SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) August 4,
2004 (August 3, 2004)
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 (IRS Employer
of Incorporation) File Number) Identification No.)
199 Benson Road, Middlebury, Connecticut 06749
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 573-2000
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None
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On August 3, 2004, Crompton Corporation issued a press release announcing the
terms of its previously announced offering of senior notes. The new senior
notes are a combination of $375 million of 9 7/8% Senior Notes due 2012 (with a
yield to maturity of 10.0%), and $225 million of Libor plus 5.75% Senior
Floating Rate Notes due 2010 (interest rate reset quarterly). Closing of the
senior notes offering is expected to occur August 16, 2004, and is subject to
customary closing conditions, and the Company entering into new credit
facilities in a minimum principal amount of $200 million, the three year
extension of the Company's domestic accounts receivable program, and the
consummation of the Company's tender offer for any and all of its outstanding
8.50% Senior Notes due 2005 and 6.125% Senior Notes due 2006.
The senior notes were offered in the United States to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the Securities Act.
The notes have not been registered under the Securities Act and may not be
offered or sold in the United States without registration or an applicable
exemption from the registration requirements.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release, dated August 3, 2004.
SIGNATURES
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 hereunto duly authorized.
CROMPTON CORPORATION
Dated: August 3, 2004 By: /s/ Barry J. Shainman
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Name: Barry J. Shainman
Title: Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Registrant's Press Release dated August 3, 2004