share with each Stockholder the power to vote in favor of adoption and approval of the Merger
Agreement (as described in Item 4), and, for the purposes of Rule 13d-3, may be deemed to
beneficially own the Voting Agreement Shares, which includes the Shares issuable upon conversion of
the Preferred Stock, (solely with respect to those matters described in the Voting Agreement),
representing approximately 88.5% of the outstanding Shares of Sterling (based upon Sterling’s
representations in the Merger Agreement). Solely to the extent provided in the Voting Agreement,
Eastman shares voting power over the Voting Agreement Shares.
Eastman disclaims beneficial ownership of the Voting Agreement Shares and nothing herein shall
be construed as an admission that Eastman is the beneficial owner of such Shares. Except as
described in item 4 of this Schedule 13D and in the Voting Agreement, Eastman is not entitled to
any rights as a stockholder of Sterling.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission by Eastman or any other person that he, she or it is a member of a “group” for
purposes of Section 13(d) of the Act, or for any other purpose, and membership in a “group” is
expressly disclaimed.
Other than the Shares that may be deemed to be beneficially owned by Eastman by virtue of the
Voting Agreement, Eastman does not beneficially own any Shares. To the knowledge of Eastman, none
of the persons listed on Schedule A beneficially owns any Shares.
(c) Other than as described in this Schedule 13D, neither Eastman, nor, to its knowledge, any
person listed on Schedule A, has effected any transaction in Shares during the past 60 days.
(d) To Eastman’s knowledge, no person other than the Stockholders has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares
covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except for the agreements described above and in the agreements incorporated herein by
reference and set forth as exhibits hereto, Eastman does not have, and to the best of Eastman’s
knowledge the persons on the Schedule A do not have, any contracts, arrangements, understandings or
relationships (legal or otherwise), including but not limited to, transfer or voting of any
securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies, between the
persons named in Item 2, and any other person, with respect to any securities of Sterling,
including any securities pledged or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such securities other than standard
default and similar provisions contained in loan agreements.
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Item 7. Material to be Filed as Exhibits.
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| Exhibit |
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Description |
2.1
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Agreement and Plan of Merger, dated as of June 22, 2011, among
Eastman Chemical Company, Eastman TC, Inc. and Sterling Chemicals,
Inc. (filed as Exhibit 2.1 to Sterling’s Current Report on Form
8-K, filed June 22, 2011, and incorporated herein by reference). |
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99.1
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Written Consent and Voting Agreement, dated as of June 22, 2011,
by and among Eastman Chemical Company, Resurgence Asset
Management, L.L.C., its Affiliates and its and its Affiliates’
managed funds and accounts. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule 13D is true, complete and correct.
Date:
July 5, 2011
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EASTMAN CHEMICAL COMPANY
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By: |
/s/ Brian L. Henry
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Name: |
Brian L. Henry |
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Title: |
Senior Counsel and Assistant
Secretary |
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF EASTMAN CHEMICAL COMPANY
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of Eastman Chemical Company (“Eastman”) are set forth below. If
no business address is given, the director’s or officer’s business address is 200 South Wilcox
Drive, Kingsport, TN 37662. Unless otherwise indicated, positions specified are positions with
Eastman. Unless otherwise indicated below, all of the persons listed below are citizens of the
United States of America.
Directors
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Present Principal Occupation Including Name and Address of Employer |
James P. Rogers
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Chairman and Chief Executive Officer of Eastman |
Humberto P. Alfonso
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Senior Vice President and Chief Financial Officer, The
Hersey Company |
Gary E. Anderson
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Retired Chairman of the Board and CEO, Dow Corning
Corporation |
Brett D. Begemann
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Executive Vice President and Chief Commercial Officer,
Monsanto Company |
Michael P. Connors
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Chairman and Chief Executive Officer, Information
Services Group, Inc. |
Stephen R. Demeritt
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Retired Vice Chairman, General Mills, Inc. |
Robert M. Hernandez
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Retired Vice Chairman of the Board and Chief Financial
Officer, USX Corporation |
Renee J. Hornbaker
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Former Chief Financial Officer, Shared Technologies,
Inc. |
Lewis M. Kling
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Retired President, Chief Executive Officer, and Vice
Chairman, Flowserve Corporation |
Howard L. Lance
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Chairman, President, and Chief Executive Officer,
Harris Corporation |
Thomas H. McLain
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Chief Executive Officer, Claro Scientific, LLC |
David W. Raisbeck
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Retired Vice Chairman, Cargill, Incorporated |
Executive Officers Who Are Not Directors
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Present Principal Occupation Including Name and Address of Employer |
Michael H.K. Chung
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Senior Vice President and Chief International Ventures
Officer |
Mark J. Costa
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Executive Vice President, Specialty Polymers, Coatings,
Adhesives & Chief Marketing Officer |
Curt E. Espeland
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Senior Vice President and Chief Financial Officer |
Theresa K. Lee
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Senior Vice President, Chief Legal and Administrative
Officer |
Ronald C. Lindsay
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Executive Vice President, Performance Chemicals and
Intermediates, Fibers, Engineering, Construction, and
Manufacturing Support |
Godefroy Motte
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Senior Vice President, Chief Regional and
Sustainability Officer |
Greg W. Nelson
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Senior Vice President, Chief Technology Officer |