8-K

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)
December 19, 2008

Wellman, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-10033
(Commission File Number) 04-1671740
(IRS Employer
Identification No.)

3303 Portland Harbor Drive
Bay St Louis, Mississippi
(Address of principal executive offices)
39520
(Zip Code)

Registrant’s telephone number, including area code: (228) 533-4480

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 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 10.1 Amendment to the Credit Agreement, dated December 19, 2008, by and among Wellman, Inc. as Funds Administrator and the other borrowers under the Credit Agreement party hereto
Exhibit 99.1 Press Release dated December 23, 2008

Item 1.01. —Entry into a Material Definitive Agreement.

          On December 19, 2008, Wellman, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) entered into an amendment of its senior secured super-priority Debtor in possession credit agreement dated February 27, 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 (the “DIP Lenders”). The amendment extends several dates and as a result of the amendment Wellman must:

• Provide documentation in substantially final form acceptable to the DIP Lenders for its exit facility and other financial accommodations required to consummate the plan of reorganization by January 9, 2009.

• Obtain an court order confirming its plan of reorganization by January 19, 2009,

• Emerge from bankruptcy by January 31, 2009.

          The amendment defers the time for the payment of certain fees related to prior amendment of the credit agreement from December 31^st until the earlier of the date the Company emerges from bankruptcy, January 31, 2009, or the termination of the Credit Agreement. The amendment also eliminates the requirement for a Chief Restructuring Officer and requires that the Company provide a liquidation budget to the administrative agent by January 15, 2009 which would be used if the Company did not emerge from bankruptcy prior to January 31, 2009.

          This description is qualified in its entirety by reference to Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

10.1 Amendment to the Credit Agreement, dated as of December 19, 2008, by and among Wellman, Inc. as Funds Administrator and the other borrowers under the Credit Agreement party hereto, each as Debtor and Debtor-in-possession, Deutsche Bank Trust Company Americas, as Administrative Agent, and the other financial institutions party hereto.

99.1 Press Release dated December 23, 2008.

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.
December 29, 2008	/s/ Keith R. Phillips
	Keith R. Phillips
	Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
	10.1	Amendment to the Credit Agreement, dated as of December 19, 2008, by and among Wellman, Inc. as Funds Administrator and the other borrowers under the Credit Agreement party hereto, each as Debtor and Debtor-in-possession, Deutsche Bank Trust Company Americas, as Administrative Agent, and the other financial institutions party hereto.
	99.1	Press Release dated December 23, 2008.

EX-10.1

Exhibit 10.1

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 10005

December 19, 2008

Wellman, Inc.
1041 521 Corporate Center Drive
Fort Mill, South Carolina 29715
Attention: Chief Financial Officer
and Treasurer and Chief Accounting Officer

Re:  Wellman, Inc. Credit Agreement dated as of February 27, 2008

     Reference is hereby made to that certain Credit Agreement, dated as of February 27, 2008, by and among Wellman, Inc. (the “Funds Administrator”) and the other Borrowers party thereto, as debtors and debtors in possession, as Borrowers, the Lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and the other agents signatory thereto (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

     The undersigned Administrative Agent, on behalf of the Majority Lenders, hereby consents to the Funds Administrator’s request that Section 9.1(i)(xv) of the Credit Agreement be amended by: (A) deleting clause (v) thereof in its entirety and replacing it with “(v) to have provided documentation in substantially final form relating to the exit facility and any other financial accommodations required to consummate the Reorganization Plan described in (i), above, in form and substance reasonably satisfactory to the Majority Lenders, by January 9, 2009”; (B) deleting “December 19, 2008” in sub clause (vi) thereof and replacing it with “January 19, 2009”; and (C) deleting “December 31, 2008” in sub clause (vii) thereof and replacing it with “January 31, 2009”.

     The final sentence of paragraph 3 of the Eleventh Amendment to Credit Agreement dated as of September 15, 2008 among the parities to the Credit Agreement is hereby modified by deleting the date “December 31, 2008” and replacing it with “January 31, 2009”. The final sentence of the penultimate paragraph of the Seventeenth Amendment to Credit Agreement dated as of November 25, 2008 between the Administrative Agent and the Funds Administrator is hereby modified by deleting “December 31, 2008” and replacing it with “January 31, 2009”. Section 8.24 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with “[intentionally omitted]”. On or before January 15, 2009, Borrowers shall provide the Administrative Agent with a liquidation budget to be utilized in the event that the Reorganization Plan is not confirmed or the Consummation Date des not occur on or prior to January 31, 2009, which liquidation budget shall be in form and substance satisfactory to the Administrative Agent.

     Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, a fee in the amount of $150,000 (the “19^th Amendment Fee”), which fee shall be fully earned on the Effective Date of this Amendment and due and payable in accordance with the terms hereof, shall be nonrefundable for any reason whatsoever and shall be in addition to any other fees, costs or expenses payable pursuant to the Credit Agreement, the Fee Letter or any other Loan Documents, including without limitation the fees payable under the joinder letter dated February 20, 2008. The 19^th Amendment Fee shall be paid to the Agent on the earliest to occur of January 31, 2009, the Facility Termination Date, and the Consummation Date.

     Except as expressly provided herein with respect to Sections 8.24 and 9.1(i)(xv) of the Credit Agreement and the Eleventh and Seventeenth Amendments thereto, (i) this letter shall not be construed as a consent, waiver or other modification with respect to any term, condition, or any other provision of the Credit Agreement or any other Loan Document, and each of the Loan Documents shall remain in full force and effect, and (ii) neither this letter, nor any other communication between the Administrative Agent and the Funds Administrator or any other Borrower shall be deemed to be a waiver, modification, or release of any Default or Event of Default, whether such Default or Event of Default arose or arises before, on or after the date hereof and whether or not known to the Administrative Agent.

[signature page follows]

-2-

Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent
By:	/s/ Dusan Lazarov
	Title: Dusan Lazarov
	Vice President
By:	/s/ Enrique Landaeta
	Title: Enrique Landaeta
	Vice President

Acknowledged and agreed as of this 19 day of December, 2008 WELLMAN, INC.
By:	/s/ Keith R. Phillips
	Title: Chief Financial Officer

Signature Page to 19th Amendment

EX-99.1

Exhibit 99.1

Contact: Keith R. Phillips
Chief Financial Officer
E-mail: keith.phillips@wellmaninc.com

FOR IMMEDIATE RELEASE

WELLMAN STAKEHOLDERS VOTE TO ACCEPT PLAN OF REORGANIZATION

Hancock County MS, December 23, 2008 — Wellman, Inc. ([OTC]: WMANQ.OB) announced that its stakeholders have overwhelmingly voted to support a modified plan of reorganization (the “Plan”), which would allow Wellman, Inc. (the “Company”) to emerge from bankruptcy in January 2009. More than 80% of eligible voting creditors voted to accept the Plan. The results of the voting by class are included in Exhibit A.

The Plan has been modified slightly from the Plan filed on November 10, 2008 and includes the following minor changes:

• The first and second lien holders will receive Third Lien Convertible Notes in the reorganized company (“Reorganized Wellman”) in exchange for their pre-petition claims. These Notes can be converted into 50% of Reorganized Wellman.

• The Plan Sponsor, SOLA LTD, will provide the Company with $35 million in cash in exchange for $40 million of Second Lien Convertible Notes. These Notes can be converted into 50% of Reorganized Wellman.

In order to allow the Company the time to provide notice of the modifications, the lenders under the Company’s DIP Facility amended the DIP agreement to provide the Company until January 19, 2009 to confirm the Plan and January 31^st to emerge from bankruptcy. Since the revisions to the Plan are not material and are not adverse to any of the constituents, the Company does not anticipate significant changes to the current voting results. The hearing on confirmation of the Plan is currently scheduled to occur on January 12, 2009.

Reorganized Wellman will maintain a Board of Directors which will include Mr. Ruday as well as six other individuals chosen by the Plan sponsor and the existing lien holders.

Mark Ruday, Wellman’s Chief Executive Officer, stated “now that we have a Plan that has the support of both groups of lien holders, we expect to emerge from bankruptcy as a stronger, more profitable and highly competitive company. We look forward to continue working with our customers, vendors, employees and stakeholders who have helped us to emerge from bankruptcy.”

Jonathan Henes, a partner at Kirkland and Ellis, stated, “the Company worked through unbelievably difficult circumstances in this bankruptcy, and will emerge because all its stakeholders worked together to develop an economically viable plan that maximizes their recovery.”

Wellman, Inc. manufactures and markets high-quality PermaClear® brand PET (polyethylene terephthalate) packaging resin.

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; prices and volumes of 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 facility. 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.

Exhibit A

Results of Voting

Class	First Lien Holders			Second Lien Holders			Unsecured Creditors
Votes to Confirm the Plan
% of Dollars		84.1	%		83.3	%		99.0	%
% of Number of Voters		90.0	%		81.3	%		94.6	%
Votes to Reject the Plan
% of Dollars		15.9	%		16.7	%		1.0	%
% of Number of Voters		10.0	%		15.9	%		5.4	%