Mga Batayang Estadistika
| CIK | 1315695 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ROC Energy Acquisition Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 17, 2015 |
ROC / / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 10, 2015 |
ROC / / VANGUARD GROUP INC Passive Investment SC 13G/A 1 rockwoodholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Rockwood Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 774415103 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule pursu |
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| January 29, 2015 |
Financial Statements and Exhibits, Other Events 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): January 29, 2015 Rockwood Holdings, Inc. (Exact name of registrant as specified in charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32609 Rockwood Holdings, Inc. (Exact name of registrant as specified in i |
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| January 29, 2015 |
EX-4.2 3 ss414511ex0402.htm THIRD SUPPLEMENTAL INDENTURE Exhibit 4.2 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE, dated as of January 29, 2015 (this “Third Supplemental Indenture”), among Albemarle Corporation, a Virginia corporation (the “Parent”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, Rockwood Specialties Group, Inc., a Delaware corp |
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| January 29, 2015 |
Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE, dated as of January 29, 2015 (this ?Fourth Supplemental Indenture?), among Albemarle Corporation, a Virginia corporation (the ?Company?), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, Rockwood Holdings, Inc. (as successor by merger to Albemarle Holdings Corporation), a Delaware corpora |
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| January 29, 2015 |
ROC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment SC 13G/A 1 rockwood13ga312312014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rockwood Holdings, Inc. Common Stock (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| January 28, 2015 |
Registration No. 333-132065 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCKWOOD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 52-2277366 (I.R.S. Employer Identification Number) |
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| January 28, 2015 |
Registration No. 333-161511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCKWOOD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 52-2277366 (I.R.S. Employer Identification Number) |
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| January 23, 2015 |
POSASR 1 ss413489posasr.htm POST-EFFECTIVE AMENDMENT NO. 1 Registration No. 333-183959 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCKWOOD HOLDINGS, INC.* (Exact name of registrant as specified in its charter) Delaware 52-2277366 (State or other jurisdiction of incorporat |
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| January 14, 2015 |
ROC / / Oz Management LP - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment SC 13D/A 1 d851905dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) Joel M. Frank OZ Management LP 9 West 57th Street, 39th Floor New York, |
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| January 13, 2015 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 26, 2015, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 12, 2015 |
8-K 1 a15-208228k.htm 8-K 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): January 12, 2015 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| January 12, 2015 |
EX-4.1 3 a15-20822ex4d1.htm EX-4.1 Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of January 12, 2015 (this “Second Supplemental Indenture”), among Albemarle Corporation, a Virginia corporation (the “Company”), whose principal office is located at 451 Florida Street, Baton Rouge, Louisiana 70801, Rockwood Specialties Group, Inc., a Delaware corporation (the “Issu |
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| January 12, 2015 |
EX-3.2 2 a15-20822ex3d2.htm EX-3.2 Exhibit 3.2 BYLAWS OF ROCKWOOD HOLDINGS, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Registered Office 1 Section 1.02. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 2 Section 2.05. Adjournments 2 Section |
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| January 9, 2015 |
CORRESP 1 filename1.htm January 9, 2015 VIA EDGAR Terence O’Brien Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Rockwood Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 4, 2014 File No. 1-32609 Dear Mr. O’Brien, This letter is in response to your correspondence dated December 30, 2014, conc |
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| November 14, 2014 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): November 14, 2014 Rockwood Holdings, Inc. |
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| November 14, 2014 |
Exhibit 99.1 PRESS RELEASE Albemarle and Rockwood shareholders approve transaction · European regulatory clearance received · Transaction expected to close in first quarter 2015 BATON ROUGE, LA and PRINCETON, NJ, November 14, 2014 — Albemarle Corporation (NYSE: ALB) and Rockwood Holdings, Inc. (NYSE: ROC) announced that shareholders from both companies approved the proposals relating to Albemarle’ |
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| November 7, 2014 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EX-99.2 3 ss405913ex9902.htm UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the merger. Under the terms of the merger agreement, each outstanding share of Rockwood common stock (other t |
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| November 7, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - CURRENT REPORT 425 1 ss4059138k.htm CURRENT REPORT 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): November 7, 2014 ALBEMARLE CORPORATION (Exact name of registrant as specified in charter) Virginia 001-12658 54-1692118 (State or other jurisdictio |
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| November 7, 2014 |
DEFA14A 1 a14-239442defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a |
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| November 7, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - CURRENT REPORT 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): November 6, 2014 ALBEMARLE CORPORATION (Exact name of registrant as specified in charter) Virginia 001-12658 54-1692118 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2014 |
EX-95.1 4 a14-197931ex95d1.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of |
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| November 7, 2014 |
8-K 1 a14-2394418k.htm 8-K 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): November 6, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| November 7, 2014 |
ROC / 10-Q - Quarterly Report - 10-Q 10-Q 1 a14-19793110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Roc |
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| November 7, 2014 |
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in millions, except per share amounts; shares in thousands) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2014 2013 2014 2013 Net sales $ 356.3 $ 345.8 $ 1,073.1 $ 1,030.8 Cost of products sold 193.4 193.1 585.3 567.5 Gross profit 162.9 152.7 487.8 463.3 Selling, general |
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| November 6, 2014 |
DEFA14A 1 a14-238042defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a |
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| November 6, 2014 |
8-K 1 a14-2380438k.htm 8-K 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): November 6, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| November 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 5, 2014 Rockwood Holdings, Inc. |
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| November 5, 2014 |
November 5, 2014 Third Quarter 2014 Results Exhibit 99.2 November 5, 2014 Third Quarter 2014 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should,” “could,” “likely,” |
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| November 5, 2014 |
Rockwood Reports Third Quarter 2014 Results EX-99.1 2 a14-236041ex99d1.htm EX-99.1 Exhibit 99.1 Rockwood Reports Third Quarter 2014 Results Highlights · Strong quarterly results and margins driven by strong demand growth from nearly all surface treatment applications, lithium battery applications, potash and the Talison joint venture, offset partially by organometallics · Adjusted earnings per share from continuing operations - $0.63 per sh |
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| November 5, 2014 |
DEFA14A 1 a14-236042defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only ( |
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| October 31, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FILING PURSUANT TO RULE 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Albemarle 451 Florida St Telephone: 225-388-8011 Baton Rouge, Louisiana 70801-1765 Facsimile: 225-388-7686 Your Vote is Important October 31, 2014 Dear Fellow Stockholder, We have previously sent to you proxy materia |
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| October 23, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FILING PURSUANT TO RULE 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Forward-Looking Statements Some of the information presented in this transcript and the transcribed conference call and discussions, including, without limitation, statements with respect to the proposed transaction |
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| October 21, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 20, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FILING PURSUANT TO RULE 425 425 1 ss404385425.htm FILING PURSUANT TO RULE 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Albemarle Corporation Investor Presentation October 2014 Albemarle Forward Looking Statements Some of the information presented in this document and discussions that |
