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 19, 2006
THE
LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Ohio |
|
1-5263 |
|
34-0367600 |
| |
| |
| (State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
|
| 29400 Lakeland Boulevard, Wickliffe, Ohio |
|
|
44092-2298 |
|
| |
| |
|
|
|
|
| (Address of principal executive offices)
|
|
|
(Zip Code) |
|
Registrant’s telephone number, including area code: (440) 943-4200
Not Applicable
(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:
|
|
|
| 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 |
The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby
incorporated by reference in this Item 1.01.
|
|
|
| Item 2.03 |
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 19, 2006, Noveon, Inc. (“Noveon”), a Delaware corporation and wholly owned subsidiary
of The Lubrizol Corporation (“Lubrizol”), entered into a Letter of Guarantee with SK Corporation
(“SK”), a Korean company, (the “Guarantee”).
On May 1, 2006, Noveon and some of its affiliates sold their food ingredients and industrial
specialties businesses (the “Businesses”) to SPM Group Holdings, LLC (now known as Emerald
Performance Materials, LLC) (“Emerald”). As a result of the sale, Emerald become responsible for
contracts relating to the Businesses, including a Toluene Sale and Purchase Agreement between SK
Corporation and Noveon Kalama, Inc. dated December 6, 2005 (the “Toluene Agreement”). Although
Emerald has assumed the obligations under the Toluene Agreement, Noveon has guaranteed to SK the
timely performance of Emerald’s payment obligations under the Toluene Agreement for purchases
thereunder. The Toluene Agreement has a term that extends to
January 31, 2008.
If Emerald does not satisfy its obligations under the Toluene Agreement, SK shall notify
Noveon and use commercially reasonable efforts to collect what is due from Emerald. If it is
unable to collect from Emerald, then SK may make a demand on Noveon for payment of the outstanding
obligations. The Guarantee is revocable by Noveon upon 60 day’s prior written notice.
Because of the Guarantee’s existing revocation clause, Noveon estimates that the maximum liability under the Guarantee would be approximately
$19.2 million, representing the estimated liability for two shipments
to Emerald. However, both Noveon and Lubrizol management believe that it is highly unlikely that
Noveon will pay any monies pursuant to the Guarantee.
A copy of the Letter of Guarantee is attached as Exhibit 10.1 and is incorporated by
reference.
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits |
| |
|
|
| Exhibit Number |
|
Description |
| |
10.1
|
|
Letter of Guarantee dated as of May 19, 2006 by and between Noveon, Inc. and SK Corporation. |
2