-----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, BU9xR6OnnBWuT+U+ByRO1cBpw/Btv0qZbOUn42HBtANdFswVBOKz0cBLwxo42iP0 uaYxkAbSLE9m751yjAKZfA== 0000812708-03-000025.txt : 20030723 0000812708-03-000025.hdr.sgml : 20030723 20030627150327 ACCESSION NUMBER: 0000812708-03-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030627 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLMAN INC CENTRAL INDEX KEY: 0000812708 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 041671740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10033 FILM NUMBER: 03760871 BUSINESS ADDRESS: STREET 1: 595 SHREWSBURY AVENUE CITY: SHREWSBURY STATE: NJ ZIP: 07702 BUSINESS PHONE: (732)212-3300 MAIL ADDRESS: STREET 1: P.O. BOX 31331 CITY: CHARLOTTE STATE: NC ZIP: 28231 8-K 1 eightk033.htm FORM 8-K DATED JUNE 25, 2003 eightk033 >

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 25, 2003

  

Wellman, Inc.
(Exact name of registrant as specified in its charter)

Delaware

1-10033

04-1671740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

595 Shrewsbury Avenue, Shrewsbury, NJ
(Address of principal executive offices)

07702
(Zip Code)

Registrant's telephone number, including area code 732-212-3300

 

 

 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

991. Press Release dated June 25, 2003
99.2 Press Release dated June 26, 2003
99.3 Press Release dated June 27, 2003

Item 9. Regulation FD Disclosure

The Registrant issued a press release on June 25, 2003, which is attached hereto as exhibit 99.1, which announced details for the earnings call for the quarter ended June 30, 2003, a press release on June 26, 2003, which is attached hereto as exhibit 99.2, which announced the results of a special meeting of shareholders on that date, and a press release on June 27, 2003, which is attached hereto as exhibit 99.3, which announced the completion of a previously announced financing on that date.

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 thereunto duly authorized.

June 27, 2003

 

Wellman, Inc.

By: /s/Mark J. Ruday
Mark J. Ruday
Vice President, Chief Accounting Officer and Controller

EX-99.1 CHARTER 3 ex99_1.htm PRESS RELEASE DATED JUNE 25, 2003 ex99_1

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TO:

FROM:


RE:

DATE:

Investment Community Distribution List

Dennis Sabourin
Investor Relations Officer

Wellman, Inc., Second Quarter 2003 Financial Results and Conference Call

June 25, 2003

Wellman, Inc. plans to release its second quarter 2003 financial results before the open of New York financial markets on Thursday, July 24, 2003, and will host a conference call for the investment community at 1:00 p.m. that same day to review the results. To participate in the call, dial (800) 789-1044 domestically, or, for international calls (706) 634-1406, several minutes before start time. You will need the following passcode: 7633243.

If you are unavailable for the conference call, a taped replay will be accessible starting at 4:00 p.m. that day through 11:59 p.m. July 31, 2003. Dial (800) 642-1687 domestically, or, for international calls (706) 645-9291, to listen to the replay. You will need the passcode: 1487875 to access the replay.

The presentation will be webcast on Wellman's Internet home page. Details on how to connect to the webcast will be announced in a press release.

If you have any questions about the above, please call Doreen Graziano at (732) 212-3315.

Wellman, Inc. manufactures and markets high-quality polyester products, including PermaClearÒ and EcoClearÒ brand PET (polyethylene terephthalate) packaging resins and FortrelÒ brand polyester fibers. The world's largest PET plastic recycler, Wellman utilizes a significant amount of recycled raw materials in its manufacturing operations.