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| October 17, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FILING PURSUANT TO RULE 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Albemarle 451 Florida St Telephone: 225-388-8011 Baton Rouge, Louisiana 70801-1765 Facsimile: 225-388-7686 October 17, 2014 Dear Fellow Stockholder, We have previously sent to you proxy materials for the Special Meet |
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| October 14, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FILING UNDER SECURITIES ACT RULE 425 425 1 ss404017425.htm FILING UNDER SECURITIES ACT RULE 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Hello Everyone, As an Albemarle employee, you have a vested interest in the future growth and success of the company. As we move forward with the previously |
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| October 1, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FORM 8-K/A 425 1 d791195d8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 15, 2014 ALBEMARLE CORPORATION (Exact name of registrant as specified in charter) Virginia 001-12658 54-1692118 (State or other jurisdiction of |
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| October 1, 2014 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K 1 a14-2175318k.htm 8-K 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): October 1, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| October 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 1, 2014 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EX-99.4 5 d791195dex994.htm EXHIBIT 99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the merger. Under the terms of the merger agreement, each outstanding share of Rockwood common stock (other than any Rockwood excluded share) will be converted i |
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| October 1, 2014 |
EX-99.1 2 a14-217531ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Rockwood Completes Sale of Its Titanium Dioxide Pigments and Four Other Non-Strategic Businesses to Huntsman Princeton, NJ USA (October 1, 2014) — Rockwood Holdings, Inc. (NYSE: ROC) announced that it completed today the previously announced sale of the Titanium Dioxide Pigments and four other non-strategic businesses to Huntsman Cor |
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| October 1, 2014 |
EX-99.3 4 d791195dex993.htm EXHIBIT 99.3 EXHIBIT 99.3 ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in millions, except per share amounts; shares in thousands) (Unaudited) Three months ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Net sales $ 362.3 $ 347.9 $ 716.8 $ 685.0 Cost of products sold 199.3 190.4 391.9 374.4 Gross profit 1 |
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| October 1, 2014 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 1, 2014 |
EXHIBIT 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Rockwood Holdings, Inc. Princeton, New Jersey We have audited the accompanying consolidated balance sheets of Rockwood Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, changes |
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| September 22, 2014 |
ROC / / Oz Management LP - SC 13D Activist Investment SC 13D 1 d791600dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) Joel M. Frank OZ Management LP 9 West 57th Street, 39th Floor New York, NY 10019 212-790-0000 (Nam |
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| September 18, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Forward-Looking Statements Some of the information presented in this transcript and the accompanying presentation, including, withou |
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| September 17, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FORM 8-K 425 1 d791069d8k.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): September 16, 2014 ALBEMARLE CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 001-12658 54-1692118 (State or Other Jurisdictio |
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| September 17, 2014 |
EX-99.1 2 a14-210601ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Holdings, Inc. Sets November 14 as Date of Special Shareholder Meeting in Connection with Proposed Merger with Albemarle Corporation PRINCETON, NJ (USA) — (September 16, 2014) — Rockwood Holdings, Inc. (NYSE: ROC) today announced that it has set a date for a special meeting of its shareholders to consid |
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| September 17, 2014 |
DEFA14A 1 a14-2106018k.htm 8-K 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): September 16, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorpora |
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| September 17, 2014 |
Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Holdings, Inc. Sets November 14 as Date of Special Shareholder Meeting in Connection with Proposed Merger with Albemarle Corporation PRINCETON, NJ (USA) — (September 16, 2014) — Rockwood Holdings, Inc. (NYSE: ROC) today announced that it has set a date for a special meeting of its shareholders to consider and vote on the adoption of the prop |
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| September 17, 2014 |
EX-99.1 Exhibit 99.1 Albemarle Corporation sets November 14 as date of special shareholder meeting in connection with proposed acquisition of Rockwood Holdings (BATON ROUGE, LA) September 16, 2014 – Albemarle Corporation (NYSE: ALB) today announced that it has set a date for a special meeting of its shareholders to consider and vote on the issuance of Albemarle shares of common stock in connection |
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| September 17, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 a14-2106018k.htm 8-K 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): September 16, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation |
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| September 10, 2014 |
EX-99.1 2 d787530dex991.htm EX-99.1 Exhibit 99.1 Press Release Albemarle Corporation announces expiration of Hart-Scott-Rodino waiting period for proposed acquisition of Rockwood Holdings (BATON ROUGE, La.) September 10, 2014 – Albemarle Corporation (NYSE: ALB, “Albemarle”) today announced the expiration of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvem |
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| September 10, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FORM 8-K 425 1 d787530d8k.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): September 10, 2014 ALBEMARLE CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 001-12658 54-1692118 (State or Other Jurisdictio |
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| September 10, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d787054d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT ALB - Albemarle Corp at KeyBanc Capital Markets Basic Materials |
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| August 28, 2014 |
8-K 1 a14-2010918k.htm 8-K 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): August 27, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| August 19, 2014 |
ROC / / Oz Management LP - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment SC 13D/A 1 d775217dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) Joel M. Frank OZ Management, LP 9 West 57th Street, 39th Floor New Yo |
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| August 14, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d773262d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Albemarle Corporation Investor Presentation Scott Tozier, Sr. Vice President and Chief Financial Officer Matt |
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| August 14, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d776798d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Event ID: 140412523491 Culture: en-US Event Name: Albemarle Corp at Jefferies Global Industrials Conference Ev |
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| August 11, 2014 |
ROC / / PRICE T ROWE ASSOCIATES INC /MD/ - ROC AS OF 07/31/2014 Passive Investment SC 13G/A 1 roc13gajul14.htm ROC AS OF 07/31/2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* ROCKWOOD HOLDINGS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 774415103 (CUSIP Number) July 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to des |
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| August 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant as spe |
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| August 8, 2014 |
EX-95.1 4 a14-140801ex95d1.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of |
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| August 7, 2014 |
DEFA14A 1 a14-185931defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a |
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| August 6, 2014 |
Exhibit 99.1 Rockwood Reports Second Quarter 2014 Results On July 15 a Merger was Announced with Albemarle Valuing Rockwood at ~ $6.2 billion Combination creates a Premier Global Specialty Chemicals Company Quarter Highlights ? Completed the acquisition of a 49% interest in Talison ? Strong quarterly results and margins driven by strong demand growth from nearly all surface treatment applications, |
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| August 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a14-1838418k.htm 8-K 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): August 6, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (C |
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| August 6, 2014 |
August 6, 2014 Second Quarter 2014 Results Exhibit 99.2 August 6, 2014 Second Quarter 2014 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should,” “could,” “likely,” |
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| August 4, 2014 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K/A 1 a14-1817618ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 28, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporatio |
