Item
8.01. Other Events
On
February 15, 2007, we entered into an Asset Purchase Agreement pursuant to
which Flint Hills Resources, a wholly owned subsidiary of Koch Industries,
agreed to acquire our North American base chemicals and polymers business
assets. On June 22, 2007, we entered
into an Amended and Restated Asset Purchase Agreement with Flint Hills Resources
that amended certain terms of the original agreement to provide, among other
things, for the separate closings of the sale of our polymers business assets
(the North American Polymers Disposition) and the sale of our North American
base chemicals assets (the Pending U.S. Base Chemicals Disposition). Our
entry into these agreements was reported in Current Reports on Form 8-K filed
February 20, 2007 and June 25, 2007 with the Securities and Exchange Commission
(the SEC).
The North American
Polymers Disposition closed on August 1, 2007, which was reported in a Current
Report on Form 8-K filed August 1, 2007 with the SEC. We anticipate the
separate closing of the Pending U.S. Base Chemicals Disposition will occur
following the restart of our fire-damaged Port Arthur, Texas olefins
manufacturing facility, which we expect to occur during the fourth quarter of
2007.
Beginning in the
second quarter of 2007, the results of operations of the North American polymers
business have been classified as discontinued operations. We are filing this
Current Report on Form 8-K to present the results of operations of the North
American polymers business as discontinued operations in our consolidated financial
statements as of December 31, 2006 and 2005 and for each of the three years in the
period ended December 31, 2006
.
These
financial statements are included in Exhibit 99.1. We have also included in Exhibit
99.2 Selected Financial Data for the years ended December 31, 2006, 2005, 2004,
2003, 2002 and Managements Discussion and Analysis of Financial Condition and
Results of Operations for the years ended December 31, 2006, 2005 and 2004
which have been revised to present the North American polymers business as
discontinued operations. Accordingly, this Current Report on Form 8-K
contains information updating Part II, Items 6, 7 and 8, of our
Annual Report on Form 10-K for the year ended December 31, 2006.
Except for updated information with respect to the presentation of our North
American polymers business as discontinued operations, the information
contained in this Current Report on Form 8-K (including the Exhibits
hereto) does not otherwise update our Annual Report on Form 10-K for the
year ended December 31, 2006.
Statements in this
Current Report on Form 8-K that are not historical are forward-looking
statements. These statements are based on managements current beliefs and
expectations. The forward-looking statements in this Current Report on Form 8-K
are subject to uncertainty and changes in circumstances and involve risks and
uncertainties that may affect our operations, markets, products, services,
prices and other factors as discussed in our filings with the SEC. Significant
risks and uncertainties may relate to, but are not limited to, financial,
economic, competitive, environmental, political, legal, regulatory and
technological factors. Accordingly, there
can be no assurance our expectations will be realized. We assume no obligation
to provide revisions to any forward-looking statements should circumstances
change, except as otherwise required by securities and other applicable laws.