Forward-Looking Statements

Statements contained in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "expects," "anticipates," and similar expressions are intended to identify forward-looking statements. These statements are made as of the date hereof based upon current expectations and we undertake no obligation to update the information contained herein. These forward-looking statements involve certain risks and uncertainties, including but not limited to: demand and competition for polyester fiber and PET resins; the financial condition of our customers; availability and cost of raw materials; availability and cost of petrochemical feedstock necessary for the production process; availability of financing, changes in financial markets, interest rates, credit ratings, and foreign currency exchange rates; U.S., European, Far Eastern a nd global economic conditions; prices and volumes of imports; work stoppages; levels of production capacity and profitable operation of assets; changes in laws and regulations; prices of competing products; natural disasters; acts of terrorism; maintaining the operations of our existing production facilities; and the impact of a governmental investigation of pricing practices in the polyester staple fiber industry. Actual results may differ materially from those expressed herein. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of our common stock. For a more complete description of the prominent risks and uncertainties inherent in our business, see our Form 10-K/A for the year ended December 31, 2002.

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EX-99.2 BYLAWS 4 ex99_2.htm PRESS RELEASE DATED JUNE 26, 2003 ex99_2

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Contact: Dennis Sabourin
Investor Relations Officer
(732)212-3321

FOR IMMEDIATE FOR RELEASE




WELLMAN, INC. REPORTS RESULTS OF SPECIAL STOCKHOLDERS MEETING

 

Shrewsbury, NJ, June 26, 2003 - A Special Meeting of the Stockholders of Wellman, Inc. (NYSE:WLM) was convened today to consider:

  • the creation of a new Series A and Series B Convertible Preferred Stock,
  • the issuance of the new stock to Warburg Pincus,
  • the issuance of a warrant to acquire 1.25 million shares of Wellman common stock to Warburg Pincus,
  • the ratification of the prior issuance of a warrant to purchase 1.25 million shares of Wellman common stock to Warburg Pincus, and
  • the increase of the authorized shares of Wellman's common stock to 100 million and the issuance of common stock upon conversion of the preferred stock and exercise of the warrants.

Approximately 80% of the shares were represented at the meeting and 81% of the shares represented voted in favor of the proposals.

Tom Duff, Wellman's Chairman and Chief Executive Officer, said, "We are pleased that our stockholders overwhelmingly approved these proposals, which were recommended by Wellman's Board of Directors and management."

Wellman, Inc. manufactures and markets high-quality polyester products, including PermaClearÒ and EcoClearÒ brand PET (polyethylene terephthalate) packaging resins and FortrelÒ brand polyester fibers. The world's largest PET plastic recycler, Wellman utilizes a significant amount of recycled raw materials in its manufacturing operations.

 

 

 

Forward-Looking Statements

Statements contained in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "expects," "anticipates," and similar expressions are intended to identify forward-looking statements. These statements are made as of the date hereof based upon current expectations and we undertake no obligation to update the information contained herein. These forward-looking statements involve certain risks and uncertainties, including but not limited to: demand and competition for polyester fiber and PET resins; the financial condition of our customers; availability and cost of raw materials; availability and cost of petrochemical feedstock necessary for the production process; availability of financing, changes in financial markets, interest rates, credit ratings, and foreign currency exchange rates; U.S., European, Far Eastern a nd global economic conditions; prices and volumes of imports; work stoppages; levels of production capacity and profitable operation of assets; changes in laws and regulations; prices of competing products; natural disasters; acts of terrorism; maintaining the operations of our existing production facilities; and the impact of a governmental investigation of pricing practices in the polyester staple fiber industry. Actual results may differ materially from those expressed herein. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of our common stock. For a more complete description of the prominent risks and uncertainties inherent in our business, see our Form 10-K/A for the year ended December 31, 2002.