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| July 31, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d760119d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Rockwood Employee Video Script Important Information for Stockholders and Investors Nothing in this video pres |
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| July 31, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d769183d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Transcript: Albemarle Earnings Call Event Date: 2014-07-31 Forward-Looking Statements Some of the information |
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| July 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| July 30, 2014 |
8-K 1 a14-1799718k.htm 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 24, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| July 25, 2014 |
ROC / / Oz Management LP - SCHEDULE 13D Activist Investment SC 13D 1 d764463dsc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) Joel M. Frank OZ Management, LP 9 West 57th Street, 39th Floor New York, NY 10019 212-790-00 |
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| July 21, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) AI&P Customer Letter Dear Customer, As you may have seen, Albemarle recently announced an agreement to acquire Rockwood Holdings, a |
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| July 18, 2014 |
DEFA14A 1 a14-1705438k.htm 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 15, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporatio |
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| July 18, 2014 |
EX-2.1 2 a14-170543ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION, and ROCKWOOD HOLDINGS, INC. Dated as of July 15, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 1 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of |
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| July 18, 2014 |
EX-2.1 2 a14-170543ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION, and ROCKWOOD HOLDINGS, INC. Dated as of July 15, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 1 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of |
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| July 18, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - FORM 8-K 425 1 d758511d8k.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 15, 2014 ALBEMARLE CORPORATION (Exact name of registrant as specified in charter) Virginia 001-12658 54-1692118 (State or other jurisdiction of inco |
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| July 18, 2014 |
8-K 1 a14-1705438k.htm 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 15, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| July 18, 2014 |
EX-2.1 2 d758511dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION, and ROCKWOOD HOLDINGS, INC. Dated as of July 15, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 1 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of Inc |
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| July 16, 2014 |
Employee Talking Points and Q&A Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Employee Talking Points and Q&A • By now you have heard the exciting news that we’ve entered into an agreement to acquire Rockwood. You |
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| July 16, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d758940d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 001-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Transcript: Albemarle and Rockwood Announce Merger to Create a Premier Specialty Chemicals Company Conferenc |
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| July 16, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d758494d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) Supplier/Partner Letter Dear [Supplier/Partner]: I am pleased to inform you that Albemarle recently announced |
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| July 15, 2014 |
EX-99.3 4 a14-170542ex99d3.htm EX-99.3 Exhibit 99.3 Albemarle Acquisition of Rockwood July 15, 2014 A Compelling Combination to Accelerate Albemarle’s Growth Forward Looking Statements Some of the information presented in this document and discussions that follow, including, without limitation, statements with respect to the transaction and the anticipated consequences and benefits of the transact |
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| July 15, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 1 d756987d425.htm 425 Filed by Albemarle Corporation (Commission File No.: 1-12658) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rockwood Holdings, Inc. (Commission File No: 1-32609) July 15, 2014 Fellow Albemarle Employees: I am pleased to share with you that just a few minutes ago, Albemarl |
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| July 15, 2014 |
EX-99.1 2 d757194dex991.htm EX-99.1 Exhibit 99.1 ALBEMARLE AND ROCKWOOD ANNOUNCE MERGER TO CREATE A PREMIER SPECIALTY CHEMICALS COMPANY Combination Will Have Leading Positions Across Four High-Growth, High-Margin Businesses Accelerates Growth Prospects and Generates over $1 Billion in Pro-Forma Adjusted EBITDA BATON ROUGE, LA and PRINCETON, NJ – July 15, 2014 – Albemarle Corporation (NYSE: ALB) an |
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| July 15, 2014 |
ROCKWOOD AND ALBEMARLE TO MERGE: Rockwood Lithium & Chemetall FAQ Exhibit 99.4 ROCKWOOD AND ALBEMARLE TO MERGE: Rockwood Lithium & Chemetall FAQ 1. What was announced today? · This morning, Albemarle and Rockwood announced that their respective Boards of Directors have approved a definitive agreement to merge in a cash and stock transaction valued at approximately $6.2 billion. 2. Who is Albemarle? · Albemarle is a leading specialty chemical company, based in Ba |
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| July 15, 2014 |
Exhibit 99.1 ALBEMARLE AND ROCKWOOD ANNOUNCE MERGER TO CREATE A PREMIER SPECIALTY CHEMICALS COMPANY Combination Will Have Leading Positions Across Four High-Growth, High-Margin Businesses Accelerates Growth Prospects and Generates over $1 Billion in Pro-Forma Adjusted EBITDA BATON ROUGE, LA and PRINCETON, NJ — July 15, 2014 — Albemarle Corporation (NYSE: ALB) and Rockwood Holdings, Inc. (NYSE: ROC |
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| July 15, 2014 |
Exhibit 99.3 Albemarle Acquisition of Rockwood July 15, 2014 A Compelling Combination to Accelerate Albemarle’s Growth Forward Looking Statements Some of the information presented in this document and discussions that follow, including, without limitation, statements with respect to the transaction and the anticipated consequences and benefits of the transaction, the targeted close date for the tr |
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| July 15, 2014 |
DEFA14A 1 a14-1705428k.htm 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 15, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporatio |
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| July 15, 2014 |
Exhibit 99.2 Event ID: 140809836212 Culture: en-US Event Name: Albemarle and Rockwood Announce Merger to Create a Premier Specialty Chemicals Company Conference Call Event Date: 2014-07-15T12:30:00 UTC C: Lorin Crenshaw;Albemarle Corporation;VP, Treasurer & IR C: Luke Kissam;Albemarle Corporation;President, CEO C: Bob Zatta;Rockwood Holdings, Inc.;CEO & CFO C: Scott Tozier;Albemarle Corporation;SV |
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| July 15, 2014 |
Exhibit 99.5 Rockwood and Albemarle To Merge: Customer/Supplier/PartnerTalking Points Customer Key Messages · Rockwood and Albemarle announced a definitive agreement under which Rockwood has agreed to combine with Albemarle in a cash and stock transaction valued at approximately $6.2 billion. · Until the transaction closes, which we expect will occur in the first quarter of 2015, we will continue |
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| July 15, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 15, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (Commission File Number) (IR |
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| July 15, 2014 |
EX-99.1 2 a14-170542ex99d1.htm EX-99.1 Exhibit 99.1 ALBEMARLE AND ROCKWOOD ANNOUNCE MERGER TO CREATE A PREMIER SPECIALTY CHEMICALS COMPANY Combination Will Have Leading Positions Across Four High-Growth, High-Margin Businesses Accelerates Growth Prospects and Generates over $1 Billion in Pro-Forma Adjusted EBITDA BATON ROUGE, LA and PRINCETON, NJ — July 15, 2014 — Albemarle Corporation (NYSE: ALB) |
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| July 15, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 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 15, 2014 ALBEMARLE CORPORATION (Exact name of registrant as specified in charter) Virginia 001-12658 54-1692118 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 15, 2014 |
EX-99.2 3 a14-170542ex99d2.htm EX-99.2 Exhibit 99.2 Event ID: 140809836212 Culture: en-US Event Name: Albemarle and Rockwood Announce Merger to Create a Premier Specialty Chemicals Company Conference Call Event Date: 2014-07-15T12:30:00 UTC C: Lorin Crenshaw;Albemarle Corporation;VP, Treasurer & IR C: Luke Kissam;Albemarle Corporation;President, CEO C: Bob Zatta;Rockwood Holdings, Inc.;CEO & CFO C |
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| July 15, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 Acquisition of Rockwood Holdings Accelerating Albemarle’s Growth Strategy Proprietary Information of Albemarle Corporation Filed by Albemarle Corporation (Commission File No. |
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| July 15, 2014 |
