UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 24, 2003
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 Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
199 Benson Road, Middlebury, Connecticut 06749
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(Address of Principal Executive Offices) (Zip Code)
(203) 573-2000
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(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events and Regulation FD Disclosure
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Crompton Corporation ("Crompton") has entered into a definitive agreement
to sell its organosilicones business to the GE Specialty Materials division of
General Electric Company ("General Electric") and to acquire General Electric's
Specialty Chemicals business. At closing, Crompton will receive $645 million in
cash and the General Electric Specialty Chemicals business, which has an agreed
value of $160 million. In addition, Crompton will receive quarterly "earn-out"
payments for three years after closing based on the combined performance of
General Electric's existing silicones business and the organosilicones business
it is acquiring from Crompton. The earn-out, which is based on incremental
contribution margin, will be a minimum of $105 million and a maximum of $250
million payable quarterly over a three-year period. The transaction is subject
to regulatory approvals and other customary conditions and is
expected to close in the third quarter. A copy of the definitive agreement and
a press release describing the transaction are attached as exhibits hereto and
are incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit Number Exhibit Description
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99.1 Press Release, dated April 24, 2003
(incorporated by reference to Exhibit 99.1
to Crompton's Current Report on Form 8-K,
filed on April 24, 2003)
99.2 Purchase and Exchange Agreement by and
between Crompton and General Electric,
dated as of April 24, 2003
SIGNATURES
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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 duly authorized.
Crompton Corporation
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(Registrant)
By: /s/ Barry J. Shainman
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Name: Barry J. Shainman
Title: Secretary
Date: April 25, 2003
Exhibit Index
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Exhibit Number Exhibit Description
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99.1 Press Release, dated April 24, 2003
(incorporated by reference to Exhibit 99.1
to Crompton's Current Report on Form 8-K,
filed on April 24, 2003)
99.2 Purchase and Exchange Agreement by and
between Crompton and General Electric,
dated as of April 24, 2003