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EX-99.3 OTHER FIN ST 5 ex99_3.htm PRESS RELEASE DATED JUNE 27, 2003 ex99_3

LOGO

Contact: Dennis Sabourin
Investor Relations Officer
(732) 212-3321

FOR IMMEDIATE RELEASE

 

WELLMAN, INC. COMPLETES $126 MILLION PRIVATE EQUITY INVESTMENT AND $275 MILLION REVOLVING CREDIT FACILITY

 

Shrewsbury, NJ, June 27, 2003 - Wellman, Inc. (NYSE:WLM) today announced that it has completed the sale of $126 million of perpetual convertible preferred stock and warrants to Warburg Pincus, the global private equity firm, and entered into a new three-year, $275 million revolving credit facility. This transaction included the conversion of the previously issued $20 million convertible subordinated note plus accrued interest into preferred stock. The warrants, half of which were previously issued with the convertible subordinated note, enable Warburg Pincus to purchase 2.5 million shares of Wellman common stock at an exercise price of $11.25 per share. In addition, David Barr, a Warburg Pincus partner, was named a director of Wellman, Inc., increasing the size of Wellman's Board of Directors to ten members.

Wellman's shareholders approved the sale of the preferred stock in a Special Meeting of Shareholders held yesterday, with approximately 80% of the outstanding shares represented at the meeting and 81% of the shares represented voted in favor of the proposals. As a result of this investment, Warburg Pincus will have approximately 26% of the ownership of Wellman on an as converted basis. Proceeds from the transaction will be used primarily to pay down existing debt. J.P. Morgan Securities, Inc. was lead advisor and Fleet Securities, Inc. and Bear, Stearns & Co. were co-advisors on the equity transaction.

Tom Duff, Wellman's Chairman and Chief Executive Officer, said, "The strong show of support for this transaction by Wellman's shareholders reaffirms our view that this investment substantially improves our financial flexibility and allows us to build upon our strong competitive positions in the PET resin and polyester fiber businesses. We couldn't be more delighted to move forward with our strategy with a premier private equity firm like Warburg Pincus as our financial partner."

Mr. Barr, a Warburg Pincus Managing Director, said, "We are pleased to consummate this substantial investment in Wellman. We look forward to working with management and the Board to enhance shareholder value."

The bank facility is a three-year, $275 million revolving credit facility. J.P. Morgan was syndication agent, Fleet National Bank will serve as Administrative Agent and Deutsche Bank, National City Bank and Bank of Nova Scotia will serve as co-documentation agents for the facility.

"Our facility was positively received in the bank market, so we increased the size of the facility to $275 million, which is $100 million more than what was required to complete the private equity transaction," said Keith Phillips, Wellman's Chief Financial Officer. "After the issuance of the preferred stock and the closing of our Revolving Credit facility, we have a strong financial position and significant liquidity. "

Wellman, Inc. manufactures and markets high-quality polyester products, including PermaClearÒ and EcoClearÒ brand PET (polyethylene terephthalate) packaging resins and FortrelÒ brand polyester fibers. The world's largest PET plastic recycler, Wellman utilizes a significant amount of recycled raw materials in its manufacturing operations.

Warburg Pincus LLC has been a leading private equity investor since 1971. The firm currently has approximately $8 billion under management and $6 billion available for investment globally in a range of sectors including chemicals and industrials, energy and natural resources, financial services and technologies, healthcare and life sciences, information and communications technology, media and business services and real estate.

 

Forward-Looking Statements

Statements contained in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "expects," "anticipates," and similar expressions are intended to identify forward-looking statements. These statements are made as of the date hereof based upon current expectations and we undertake no obligation to update the information contained herein. These forward-looking statements involve certain risks and uncertainties, including but not limited to: demand and competition for polyester fiber and PET resins; the financial condition of our customers; availability and cost of raw materials; availability and cost of petrochemical feedstock necessary for the production process; availability of financing, changes in financial markets, interest rates, credit ratings, and foreign currency exchange rates; U.S., European, Far Eastern a nd global economic conditions; prices and volumes of imports; work stoppages; levels of production capacity and profitable operation of assets; changes in laws and regulations; prices of competing products; natural disasters; acts of terrorism; maintaining the operations of our existing production facilities; and the impact of a governmental investigation of pricing practices in the polyester staple fiber industry. Actual results may differ materially from those expressed herein. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of our common stock. For a more complete description of the prominent risks and uncertainties inherent in our business, see our Form 10-K/A for the year ended December 31, 2002.

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