EX-99.5 6 a14-170542ex99d5.htm EX-99.5 Exhibit 99.5 Rockwood and Albemarle To Merge: Customer/Supplier/PartnerTalking Points Customer Key Messages · Rockwood and Albemarle announced a definitive agreement under which Rockwood has agreed to combine with Albemarle in a cash and stock transaction valued at approximately $6.2 billion. · Until the transaction closes, which we expect will occur in the f |
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| July 15, 2014 |
ROCKWOOD AND ALBEMARLE TO MERGE: Rockwood Lithium & Chemetall FAQ EX-99.4 5 a14-170542ex99d4.htm EX-99.4 Exhibit 99.4 ROCKWOOD AND ALBEMARLE TO MERGE: Rockwood Lithium & Chemetall FAQ 1. What was announced today? · This morning, Albemarle and Rockwood announced that their respective Boards of Directors have approved a definitive agreement to merge in a cash and stock transaction valued at approximately $6.2 billion. 2. Who is Albemarle? · Albemarle is a leading |
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| July 15, 2014 |
ALB / Albemarle Corp. 425 - Merger Prospectus - 425 425 Albemarle Acquisition of Rockwood July 15, 2014 A Compelling Combination to Accelerate Albemarle’s Growth Filed by Albemarle Corporation (Commission File No. |
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| July 11, 2014 |
8-K/A 1 a14-1705418ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 17, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorpora |
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| June 23, 2014 |
Rockwood Announces Executive Leadership Changes EX-99.1 3 a14-158461ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Announces Executive Leadership Changes Princeton, NJ USA (June 18, 2014) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that Seifi Ghasemi will step down as the Company’s Chief Executive Officer on June 30, 2014, in order to become Chairman, President and Chief Executive Officer of Air Products & |
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| June 23, 2014 |
Exhibit 10.1 June 18, 2014 BY HAND Mr. Robert J. Zatta Bob: The purpose of this letter is to confirm our mutual understandings and agreement with respect to your employment agreement with Rockwood Specialties LLC (formerly, Rockwood Specialties, Inc., and hereinafter the “Company”), dated November 13, 2008, as amended (the “Employment Agreement”), as a result of your appointment as Acting Chief Ex |
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| June 23, 2014 |
8-K 1 a14-1584618k.htm 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): June 17, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| June 20, 2014 |
Maximizing Shareholder Value Investor Presentation June 2014 EX-99.1 2 a14-157581ex99d1.htm EX-99.1 Exhibit 99.1 Maximizing Shareholder Value Investor Presentation June 2014 Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Wo |
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| June 20, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 20, 2014 Rockwood Holdings, Inc. |
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| June 2, 2014 |
EX-99.1 3 a14-144401ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Completes the Acquisition of 49% Interest in Talison Lithium · Provides ownership interest in the world’s largest and richest spodumene source of lithium · Strengthens further Rockwood’s #1 position as a leading global integrated producer of lithium compounds and chemicals · Accretes to Rockwood’s 2014 |
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| June 2, 2014 |
EX-1.02 2 a14-137981ex1d02.htm EX-1.02 Exhibit 1.02 Conflict Minerals Report This Conflict Minerals Report for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). On August 22, 2012, the Securities and Exchange Commission adopted Rule 13p-1 pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection |
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| June 2, 2014 |
SD 1 a14-137981sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation or organization) 100 Overlook Center, Princeton, Ne |
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| June 2, 2014 |
Deed of Cross Security Tianqi UK Limited RT Lithium Limited EX-10.1 2 a14-144401ex10d1.htm EX-10.1 Exhibit 10.1 Deed of Cross Security Tianqi UK Limited RT Lithium Limited TABLE OF CONTENTS Particulars 1 Recitals 1 1 Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 3 1.3 Supremacy of interpretation 3 2 Limited Recourse 4 2.1 Limit and release 4 2.2 Exceptions (Fraud and negligence) 4 2.3 Unrestricted remedies 4 2.4 Restricted remedies |
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| June 2, 2014 |
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 28, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| May 19, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a14-1302918k.htm 8-K 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): May 19, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of inco |
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| May 19, 2014 |
Maximizing Shareholder Value Investor Presentation May 2014 EX-99.1 2 a14-130291ex99d1.htm EX-99.1 Exhibit 99.1 Maximizing Shareholder Value Investor Presentation May 2014 Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Wor |
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| May 9, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K 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): May 9, 2014 Rockwood Holdings, Inc. |
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| May 8, 2014 |
Exhibit 2.1 RT Lithium Limited Tianqi Group HK Co., Limited Leader Investment Corporation Windfield Holdings Pty Ltd Amended and Restated Acquisition Agreement Acquisition of shares in the capital of Windfield Holdings Pty Ltd Allens QV.1 Building 250 St Georges Terrace Perth WA 6000 Tel +61 8 9488 3700 Fax +61 8 9488 3701 www.allens.com.au ? Allens, Australia 2014 Allens is an independent partner |
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| May 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant as sp |
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| May 8, 2014 |
Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of Pattern Violations Under Section 104(e) |
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| May 8, 2014 |
Exhibit 10.1 Chengdu Tianqi Group Co., Ltd. and Tianqi Group HK Co., Limited Sichuan Tianqi Lithium Industries, Inc. and Tianqi UK Limited RT Lithium Limited Windfield Holdings Pty Ltd Shareholders Agreement Allens QV.1 Building 250 St Georges Terrace Perth WA 6000 Tel +61 8 9488 3700 Fax +61 8 9488 3701 www.allens.com.au ? Allens, Australia 2014 Allens is an independent partnership operating in a |
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| May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 7, 2014 Rockwood Holdings, Inc. |
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| May 7, 2014 |
Rockwood Reports First Quarter 2014 Results EX-99.1 2 a14-120761ex99d1.htm EX-99.1 Exhibit 99.1 Rockwood Reports First Quarter 2014 Results Quarter Highlights · Achieved strong quarterly results driven primarily by Surface Treatment · Adjusted earnings per share from continuing operations - $0.43 per share versus $0.29 per share · Adjusted EBITDA from continuing operations - $81 million versus $77 million · Launched share repurchase program |
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| May 7, 2014 |
May 7, 2014 First Quarter 2014 Results Exhibit 99.2 May 7, 2014 First Quarter 2014 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should,” “could,” “likely,” “ant |
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| April 4, 2014 |
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement 8-K 1 a14-1000018k.htm 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): March 31, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| March 28, 2014 |
DEF 14A 1 a2219210zdef14a.htm DEF 14A Use these links to rapidly review the document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Pr |
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| March 10, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): March 10, 2014 Rockwood Holdings, Inc. |
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| March 10, 2014 |
Maximizing Shareholder Value Investor Presentation March 2014 Exhibit 99.1 Maximizing Shareholder Value Investor Presentation March 2014 Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should,” |
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| March 4, 2014 |
WINDFIELD HOLDINGS PTY LTD as Borrower RT LITHIUM LIMITED as Lender SUBSCRIPTION LOAN AGREEMENT Exhibit 10.75 Execution Version CLIFFORD CHANCE WINDFIELD HOLDINGS PTY LTD as Borrower RT LITHIUM LIMITED as Lender SUBSCRIPTION LOAN AGREEMENT CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Loan 5 3. Loan Security 5 4. Conditions of Drawdown 5 5. Repayment 5 6. Interest 6 7. Tax Gross Up and Indemnities 6 8. Costs and Expenses 7 9. Representations 8 10. Events of Default 9 11. As |
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| March 4, 2014 |
WINDFIELD HOLDINGS PTY LTD as Borrower RT LITHIUM LIMITED as Lender LOAN AGREEMENT EX-10.74 3 a14-11301ex10d74.htm EX-10.74 Exhibit 10.74 Execution Version CLIFFORD CHANCE WINDFIELD HOLDINGS PTY LTD as Borrower RT LITHIUM LIMITED as Lender LOAN AGREEMENT CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Loan 8 3. Loan Security 8 4. Conditions of Drawdown 8 5. Repayment 10 6. Prepayment 11 7. Interest 12 8. Tax Gross Up and Indemnities 13 9. Costs and Expenses 14 10 |
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| March 4, 2014 |
ROCKWOOD HOLDINGS, INC. MARKET STOCK UNIT AWARD AGREEMENT Exhibit 10.80 ROCKWOOD HOLDINGS, INC. MARKET STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (the ?Agreement?), is made, effective as of December 13, 2013 (the ?Grant Date?) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the ?Company?), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate, hereinafter referred to as the ?Employee?. For purposes of this Ag |
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| March 4, 2014 |
