-----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, RGFwMf0mFYyt6xhD/0DtnPFJCsKiw6sl0/qN+MrQWCTMjGBhFXI6JpaUapv8eZi2 NrOostzOEbeKOVO8/3x8Gg== 0000950135-08-003992.txt : 20080527 0000950135-08-003992.hdr.sgml : 20080526 20080527163254 ACCESSION NUMBER: 0000950135-08-003992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080520 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLMAN INC CENTRAL INDEX KEY: 0000812708 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MATERIAL, 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: 08861089 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 b70275wie8vk.htm WELLMAN, INC. e8vk
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UNITED STATES
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)
May 20, 2008
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.)
     
1041 521 Corporate Center Drive    
Fort Mill, South Carolina   29707
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (803) 835-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated May 23, 2008
Ex-99.2 Press Release dated May 21, 2008


Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.
     On May 22, 2008, Wellman Inc. (the “Company”) entered into a letter agreement amending its senior secured superpriority debtor in possession credit agreement dated February 26, 2008 (the “Credit Agreement”) among the Company and certain of its domestic subsidiaries, as borrowers, Deutsche Bank Securities Inc., as sole lead arranger and bookrunner, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, and the lenders that from time to time become party thereto. Under Section 9.1(i)(xvi) of the Credit Agreement as originally entered into, it would have been an event of default if the U.S. Bankruptcy Court (as defined below) did not enter an order in form and substance satisfactory to the administrative agent and the lenders, on or before May 22, 2008 (the “Order Deadline”), (A) approving bidding procedures, (B) scheduling a bidding deadline, auction date and sale hearing date, and (C) establishing procedures under Section 363 and 365 of the United States bankruptcy code for the sale of the Company. The letter agreement amended the Credit Agreement so that the Order Deadline is June 19, 2008. The letter agreement does not amend any other section of the Credit Agreement. For a description of the Credit Agreement and a copy thereof please see the Company’s Current Report on Form 8-K dated February 26, 2008 filed with the Securities and Exchange Commission on March 4, 2008. A copy of the related press release is attached hereto as Exhibit 99.1 hereto.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     Effective May 20, 2008, Mark Ruday, age 42, formerly Chief Operating Officer, was appointed President and Chief Executive Officer of the Company. A copy of the press release announcing Mr. Ruday’s appointment is attached hereto as Exhibit 99.2.
     Mr. Ruday began his career at Wellman as a financial analyst at the Palmetto plant in 1991, and has served in a variety of accounting and operational positions over the years with increasing levels of responsibility. His most recent positions have been Chief Operating Officer since January 2008, Vice President of Business Operations from March 2007 to January 2008 and Vice President and Chief Accounting Officer from May 2003 to March 2007.
     All material plans, contracts or arrangements to which Mr. Ruday is a party were described in the Company’s most recent Form 10-K, as amended. Mr. Ruday’s employment agreement (including the change of control provisions and severance provisions) may constitute an executory contract pursuant to Section 365 of the Bankruptcy Code and, as a result, may be subject to assumption or rejection by Wellman in the bankruptcy case. Mr. Ruday’s compensation has been increased to $500,000 annually and his target management incentive plan percentage will be 65%.

 


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     In addition, effective May 20, 2008, Mr. Ruday is a director of the Company. A decision has not been made as to which, if any, of the committees of the Board Mr. Ruday will be named.
     Effective May 20, 2008, Tom Duff transitioned the role of Chief Executive Officer to Mark Ruday. Mr. Duff will remain a member of Wellman’s Board of Directors.
Item 9.01. Financial Statements and Exhibits.
  (a)  
Not applicable.
 
  (b)  
Not applicable.
 
  (c)  
Exhibits
 
  99.1  
Press Release dated May 23, 2008.
 
  99.2  
Press Release dated May 21, 2008

2


Table of Contents

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.
         
  Wellman, Inc.
 
 
May 27, 2008  /s/ David R. Styka    
  David R. Styka   
  Vice President, Chief Accounting Officer
and Controller 
 
 

3


Table of Contents

EXHIBIT INDEX
     
Exhibit Number   Description
99.1
  Press Release dated May 23, 2008.
 
   
99.2
  Press Release dated May 21, 2008.

4

EX-99.1 2 b70275wiexv99w1.htm EX-99.1 PRESS RELEASE DATED MAY 23, 2008 exv99w1
Exhibit 99.1
(WELLMAN INC. LOGO)
     
