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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): June 3, 2004
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THE LUBRIZOL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-5263 34-0367600
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
29400 Lakeland Boulevard, Wickliffe, Ohio 44092
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (440) 943-4200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 3, 2004, pursuant to the Agreement and Plan of Merger, dated April
15, 2004 (the "Merger Agreement"), by and among The Lubrizol Corporation
("Lubrizol"), Lubrizol Acquisition Corporation and Noveon International, Inc.
("Noveon International"), Lubrizol Acquisition Corporation was merged with and
into Noveon International. In connection with the merger, Noveon International
was the surviving corporation and became a wholly owned subsidiary of Lubrizol.
Noveon International is a global producer and marketer of technologically
advanced specialty chemicals for a broad range of consumer and industrial
applications. Lubrizol intends to utilize the assets of Noveon International and
its subsidiaries to produce substantially the same specialty chemicals sold by
the acquired businesses prior to the merger.
Lubrizol paid approximately $920.0 million for the equity of Noveon
International, minus certain transaction expenses of Noveon International, and
expects to pay an aggregate of approximately $1.1 billion in connection with the
refinancing of the outstanding indebtedness of Noveon International and its
subsidiaries. The amount of consideration paid for the equity of Noveon
International was determined through arms-length negotiations between Lubrizol
and Noveon International.
Lubrizol financed the acquisition of Noveon International, and will be
refinancing the indebtedness of Noveon International and its subsidiaries,
through draws under Lubrizol's 364-Day Credit Agreement, dated May 28, 2004 (the
"364-Day Credit Agreement"), entered into with Citicorp North America, Inc.,
KeyBank National Association, ABN AMRO Bank N.V., Wachovia Capital Investments,
Inc., The Bank of Tokyo-Mitsubishi, Ltd. and PNC Bank, National Association.
Prior to the merger, Noveon International was controlled by AEA Investors
LLC, Credit Suisse First Boston LLC, MidOcean Capital/PMD Investors, LLC and
their respective affiliates.
Copies of the Merger Agreement, certain ancillary agreements, the 364-Day
Credit Agreement and the press release announcing the completion of the merger
are filed as Exhibits 2.1, 2.2, 2.3, 10.1 and 99.1 to this Current Report on
Form 8-K, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Financial statements and pro forma financial information will be filed,
pursuant to the provisions of Items 7(a)(4) and 7(b)(2) of Form 8-K, in an
amendment to this Current Report on Form 8-K filed within 60 days after the date
that this filing was required to be made.
(c) The following are filed as exhibits to this Current Report on Form 8-K:
2.1 Agreement and Plan of Merger, dated April 15, 2004, by and among The
Lubrizol Corporation, Lubrizol Acquisition Corporation and Noveon
International, Inc.*
2.2 Side Letter Agreement, dated April 15, 2004, delivered by Fried,
Frank, Harris, Shriver & Jacobson LLP on behalf of Noveon
International, Inc.*
2.3 Side Letter Agreement regarding payment procedures, dated June 2,
2004, by and among The Lubrizol Corporation, Lubrizol Acquisition
Corporation, Noveon International, Inc. and Fried, Frank, Harris,
Shriver & Jacobson LLP.
10.1 364-Day Credit Agreement, dated May 28, 2004, by and among The
Lubrizol Corporation, Citicorp North America, Inc., KeyBank National
Association, ABN AMRO Bank N.V., Wachovia Capital Investments, Inc.,
The Bank of Tokyo-Mitsubishi, Ltd. and PNC Bank, National Association.
99.1 Press Release, dated June 3, 2004.
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* The schedules to these agreements have been omitted pursuant to Item
601(b)(2) of Regulation S-K. Copies of these schedules will be provided to
the Securities and Exchange Commission upon request.
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 thereunto duly authorized.
THE LUBRIZOL CORPORATION
By: /s/ Leslie M. Reynolds
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Name: Leslie M. Reynolds
Title: Corporate Secretary and Counsel
Date: June 16, 2004
EXHIBIT INDEX
Exhibit Number Exhibit Description
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2.1 Agreement and Plan of Merger, dated April 15, 2004, by and
among The Lubrizol Corporation, Lubrizol Acquisition
Corporation and Noveon International, Inc.
2.2 Side Letter Agreement, dated April 15, 2004, delivered by
Fried, Frank, Harris, Shriver & Jacobson LLP on behalf of
Noveon International, Inc.
2.3 Side Letter Agreement regarding payment procedures, dated
June 2, 2004, by and among The Lubrizol Corporation,
Lubrizol Acquisition Corporation, Noveon International, Inc.
and Fried, Frank, Harris, Shriver & Jacobson LLP.
10.1 364-Day Credit Agreement, dated May 28, 2004, by and among
The Lubrizol Corporation, Citicorp North America, Inc.,
KeyBank National Association, ABN AMRO Bank N.V., Wachovia
Capital Investments, Inc., The Bank of Tokyo-Mitsubishi,
Ltd. and PNC Bank, National Association.
99.1 Press Release, dated June 3, 2004.