R e c o r d e d in Frankfurt am Main on 29 November 2013 Exhibit 10.78 Deed Register Number 653/2013-SF R e c o r d e d in Frankfurt am Main on 29 November 2013 Before me, the undersigned notary in the district of the Higher Regional Court (Oberlandesgericht) of Frankfurt am Main Dr. Sabine Funke with her office in Frankfurt am Main, the following persons appeared today in the premises of Clifford Chance Partnerschaftsgesellschaft von Rechtsanw?lten, Wi |
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| March 4, 2014 |
ROCKWOOD HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.79 ROCKWOOD HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (the ?Agreement?), is made, effective as of December 13, 2013 (the ?Grant Date?) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the ?Company?), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate, hereinafter referred to as the ?Employee?. For purposes of thi |
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| March 4, 2014 |
Deed of Cross Security Tianqi Group HK Co., Limited RT Lithium Limited EXHIBIT 10.77 Deed of Cross Security Tianqi Group HK Co., Limited RT Lithium Limited ? AMPLA Model Deed of Cross Security ?Approved Version 2, 14.06.2012 i Deed of Cross Security TABLE OF CONTENTS Particulars 3 Recitals 3 1 Definitions and interpretation 3 1.1 Definitions 3 1.2 Interpretation 5 1.3 Supremacy of interpretation 6 2 Limited Recourse 6 2.1 Limit and release 6 2.2 Exceptions (Fraud and |
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| March 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant as specifi |
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| March 4, 2014 |
EX-2.9 2 a14-11301ex2d9.htm EX-2.9 Exhibit 2.9 RT Lithium Ltd Tianqi Group HK Co., Limited Leader Investment Corporation Windfield Holdings Pty Ltd Acquisition Agreement Allens is an independent partnership operating in alliance with Linklaters LLP. Allens QV.1 Building 250 St Georges Terrace Perth WA 6000 Tel +61 8 9488 3700 Fax +61 8 9488 3701 www.allens.com.au © Allens, Australia 2013 Acquisiti |
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| March 4, 2014 |
ROCKWOOD HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12.1 ROCKWOOD HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, ($ in millions, except ratios) 2013 2012 2011 2010 2009 Determination of earnings: Income (loss) from continuing operations before taxes $ 45.4 $ 108.1 $ 85.5 $ (1.6 ) $ (39.5 ) Add: Interest expense, net (a) 82.3 64.5 83.1 135.2 152.4 Rent expense (b) 5.4 4.6 5.0 5.1 4.8 Total earnings a |
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| March 4, 2014 |
Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of Pattern Violations Under Section 104(e) |
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| March 4, 2014 |
Exhibit 10.76 Chengdu Tianqi Group Co., Ltd. and Tianqi Group HK Co., Limited RT Lithium Limited Windfield Holdings Pty Ltd Shareholders Agreement Allens QV.1 Building 250 St Georges Terrace Perth WA 6000 Tel +61 8 9488 3700 Fax +61 8 9488 3701 www.allens.com.au ? Allens, Australia 2013 Allens is an independent partnership operating in alliance with Linklaters LLP. Shareholders Agreement Contents |
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| March 4, 2014 |
Exhibit 21.1 ROCKWOOD HOLDINGS, INC. SUBSIDIARIES Name of Subsidiary State/Jurisdiction of Incorporation Aachener Chemische Werke Gesellschaft f?r glastechnische Produkte und Verfahren mbH Germany Alberti & Co. GmbH Germany AM Craig Ltd. United Kingdom Ardrox Ltd. United Kingdom BCI Pensions Trustees Ltd. United Kingdom Bedec S.A.S. France Bluebird I, LLC Delaware Brent Europe Ltd. United Kingdom |
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| March 3, 2014 |
Rockwood Reports Fourth Quarter and Full Year 2013 Results EX-99.1 2 a14-71411ex99d1.htm EX-99.1 Exhibit 99.1 Rockwood Reports Fourth Quarter and Full Year 2013 Results Quarter Highlights · Achieved robust quarterly results from Lithium applications (excluding potash) and Surface Treatment · Adjusted earnings per share from continuing operations - $0.53 per share versus $0.44 per share · Adjusted EBITDA from continuing operations - $78 million versus $81 |
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| March 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o |
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| March 3, 2014 |
8-K 1 a14-725518k.htm 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): March 3, 2014 Rockwood Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (C |
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| March 3, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a14-714118k.htm 8-K 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): March 3, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (Com |
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| March 3, 2014 |
March 3, 2014 Fourth Quarter and Full Year 2013 Results Exhibit 99.2 March 3, 2014 Fourth Quarter and Full Year 2013 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should,” “could |
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| February 14, 2014 |
ROC / / ORBIS INVESTMENT MANAGEMENT LTD Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 13, 2014 |
ROC / / PRICE T ROWE ASSOCIATES INC /MD/ - ROC AS OF 12/31/2013 Passive Investment SC 13G/A 1 roc13gadec13.htm ROC AS OF 12/31/2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ROCKWOOD HOLDINGS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to |
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| February 12, 2014 |
ROC / / VANGUARD GROUP INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Rockwood Holdings Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 774415103 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| February 4, 2014 |
ROC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment SC 13G/A 1 rockwood13ga2123113.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rockwood Holdings, Inc. Common Stock (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 29, 2014 |
Investor Presentation – January 2014 EX-99.1 2 a14-45571ex99d1.htm EX-99.1 Exhibit 99.1 Investor Presentation – January 2014 Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will, |
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| January 29, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a14-455718k.htm 8-K 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): January 29, 2014 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of i |
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| January 22, 2014 |
January 22, 2014 Mr. Terence O’Brien Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Rockwood Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 25, 2013 Response dated December 13, 2013 File No. 1-32609 Dear Mr. O’Brien: Rockwood Holdings, Inc. (the “Company,” “we” o |
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| December 13, 2013 |
CORRESP 1 filename1.htm Rockwood Holdings, Inc. has requested confidential treatment of portions of this letter pursuant to 17 C.F.R. § 200.83. December 13, 2013 Mr. Terence O’Brien Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Rockwood Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 25 |
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| December 5, 2013 |
Entry into a Material Definitive Agreement 8-K 1 a13-2566928k.htm 8-K 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): November 29, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of |
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| December 2, 2013 |
Rockwood to Acquire 49% interest in Talison Lithium through a joint venture with Tianqi Group EX-99.1 2 a13-252901ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE LiAnnouncementv10 Rockwood to Acquire 49% interest in Talison Lithium through a joint venture with Tianqi Group · Provides ownership in the world’s largest and richest spodumene source of lithium · Strengthens further ROC’s #1 position as a leading global integrated producer of lithium compounds and chemicals · Delivers immediate and |
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| December 2, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a13-2529018k.htm 8-K 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): December 2, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction (Co |
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| December 2, 2013 |
Maximizing Shareholder Value Investor Presentation December 2013 Exhibit 99.2 Maximizing Shareholder Value Investor Presentation December 2013 Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should, |
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| November 15, 2013 |
Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of Pattern Violations Under Section 104(e) |
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| November 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant a |
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| November 14, 2013 |
8-K 1 a13-2425518k.htm 8-K 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): November 12, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| November 14, 2013 |
Rockwood Board of Directors Authorize New Share Repurchase of Up to $500 million Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Board of Directors Authorize New Share Repurchase of Up to $500 million Princeton, NJ USA (November 12, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) today announced that its Board of Directors has authorized a new share repurchase program of up to $500 million to be completed over two years. This program is in addition to the $400 million sha |
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| November 12, 2013 |
NT 10-Q 1 a13-196533nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Re |
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| November 12, 2013 |
Rockwood Reports Third Quarter 2013 Results EX-99.1 2 a13-239911ex99d1.htm EX-99.1 Exhibit 99.1 Rockwood Reports Third Quarter 2013 Results Highlights · Earnings per share of $14.65, which includes gain on the sale of Advanced Ceramics · Adjusted earnings per share - $0.63 per share versus $0.92 per share, including discontinued operations, and $0.39 per share versus $0.49 per share, excluding discontinued operations · Adjusted EBITDA - $15 |