 
  Contact: Michael Bermish
 
  Investor Relations Officer
 
  (803) 835-2238
FOR IMMEDIATE RELEASE
WELLMAN, INC. RECEIVES AN ADDITIONAL TWO WEEK EXTENSION
OF TIME FOR APPROVAL OF BIDDING PROCEDURES
Fort Mill, SC., May 23, 2008 — Wellman, Inc. ([OTC]: WMANQ.OB) announced that the lenders providing its Debtor in Possession (“DIP”) financing have granted the Company an additional two week extension of time so that the Company has until June 19, 2008 to have bidding procedures approved by the Bankruptcy Court. All other terms of the DIP financing remain the same. The Company, in consultation with its stakeholders, is continuing to evaluate offers and restructuring alternatives, including a plan of reorganization, in an effort to maximize the value of Wellman’s business on a going concern basis.  We are involved in a dynamic process and believe the majority of our stakeholders think a plan of reorganization is preferable to a sales process. This extension will provide Wellman with additional time to continue discussions with our stakeholders and interested parties to develop the terms of a plan of reorganization.
Mark Ruday, Wellman’s Chief Executive Officer stated, “We are encouraged by the progress we have made on our plan of reorganization. We appreciate the support our DIP lenders have provided by extending our deadlines for filing bidding procedures to enable us to work towards this plan of reorganization. A plan of reorganization is the most attractive alternative for Wellman’s stakeholders including its customers, suppliers and employees. We will continue to work with our stakeholders to be in a position to file a plan of reorganization in the shortest possible time period.”
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 of this report based upon current expectations, and we undertake no obligation to update this information. These forward-looking statements involve certain risks and uncertainties, including, but not limited to: our substantial liquidity needs and liquidity pressure; our substantial indebtedness and its impact on our financial health and operations; risks associated with our indebtedness containing floating interest rate provisions and its effect on our financial health if rates rise significantly; our ability to obtain additional financing in the future; risks associated with claims not discharged in the Chapter 11 cases and their effect on our results of operations and profitability; risks associated with the transfers of our equity, or issuances of equity in connection with our reorganization and our ability to utilize our federal income tax net operating loss carry-forwards in the future; our dependence on our management and employees; the adverse effect of competition on our performance; reduced raw material margins; availability and cost of raw materials; reduced sales volumes; increase in costs; volumes of textile imports; prices and volumes of

 


 

Exhibit 99.1
polyester staple fiber and PET resin imports; the financial condition of our customers; change in tax risks; environmental risks; natural disasters; regulatory changes; U.S., European, Asian and global economic conditions; work stoppages; levels of production capacity and profitable operations of assets; prices of competing products; acts of terrorism; and maintaining the operations of our existing production facilities. 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 for the year ended December 31, 2007.

 

EX-99.2 3 b70275wiexv99w2.htm EX-99.2 PRESS RELEASE DATED MAY 21, 2008 exv99w2
Exhibit 99.2
(WELLMAN INC. LOGO)
     
 
  Contact: Michael Bermish
 
  Investor Relations Officer
 
  (803) 835-2238
FOR IMMEDIATE RELEASE
WELLMAN, INC. APPOINTS MARK RUDAY CHIEF EXECUTIVE OFFICER
Fort Mill, SC., May 21, 2008 — Wellman, Inc. ([OTC]: WMANQ.OB) announced today that Mark Ruday has been appointed Chief Executive Officer and a Director of the Company. Mr. Ruday began his career at Wellman as a financial analyst at the Palmetto plant in 1991, and has served in a variety of accounting and operational positions over the years with increasing levels of responsibility. His most recent positions have been Chief Operating Officer since January 2008, Vice President of Business Operations from March 2007 to January 2008 and Vice President and Chief Accounting Officer from May 2003 to March 2007.
Dr. Richard Heitmiller, the newly elected Chairman of the Board of Directors for Wellman, stated, “Mr. Ruday has provided outstanding leadership and is poised to lead Wellman in its restructuring and reorganization process.”
Mr. Ruday stated, “I am excited to be leading a talented and dedicated group of employees in a process that will maximize value for all of Wellman’s stakeholders. Working together, we will improve the operating results of Wellman through better asset management and process efficiencies while restructuring our balance sheet.”
Tom Duff, the former Chairman and Chief Executive Officer, will remain a member of Wellman’s Board of Directors.
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 of this report based upon current expectations, and we undertake no obligation to update this information. These forward-looking statements involve certain risks and uncertainties, including, but not limited to: our substantial liquidity needs and liquidity pressure; our substantial indebtedness and its impact on our financial health and operations; risks associated with our indebtedness containing floating interest rate provisions and its effect on our financial health if rates rise significantly; our ability to obtain additional financing in the future; risks associated with claims not discharged in the Chapter 11 cases and their effect on our results of operations and profitability; risks associated with the transfers of our equity, or issuances of equity in connection with our reorganization and our ability to utilize our federal income tax net operating loss carry-forwards in the future; our dependence on our management and employees; the adverse effect of competition on our performance; reduced raw material margins; availability and cost of raw materials; reduced sales volumes; increase in costs; volumes of textile imports; prices and volumes of polyester staple fiber and PET resin imports; the financial condition of our customers; change in tax risks; environmental risks; natural disasters; regulatory changes; U.S., European, Asian and global economic conditions; work stoppages; levels of production capacity and profitable operations of assets; prices of competing products; acts of terrorism; and maintaining the operations of our existing production facilities. 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 for the year ended December 31, 2007.

 

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