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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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
has subsequently paid 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
refinanced 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) The following financial statements of Noveon International and BFGoodrich
Performance Materials (the predecessor company and a segment of The BFGoodrich
Company) are filed as Exhibits 99.2 and 99.3 to this Form 8-K/A Amended Report:
Audited Financial Statements
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Reports of Independent Registered Public Accounting Firm.
Consolidated Statement of Operations for the years ended December 31,
2003 and 2002, the ten months ended December 31, 2001 and the two
months ended February 28, 2001.
Consolidated Balance Sheet as of December 31, 2003 and 2002.
Consolidated Statement of Cash Flows for the years ended December 31,
2003 and 2002, the ten months ended December 31, 2001 and the two
months ended February 28, 2001.
Consolidated Statement of Stockholders' Equity for the years ended
December 31, 2003 and 2002 and the ten months ended December 31, 2001
and the Consolidated Statement of BFGoodrich Investment for the two
months ended February 28, 2001.
Notes to Consolidated Financial Statements.
Unaudited Condensed Financial Statements
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Condensed Consolidated Income Statement for the three month periods
ended March 31, 2004 and 2003.
Condensed Consolidated Balance Sheet as of March 31,
2004 and December 31, 2003.
Condensed Consolidated Statement of Cash Flows for the three month
periods ended March 31, 2004 and 2003.
Notes to Condensed Consolidated Financial Statements.
(b) The following unaudited pro forma financial information of Lubrizol,
reflecting the acquisition of Noveon International, is filed as Exhibit 99.4 to
this Form 8-K/A Amended Report:
Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2004.
Notes to Unaudited Pro Forma Consolidated Balance Sheet.
Unaudited Pro Forma Consolidated Statement of Income for the three
month period ended March 31, 2004.
Unaudited Pro Forma Consolidated Statement of Income for the year
ended December 31, 2003.
Unaudited Pro Forma Consolidated Statement of Income for the three
month period ended March 31, 2003.
Notes to Unaudited Pro Forma Consolidated Statements of Income.
The Unaudited Pro Forma Consolidated Balance Sheet and Statements of
Income should be read in conjunction with the historical financial statements of
Lubrizol and the notes thereto, which are included in Lubrizol's Annual Report
on Form 10-K for the year ended December 31, 2003 and Lubrizol's Quarterly
Report on Form 10-Q for the period ended March 31, 2004, and the historical
financial statements of Noveon International and the notes thereto, which are
included in Exhibit 99.2 and 99.3 to this Form 8-K/A Amended Report.
The Unaudited Pro Forma Consolidated Statements of Income are not
necessarily indicative of the results that would have occurred in the periods
shown if Lubrizol's acquisition of Noveon International had been effected on the
dates assumed in such statements or that will occur in the current year or any
future period.
(c) The following are filed as exhibits to this Form 8-K/A Amended Report:
2.1 Agreement and Plan of Merger, dated April 15, 2004, by and among The
Lubrizol Corporation, Lubrizol Acquisition Corporation and Noveon
International, Inc. (incorporated by reference from Exhibit 2.1 to
Lubrizol's Form 8-K filed June 16, 2004).
2.2 Side Letter Agreement, dated April 15, 2004, delivered by Fried,
Frank, Harris, Shriver & Jacobson LLP on behalf of Noveon
International, Inc. (incorporated by reference from Exhibit 2.2 to
Lubrizol's Form 8-K filed June 16, 2004).
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. (incorporated by reference from Exhibit 2.3
to Lubrizol's Form 8-K filed June 16, 2004).
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
(incorporated by reference from Exhibit 10.1 to Lubrizol's Form 8-K
filed June 16, 2004).
23.1 Consent of Ernst & Young LLP.
99.1 Press Release, dated June 3, 2004 (incorporated by reference from
Exhibit 99.1 to Lubrizol's Form 8-K filed June 16, 2004).
99.2 Consolidated financial statements of Noveon International, Inc. as of
December 31, 2003 and 2002, the years ended December 31, 2003 and
2002, and the ten months ended December 31, 2001, consolidated
financial statements of BFGoodrich Performance Materials (the
predecessor company and a segment of The BFGoodrich Company) for the
two months ended February 28, 2001 and reports of independent
registered public accounting firm (incorporated by reference from
Exhibit 99.1 to Lubrizol's Form 8-K filed May 20, 2004).
99.3 Unaudited condensed consolidated financial statements of Noveon
International, Inc. as of March 31, 2004 and December 31, 2003 and the
three month periods ended March 31, 2004 and 2003 (incorporated by
reference from Exhibit 99.2 to the Lubrizol's Form 8-K filed May 20,
2004).
99.4 Unaudited pro forma consolidated financial information of The Lubrizol
Corporation as of March 31, 2004 and for the year ended December 31,
2003 and the three month periods ended March 31, 2004 and 2003
(incorporated by reference from Exhibit 99.3 to the Lubrizol's Form
8-K filed May 20, 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 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: July 29, 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. (incorporated by
reference from Exhibit 2.1 to Lubrizol's Form 8-K filed
June 16, 2004).
2.2 Side Letter Agreement, dated April 15, 2004, delivered by
Fried, Frank, Harris, Shriver & Jacobson LLP on behalf of
Noveon International, Inc. (incorporated by reference from
Exhibit 2.2 to Lubrizol's Form 8-K filed June 16, 2004).
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
(incorporated by reference from Exhibit 2.3 to Lubrizol's
Form 8-K filed June 16, 2004).
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 (incorporated by
reference from Exhibit 10.1 to Lubrizol's Form 8-K filed
June 16, 2004).
23.1 Consent of Ernst & Young LLP.
99.1 Press Release, dated June 3, 2004 (incorporated by
reference from Exhibit 99.1 to Lubrizol's Form 8-K filed
June 16, 2004).
99.2 Consolidated financial statements of Noveon International,
Inc. as of December 31, 2003 and 2002, the years ended
December 31 2003 and 2002, and the ten months ended December
31, 2001, consolidated financial statements of BFGoodrich
Performance Materials (the predecessor company and a segment
of The BFGoodrich Company) for the two months ended February
28, 2001 and reports of independent registered public
accounting firm (incorporated by reference from Exhibit 99.1
to Lubrizol's Form 8-K filed May 20, 2004).
99.3 Unaudited condensed consolidated financial statements of
Noveon International, Inc. as of March 31, 2004 and December
31, 2003 and the three month periods ended March 31, 2004
and 2003 (incorporated by reference from Exhibit 99.2 to
Lubrizol's Form 8-K filed May 20, 2004).
99.4 Unaudited pro forma consolidated financial information of
The Lubrizol Corporation as of March 31, 2004 and for the
year ended December 31, 2003 and the three month periods
ended March 31, 2004 and 2003 (incorporated by reference
from Exhibit 99.3 to Lubrizol's Form 8-K filed May 20,
2004).