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| November 12, 2013 |
November 12, 2013 Third Quarter 2013 Results Exhibit 99.2 November 12, 2013 Third Quarter 2013 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” “will,” “should,” “could,” “likely, |
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| November 12, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-2399118k.htm 8-K 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): November 12, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| October 4, 2013 |
Rockwood Completes Sale of Clay-based Additives EX-99.1 2 a13-216951ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Completes Sale of Clay-based Additives Princeton, NJ USA (October 2, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that on October 1, it closed the sale of Clay-based Additives, a business of the Performance Additives segment, to ALTANA Group, a German based global specialty chemical compa |
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| October 4, 2013 |
8-K 1 a13-2169518k.htm 8-K 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): October 1, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| September 23, 2013 |
8-K 1 a13-2103818k.htm 8-K 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): September 17, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction ( |
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| September 23, 2013 |
EX-10.1 2 a13-210381ex10d1.htm EX-10.1 Exhibit 10.1 CONFIDENTIAL EXECUTION VERSION STOCK PURCHASE AGREEMENT dated as of September 17, 2013 by and between Rockwood Specialties Group, Inc. and Huntsman International LLC TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF SHARES 1 1.1 Purchase and Sale 1 1.2 Purchase Price and Payment 1 1.3 Closing 1 1.4 Deliveries at the Closing 2 1.5 Purchase Pri |
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| September 23, 2013 |
Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Enters Into Definitive Agreement to Sell Its Titanium Dioxide Pigments and Other Non-Strategic Businesses Princeton, NJ USA (September 17, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that it entered into a definitive agreement to sell its Titanium Dioxide Pigments and four other non-strategic businesses to Huntsman Corporatio |
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| September 17, 2013 |
Credit Suisse Chemical & Ag Science Conference September 2013 Maximizing Shareholder Value EX-99.1 2 a13-208072ex99d1.htm EX-99.1 Exhibit 99.1 Credit Suisse Chemical & Ag Science Conference September 2013 Maximizing Shareholder Value Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be |
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| September 17, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): September 17, 2013 Rockwood Holdings, Inc. |
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| September 11, 2013 |
8-K 1 a13-2056618k.htm 8-K 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): September 6, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of |
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| September 6, 2013 |
Rockwood Repays Term Loans under Senior Secured Credit Facility EX-99.2 3 a13-202031ex99d2.htm EX-99.2 Exhibit 99.2 NEWS RELEASE For Immediate Release Rockwood Repays Term Loans under Senior Secured Credit Facility Princeton, NJ USA (September 6, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that, as of September 4, 2013, it has repaid all outstanding term loans under its senior secured credit agreement, using cash on hand. The aggregate principa |
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| September 6, 2013 |
8-K 1 a13-2020318k.htm 8-K 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): August 31, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) ( |
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| September 6, 2013 |
Rockwood Completes Sale of CeramTec EX-99.1 2 a13-202031ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Completes Sale of CeramTec Princeton, NJ USA (September 4, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that it completed the sale of CeramTec, its advanced ceramics business to Cinven, a European private equity firm for purchase price of EUR1.49 billion, subject to customary adjustments. |
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| August 29, 2013 |
EX-3.2 2 a13-193231ex3d2.htm EX-3.2 Exhibit 3.2 FOURTH AMENDED AND RESTATED BY-LAWS OF ROCKWOOD HOLDINGS, INC. A Delaware Corporation ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred fifty (150) days after the close of the immediately preceding fiscal year of the Corporation for the purpose of |
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| August 29, 2013 |
8-K 1 a13-1932318k.htm 8-K 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): August 26, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of i |
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| August 29, 2013 |
Former U.S. Ambassador Alejandro D. Wolff Appointed to Rockwood’s Board of Directors EX-99.1 3 a13-193231ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Former U.S. Ambassador Alejandro D. Wolff Appointed to Rockwood’s Board of Directors Princeton, NJ USA (August 28, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that Former U. S. Ambassador to Chile, Alejandro D. Wolff, has been appointed to Rockwood’s Board of Directors, effective August 28, 2013. |
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| August 6, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): August 6, 2013 Rockwood Holdings, Inc. |
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| August 6, 2013 |
Investor Meetings August 2013 Maximizing Shareholder Value EX-99.1 2 a13-180061ex99d1.htm EX-99.1 Exhibit 99.1 Investor Meetings August 2013 Maximizing Shareholder Value Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Word |
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| August 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-1788418k.htm 8-K 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): August 5, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (C |
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| August 5, 2013 |
Rockwood Reports Second Quarter 2013 Results EX-99.1 2 a13-178841ex99d1.htm EX-99.1 Exhibit 99.1 Rockwood Reports Second Quarter 2013 Results Highlights · Adjusted EBITDA - $166 million versus $221 million primarily attributable to weak Titanium Dioxide Pigments performance · Adjusted EPS - $0.73 per share versus $1.24 per share · Entered into definitive agreements on June 14th to sell our Advanced Ceramics business for EUR 1.49 billion and |
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| August 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant as spe |
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| August 5, 2013 |
Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of Pattern Violations Under Section 104(e) |
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| August 5, 2013 |
August 5, 2013 Second Quarter 2013 Results EX-99.2 3 a13-178841ex99d2.htm EX-99.2 Exhibit 99.2 August 5, 2013 Second Quarter 2013 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may, |
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| July 31, 2013 |
Exhibit 10.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT dated as of July 26, 2013 by and among Rockwood Specialties Group, Inc., BYK Chemie GmbH and Altana AG, as Guarantor TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF SHARES 1 1.1 Purchase and Sale 1 1.2 Purchase Price and Payment 1 1.3 Closing 1 1.4 Deliveries at the Closing 2 1.5 Closing Working Capital Adjustment 4 1.6 Withholding 7 AR |
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| July 31, 2013 |
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): July 26, 2013 Rockwood Holdings, Inc. |
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| July 31, 2013 |
Rockwood Enters Definitive Agreement to Sell Clay Based Additives Business Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Enters Definitive Agreement to Sell Clay Based Additives Business Princeton, NJ USA (July 28, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today it entered into a definitive agreement to sellits Clay Based Additives business to ALTANA Group, a German based global specialty chemical company for a purchase price of $635million, subjec |
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| June 20, 2013 |
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 14, 2013 Rockwood Holdings, Inc. |
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| June 20, 2013 |
Rockwood Announces Definitive Agreement to Sell CeramTec EX-99.1 3 a13-153031ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Announces Definitive Agreement to Sell CeramTec Princeton, NJ USA (June 16, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today it entered into a definitive agreement to sell CeramTec, its advanced ceramics business to Cinven, a European private equity firm for EUR 1.49 billion gross proceeds (~ |
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| June 20, 2013 |
EX-10.1 2 a13-153031ex10d1.htm EX-10.1 Exhibit 10.1 Annex PROJECT SAINT SALE AND PURCHASE AGREEMENT REGARDING THE ENTIRE SHARE CAPITAL OF CERAMTEC GMBH CERAMTEC NORTH AMERICA CORPORATION PST PRESS + SINTERTECHNIK SP. Z O.O. AND PRESS AND SINTER TECHNICS DE MEXICO, S.A. DE C.V. TABLE OF CONTENTS PREAMBLE 4 1. DEFINITIONS 6 2. SALE AND ASSIGNMENT; TRANSFER OF SHARES 11 3. PURCHASE PRICE / PURCHASE P |
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| May 23, 2013 |
Submission of Matters to a Vote of Security Holders 8-K 1 a13-1317318k.htm 8-K 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): May 21, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of inco |
