Form 8-K 8-K 1 d8k.htm FORM 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): July 22, 2005

 


 

ROYSTER-CLARK, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   333-81235   76-0329525

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

1251 Avenue of the Americas-Suite 900

New York, New York

  10020
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 332-2965

 

 

(Former Name or Former Address, if Changed Since Last Report)

 


 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



The matters discussed in this Report include forward looking statements, which are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated in such forward looking statements. Such risks, uncertainties and other factors include those regarding the Registrant’s financial position, business, marketing and product introduction and development plans and objectives of management for future operations, and other risks detailed in the Registrant’s reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. The forward-looking statements are intended to help shareholders and others assess the Registrant’s business prospects and should be considered together with all information available. They are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Registrant cannot give assurance that the results anticipated herein will be attained.

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

ITEM 8.01 Other Events

 

Royster-Clark, Inc. announced on July 22, 2005 that the previously tender offer and consent solicitation for its outstanding 10 1/4% First Mortgage Notes due 2009 (“Notes”) expired at 5:00 p.m., New York City time, on Thursday, July 21, 2005. The Company has accepted for purchase all of the $172,215,000 aggregate principle amount of the Notes tendered, representing approximately 83.6% of the total principal amount outstanding. The Company also announced today that it has delivered a notice of redemption to the Trustee to redeem all $27,785,000 remaining outstanding principal amount of the Notes, on the redemption date of August 22, 2005, at a redemption price equal to the original principal amount thereof, plus accrued interest to the redemption date and the applicable premium provided in the Indenture as of the redemption date.

 

A copy of the press release is furnished and hereto attached as Exhibit 99.01 and is incorporated herein by reference.

 

The information contained in this report and the exhibit hereto attached are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits:

 

99.01   Press release of Royster-Clark, Inc. dated July 22, 2005 announcing expiration of tender offer and the delivery of notice of redemption for the securities not tendered.

 

The information furnished in this Item 9 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURES

 

Pursuant to the requirement 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.

 

    ROYSTER-CLARK, INC.
Date: July 22, 2005   By:  

/s/ Joel F. Dunbar


        Joel F. Dunbar
       

Vice President, Assistant Secretary

and Controller


EXHIBIT INDEX

 

EXHIBIT
NUMBER


 

EXHIBIT


   FILED WITH
THIS
REPORT


99.01   Press release of Royster-Clark, Inc. dated July 22, 2005 announcing expiration of tender offer and the delivery of notice of redemption for the securities not tendered.    X