Amendment No. 1 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkVnSwcX1KWp9She4CZowy0DSAiiLpLmvTGoo8bdIFBEcocAKDzH3Kd5luMaCfzI iHQBM0tA7uy0cItjjPI6tg== 0001193125-06-250698.txt : 20061211 0001193125-06-250698.hdr.sgml : 20061211 20061211171003 ACCESSION NUMBER: 0001193125-06-250698 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 GROUP MEMBERS: GREGORY E. BYLINSKY GROUP MEMBERS: LIME CAPITAL MANAGEMENT ADMINISTRATORS LLC GROUP MEMBERS: LIME FUND LLC GROUP MEMBERS: LIME OVERSEAS FUND, LTD. GROUP MEMBERS: MARK GORTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51851 FILM NUMBER: 061269299 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lime Capital Management LLC CENTRAL INDEX KEY: 0001325376 IRS NUMBER: 134096264 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 377 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 212-219-6061 MAIL ADDRESS: STREET 1: 377 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Solutia Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

834376105

(CUSIP Number)

December 7, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 834376105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Lime Capital Management LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
3)		SEC USE ONLY

4)		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER

		0
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		0
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 2 of 18 Pages


CUSIP No. 834376105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Lime Capital Management Administrators LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
3)		SEC USE ONLY

4)		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER

		0
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		0
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 3 of 18 Pages


CUSIP No. 834376105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Lime Fund LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
3)		SEC USE ONLY

4)		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER

		0
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		0
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 4 of 18 Pages


CUSIP No. 834376105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Lime Overseas Fund, Ltd.
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
3)		SEC USE ONLY

4)		CITIZENSHIP OR PLACE OF ORGANIZATION

		Bermuda


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER

		0
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		0
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 5 of 18 Pages


CUSIP No. 834376105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Gregory E. Bylinsky
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
3)		SEC USE ONLY

4)		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER

		524,618
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		524,618
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	524,618
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 0.5%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 6 of 18 Pages


CUSIP No. 834376105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Mark Gorton
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
3)		SEC USE ONLY

4)		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER

		4,650,250
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		4,650,250
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,650,250
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 4.5%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 7 of 18 Pages

Item 1

(a).

Name of Issuer:

Solutia Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri 63166-6760

Item 2

(a).

Name of Person Filing:

This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant to an Agreement of Joint Filing dated as of November 23, 2005 and attached as Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on November 23, 2005:

(i) Lime Capital Management LLC, a Delaware limited liability company;

(ii) Lime Capital Management Administrators LLC, a Delaware limited liability company;

(iii) Lime Fund LLC, a Delaware limited liability company;

(iv) Lime Overseas Fund, Ltd., a Bermuda exempted mutual fund company;

(v) Gregory E. Bylinsky; and

(vi) Mark Gorton.

Lime Capital Management LLC is the investment manager and a managing member of Lime Fund LLC.

Lime Capital Management Administrators LLC is the investment manager of Lime Overseas Fund Ltd. and a managing member of Lime Fund LLC.

Gregory E. Bylinsky and Mark Gorton are the managing members of Lime Capital Management LLC and Lime Capital Management Administrators LLC.

Page 8 of 18 Pages

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The principal business office address of each of Lime Capital Management LLC, Lime Capital Management Administrators LLC, Lime Fund LLC, Gregory E. Bylinsky and Mark Gorton is:

377 Broadway, 11^th Floor

New York, New York 10013

The principal business office address of Lime Overseas Fund, Ltd. is:

Lime Overseas Fund, Ltd.

c/o Meridian Corporate Services Limited

P.O. Box HM 528

73 Front Street

Hamilton, HM CX, Bermuda

Item 2

(c).

Citizenship:

The place of organization or citizenship of each of the Reporting Persons is as follows:

Name of Reporting Person

Place of Organization/Citizenship

Lime Capital Management LLC

Delaware

Lime Capital Management Administrators LLC

Delaware

Lime Fund LLC

Delaware

Lime Overseas Fund, Ltd.

Bermuda

Gregory E. Bylinsky

United States

Mark Gorton

United States

Item 2

(d).

Title of Class of Securities:

Common Stock, $.01 par value

Item 2

(e).

CUSIP Number:

834376105

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Page 9 of 18 Pages

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(i)

Lime Capital Management LLC

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

(ii)

Lime Capital Management Administrators LLC

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

(iii)

Lime Fund LLC

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Page 10 of 18 Pages

(iv)

Lime Overseas Fund, Ltd.

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

(v)

Gregory E. Bylinsky

(a)

Amount beneficially owned:

524,618

(b)

Percent of class:

0.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

524,618

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

524,618

(iv)

Shared power to dispose or to direct the disposition of

(vi)

Mark Gorton

(a)

Amount beneficially owned:

4,650,250

(b)

Percent of class:

4.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

4,650,250

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

4,650,250

(iv)

Shared power to dispose or to direct the disposition of

The number of shares beneficially owned and the percentage of outstanding shares represented thereby, for each of the Reporting Persons, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on 104,459,578 shares of Common Stock issued and outstanding as of September 30, 2006, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2006.

Page 11 of 18 Pages


Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		The members of Lime Fund LLC had the right to participate in the receipt of dividends from, and proceeds from the sale of, the Common Stock held for the account of Lime Fund LLC in accordance with their ownership interests in Lime Fund LLC, and the shareholders of Lime Overseas Fund Ltd. had the right to participate in the receipt of dividends from, and proceeds from the sale of, the Common Stock held for the account of Lime Overseas Fund Ltd. in accordance with their ownership interests in Lime Overseas Fund Ltd.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Page 12 of 18 Pages


Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

Dated: December 11, 2006


LIME CAPITAL MANAGEMENT LLC

By:		/s/ Gregory E. Bylinsky
		Gregory E. Bylinsky
		Managing Member

Page 13 of 18 Pages


Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

Dated: December 11, 2006


LIME CAPITAL MANAGEMENT ADMINISTRATORS LLC

By:		/s/ Gregory E. Bylinsky
		Gregory E. Bylinsky
		Managing Member

Page 14 of 18 Pages


Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

Dated: December 11, 2006


LIME FUND LLC

By:	LIME CAPITAL MANAGEMENT LLC

	By:	/s/ Gregory E. Bylinsky
		Gregory E. Bylinsky
		Managing Member

Page 15 of 18 Pages


Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

Dated: December 11, 2006


LIME OVERSEAS FUND, LTD.

By:		/s/ Mark Gorton
		Mark Gorton
		Director

Page 16 of 18 Pages


Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

Dated: December 11, 2006

/s/ Gregory E. Bylinsky

Gregory E. Bylinsky

Page 17 of 18 Pages


Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

Dated: December 11, 2006

/s/ Mark Gorton

Mark Gorton

Page 18 of 18 Pages

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