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| May 1, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): May 1, 2013 Rockwood Holdings, Inc. |
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| May 1, 2013 |
Investor Meetings May 2013 Maximizing Shareholder Value EX-99.1 2 a13-112671ex99d1.htm EX-99.1 Exhibit 99.1 Investor Meetings May 2013 Maximizing Shareholder Value Forward Looking Statements This presentation contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words s |
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| May 1, 2013 |
EX-95.1 7 a13-84631ex95d1.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of P |
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| May 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant as sp |
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| May 1, 2013 |
AMENDMENT TO THE 2009 ROCKWOOD HOLDINGS, INC. STOCK INCENTIVE PLAN EX-10.1 2 a13-84631ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT TO THE 2009 ROCKWOOD HOLDINGS, INC. STOCK INCENTIVE PLAN Pursuant to Section 13 of the 2009 Rockwood Holdings, Inc. Stock Incentive Plan (the “Plan”), the Plan is hereby amended as follows: 1. Section 4(d) is amended by the addition of the following to the end thereof: “Notwithstanding the foregoing, without stockholder approval, except |
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| April 30, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-1099618k.htm 8-K 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): April 30, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (C |
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| April 30, 2013 |
Rockwood Reports First Quarter 2013 Results EX-99.1 2 a13-109961ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Rockwood Reports First Quarter 2013 Results Quarter Highlights · Adjusted EBITDA - $168 million versus $235 million primarily attributable to weak TiO2 Pigments performance · Adjusted EPS - $0.68 per share versus $1.23 per share Princeton, New Jersey; April 30, 2013 — Rockwood Holdings, Inc. (NYSE: ROC) today reported net income of $ |
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| April 30, 2013 |
April 30, 2013 First Quarter 2013 Results EX-99.2 3 a13-109961ex99d2.htm EX-99.2 Exhibit 99.2 April 30, 2013 First Quarter 2013 Results Forward Looking Statements This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Words such as "may,” |
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| April 8, 2013 |
DEF 14A 1 a2214131zdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 22, 2013 |
8-K 1 a13-824318k.htm 8-K 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): March 22, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of inc |
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| March 22, 2013 |
Rockwood Repays Sachtleben GmbH Secured Facility EX-99.1 2 a13-82431ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Rockwood Repays Sachtleben GmbH Secured Facility Princeton, New Jersey (March 22, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that it has repaid all borrowings outstanding under the secured facility of its wholly owned subsidiary, Sachtleben GmbH, its titanium dioxide (“TiO2”) pigments business, u |
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| March 5, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 5, 2013 Rockwood Holdings, Inc. |
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| March 5, 2013 |
Exhibit 99.1 [LOGO] Forward Looking Statements This presentation may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries (“Rockwood”). Although Rockwood believes the expectations reflected in such forward-looking statements |
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| February 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant as specifi |
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| February 25, 2013 |
ROCKWOOD HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12.1 ROCKWOOD HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, ($ in millions, except ratios) 2012 2011 2010 2009 2008 Determination of earnings (losses): Income (loss) from continuing operations before taxes $ 342.3 $ 456.1 $ 204.5 $ 10.2 $ (670.0 ) Add: Interest expense (a) 88.5 97.4 151.8 180.2 231.1 Rent expense (b) 9.9 9.7 9.5 9.3 9.4 Total earn |
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| February 25, 2013 |
EX-95.1 9 a13-14291ex95d1.htm EX-95.1 Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of P |
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| February 25, 2013 |
EX-21.1 3 a13-14291ex21d1.htm EX-21.1 Exhibit 21.1 ROCKWOOD HOLDINGS, INC. SUBSIDIARIES Name of Subsidiary State/Jurisdiction of Incorporation Aachener Chemische Werke Gesellschaft für glastechnische Produkte und Verfahren mbH Germany Alberti & Co. GmbH Germany AM Craig Ltd. United Kingdom Ardrox Ltd. United Kingdom BCI Pensions Trustees Ltd. United Kingdom Bedec S.A.S. France Bluebird I, LLC Dela |
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| February 19, 2013 |
Rockwood Holdings Reports Fourth Quarter and Full Year 2012 Results EX-99.1 2 a13-54391ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Rockwood Holdings Reports Fourth Quarter and Full Year 2012 Results 2012 Highlights · Adjusted EPS from continuing operations - $0.47 versus $0.91 for the quarter and $3.89 versus $4.02 for the full year · Adjusted EBITDA - $141 million versus $196 million for the quarter and $779 million versus $863 million for the full year Princeto |
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| February 19, 2013 |
February 19, 2013 Fourth Quarter and Full Year 2012 Results EX-99.2 3 a13-54391ex99d2.htm EX-99.2 Exhibit 99.2 February 19, 2013 Fourth Quarter and Full Year 2012 Results Forward Looking Statements This conference call may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries (“Rockwoo |
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| February 19, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-543918k.htm 8-K 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): February 19, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| February 15, 2013 |
Rockwood to Acquire Kemira’s 39% interest in Sachtleben TiO2 JV EX-99.1 2 a13-52301ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Rockwood to Acquire Kemira’s 39% interest in Sachtleben TiO2 JV Princeton, NJ (February 14, 2013) — Rockwood Holdings, Inc. (NYSE: ROC) announced today that it has entered into an agreement to purchase Kemira Oyj’s 39% interest in Sachtleben, the titanium dioxide (“TiO2”) business joint venture of the parties, for EUR 97.5 million. Th |
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| February 15, 2013 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 a13-523018k.htm 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): February 14, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001- |
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| February 14, 2013 |
EX-1 2 d469331dex1.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Rockwood Holdings, Inc. and further agree that this Joint |
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| February 14, 2013 |
ROC / / KKR Millennium Fund L.P. - AMENDMENT NO. 6 TO SCHEDULE 13G Passive Investment SC 13G/A 1 d469331dsc13ga.htm AMENDMENT NO. 6 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Rockwood Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing |
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| February 11, 2013 |
ROC / / VANGUARD GROUP INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Rockwood Holdings Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 774415103 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| February 6, 2013 |
ROC / / PRICE T ROWE ASSOCIATES INC /MD/ - ROC AS OF 12/31/2012 Passive Investment SC 13G/A 1 roc13gadec12.htm ROC AS OF 12/31/2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROCKWOOD HOLDINGS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to |
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| January 31, 2013 |
ROC / / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment SC 13G/A 1 rockwood13ga1123112.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Rockwood Holdings, Inc. Common Stock (Title of Class of Securities) 774415103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 29, 2013 |
ROC / / ATLANTIC INVESTMENT MANAGEMENT INC - AMENDMENT NO. 2 Activist Investment SC 13D/A 1 sc13rockwoodam2jan13.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ROCKWOOD HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) with a copy to: Alexander J. Roepers Allen B. Levithan, Esq. Atlant |
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| January 28, 2013 |
January 28, 2013 Mr. Rufus Decker Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Rockwood Holdings, Inc. Form 10-K for the Year Ended December 31, 2011 Filed February 23, 2012 Form 10-Q for the Period Ended September 30, 2012 Filed October 26, 2012 Response dated December 6, 2012 File No. 1-32609 Dear Mr. Decker: Rockw |
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| January 17, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a13-291918k.htm 8-K 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): January 17, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (State or other jurisdiction of i |
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| January 17, 2013 |
EX-99.1 2 a13-29191ex99d1.htm EX-99.1 Exhibit 99.1 [LOGO] [LOGO] Forward Looking Statements This presentation may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries (“Rockwood”). Although Rockwood believes the expectations |
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| January 10, 2013 |
Rockwood Holdings AnnouncesApproval of Stock Repurchases EX-99.2 3 a13-26161ex99d2.htm EX-99.2 Exhibit 99.2 NEWS RELEASE For Immediate Distribution Contact: Timothy McKenna [email protected] Phone: 609-734-6430 Rockwood Holdings AnnouncesApproval of Stock Repurchases Princeton, NJ, January 10, 2013—Rockwood Holdings, Inc. (NYSE: ROC) todayannounced that its Board of Directors has authorized the Company to repurchase shares of Rockwood common stock up |
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| January 10, 2013 |
Rockwood Holdings Announces Changes to Board of Directors EX-99.1 2 a13-26161ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Distribution Contact: Timothy McKenna [email protected] Phone: 609-734-6430 Rockwood Holdings Announces Changes to Board of Directors Princeton, NJ, January 10, 2013—Rockwood Holdings, Inc. (NYSE: ROC) todayannounced that Messrs. Todd Fisher and Brian Carroll, both partners of Kohlberg Kravis Roberts LLC, have resigned |
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| January 10, 2013 |
8-K 1 a13-261618k.htm 8-K 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): January 8, 2013 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (Jurisdiction of Incorporation) 001-32609 (Commission F |
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| December 17, 2012 |
ROCKWOOD HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.1 2 a12-296051ex10d1.htm EX-10.1 Exhibit 10.1 ROCKWOOD HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made, effective as of December 12, 2012 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate, hereinafter referred to |
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| December 17, 2012 |
ROCKWOOD HOLDINGS, INC. MARKET STOCK UNIT AWARD AGREEMENT EX-10.2 3 a12-296051ex10d2.htm EX-10.2 Exhibit 10.2 ROCKWOOD HOLDINGS, INC. MARKET STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made, effective as of December 12, 2012 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate, hereinafter referred to as t |
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| December 17, 2012 |
8-K 1 a12-2960518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K JOINT 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 12, 2012 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorpor |
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| December 14, 2012 |
EX-10.1 2 a12-294591ex10d1.htm EX-10.1 Exhibit 10.1 Deed of Termination and Release Scheme Implementation Agreement Talison Lithium Limited Rockwood Holdings, Inc. Rockwood Lithium Australia Pty Limited Contents Page 1 Defined terms and interpretation 1 1.1 Definitions in the Dictionary 1 1.2 Interpretation 2 2 Receipt of Talison Break Fee 2 3 Termination and release 2 3.1 Termination 2 3.2 Releas |
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| December 14, 2012 |
8-K 1 a12-2945918k.htm 8-K 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): December 12, 2012 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| December 6, 2012 |
CORRESP 1 filename1.htm December 6, 2012 Mr. Rufus Decker Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Rockwood Holdings, Inc. Form 10-K for the Year Ended December 31, 2011 Filed February 23, 2012 Form 8-K Filed September 18, 2012 File No. 1-32609 Dear Mr. Decker: Rockwood Holdings, Inc. (the “Company,” “we” or “our |
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| November 19, 2012 |
ROC / / ATLANTIC INVESTMENT MANAGEMENT INC - SC13D AMENDMENT ROOCKWOOD Activist Investment SC 13D/A 1 sc13rockwoodam1nov12.htm SC13D AMENDMENT ROOCKWOOD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ROCKWOOD HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 774415103 (CUSIP Number) with a copy to: Alexander J. Roepers Allen B. Levithan, |
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| November 16, 2012 |
CALCULATION OF REGISTRATION FEE CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount to be Registered Proposed Offering Price Per Share(1) Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value $0. |
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| November 16, 2012 |
8-K 1 a12-2541538k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2012 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| November 16, 2012 |
6,900,838 shares ROCKWOOD HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT EX-1.1 2 a12-254153ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION 6,900,838 shares ROCKWOOD HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT November 14, 2012 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Ladies and Gentlemen: 1. Introductory. The securityholders listed in Schedule A hereto (the “Selling Securityholders”) of Rockwood Holdings, Inc., a Delaware corporation (“Company”) |
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| November 14, 2012 |
Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| October 26, 2012 |
Exhibit 95.1 MINE SAFETY DISCLOSURE Mine or Operating Name / MSHA Identification Number Section 104 S&S Citations (#) Section 104(b) Orders (#) Section 104 (d) Citations and Orders (#) Section 110(b)(2) Violations (#) Section 107(a) Orders (#) Total Dollar Value of MSHA Assessments Proposed ($) Total Number of Mining Related Fatalities (#) Received Notice of Pattern Violations Under Section 104(e) |
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| October 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32609 Rockwood Holdings, Inc. (Exact name of Registrant a |
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| October 25, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a12-2498518k.htm 8-K 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): October 25, 2012 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) |
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| October 25, 2012 |
October 25, 2012 Third Quarter Results EX-99.2 3 a12-249851ex99d2.htm EX-99.2 Exhibit 99.2 October 25, 2012 Third Quarter Results Forward Looking Statements This conference call may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries (“Rockwood”). Although Rockwo |
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| October 25, 2012 |
EX-99.1 2 a12-249851ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Distribution Contact: Timothy McKenna [email protected] Phone: 609-734-6430 Rockwood Reports Third Quarter Results: · As reported EPS from continuing operations of $0.77 vs. $0.95. · As adjusted EPS from continuing operations of $0.94 vs. $1.06. Princeton, New Jersey; October 25, 2012 — Rockwood Holdings, Inc. (NYSE: |
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| September 25, 2012 |
Information Relating to Part II, Item 14. — Other Expenses of Issuance and Distribution EX-99.1 6 a12-213545ex99d1.htm EX-99.1 Exhibit 99.1 Information Relating to Part II, Item 14. — Other Expenses of Issuance and Distribution The expenses in connection with the offer and sale of $1,250,000,000 aggregate principal amount of 4.625% Senior Notes due 2020, registered pursuant to Registration Statement on Form S-3 (Registration No. 333-183959) filed on September 18, 2012, other than und |
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| September 25, 2012 |
EX-4.1 2 a2211160zex-41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION ROCKWOOD SPECIALTIES GROUP, INC., as Issuer and ROCKWOOD HOLDINGS, INC., as a Guarantor Debt Securities Indenture Dated as of September 25, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.08, 7.09; 7.10 (a |
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| September 25, 2012 |
8-K 1 a2211160z8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2012 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (Commission F |
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| September 25, 2012 |
[Letterhead of McGuireWoods LLP] September 21, 2012 Exhibit 5.3 [Letterhead of McGuireWoods LLP] September 21, 2012 Rockwood Holdings, Inc. 100 Overlook Center Princeton, NJ 08540 Rockwood Specialties Group, Inc. 7101 Muirkirk Road Beltsville, MD 20705 Chemical Specialties, Inc. 5910 Pharr Mill Road Harrisburg, NC 28075 Guarantees of Senior Notes of Rockwood Specialties Group, Inc. Ladies and Gentlemen: We have acted as special North Carolina couns |
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| September 25, 2012 |
Entry into a Material Definitive Agreement 8-K 1 a12-2135458k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2012 Rockwood Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32609 52-2277366 (Jurisdiction of Incorporation) (Commission F |
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| September 25, 2012 |
ROCKWOOD SPECIALTIES GROUP, INC. $1,250,000,000 4.625% SENIOR NOTES DUE 2020 UNDERWRITING AGREEMENT EX-1.1 2 a12-213545ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION ROCKWOOD SPECIALTIES GROUP, INC. $1,250,000,000 4.625% SENIOR NOTES DUE 2020 UNDERWRITING AGREEMENT September 20, 2012 DEUTSCHE BANK SECURITIES INC. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC UBS Securities LLC As Representatives of the Several Underwriters c/o 60 Wall Street New York, NY 10005 Ladies and Gentlemen: 1. I |
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| September 25, 2012 |
Exhibit 4.2 EXECUTION VERSION ROCKWOOD SPECIALTIES GROUP, INC., THE GUARANTORS PARTY HERETO, as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 4.625% Senior Notes due 2020 FIRST SUPPLEMENTAL INDENTURE Dated as of September 25, 2012 to INDENTURE Dated as of September 25, 2012 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 3 Section 1.1. D |
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| September 21, 2012 |
CALCULATION OF REGISTRATION FEE 424B5 1 a2211122z424b5.htm 424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.625% Senior Notes due 2020 $1,250,000,000 100% $1,250,000,000 $143,250 (1) Calculated in accordance with Rule 457(r) of the Securities Act of |
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| September 20, 2012 |
QuickLinks - Click here to rapidly navigate through this document Filed pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus, dated September 20, 2012 (Relating to preliminary prospectus supplement dated September 18, 2012) Registration No. |
