|
Quotes & Info
|
| PPG > SEC Filings for PPG > Form 8-K on 30-Jan-2009 | All Recent SEC Filings |
30-Jan-2009
Other Events
treated in substantially the same manner, and (iii) the protection provided to
PPG and its participating insurers would be fair in view of the assets they
would convey to the trust (the "Trust") to be established as part of the third
amended PC plan of reorganization. At that hearing, creditors and parties in
interest could raise objections to the plan. Following that hearing, the
Bankruptcy Court, after considering objections to the plan, will enter a
confirmation order if all requirements to confirm a plan of reorganization under
the Bankruptcy Code have been satisfied. This order may be appealed to the U.S.
District Court for the Western District of Pennsylvania. Assuming that the
District Court approves the confirmation order, interested parties could appeal
the order to the U.S. Third Circuit Court of Appeals and subsequently to the
U.S. Supreme Court.
The 2009 PPG Settlement Arrangement will not become effective until the third
amended PC plan of reorganization is finally approved by an appropriate court
order that is no longer subject to appellate review, and PPG's initial
contributions will not be due until 30 days thereafter (the "Funding Effective
Date").
Asbestos Claims Subject to Bankruptcy Court's Channeling Injunction.
If the third amended PC plan of reorganization is approved by the Bankruptcy
Court and becomes effective, a channeling injunction will be entered under
§524(g) of the Bankruptcy Code prohibiting present and future claimants from
asserting asbestos claims against PC. With regard to PPG, the channeling
injunction will prohibit present and future claimants from asserting claims
against PPG that arise, in whole or in part, out of exposure to Unibestos, or
any other asbestos or asbestos-containing products actually or allegedly
manufactured, sold and/or distributed by PC, or asbestos on or emanating from
any PC premises. The injunction will also prohibit codefendants in these cases
that are subject to the channeling injunction from asserting claims against PPG
for contribution, indemnification or other recovery. The channeling injunction
will also preclude the prosecution of claims against PPG arising from alleged
exposure to asbestos or asbestos-containing products to the extent that a
claimant is alleging or seeking to impose liability, directly or indirectly, for
the conduct of, claims against or demands on PC by reason of PPG's:
(i) ownership of a financial interest in PC; (ii) involvement in the management
of PC, or service as an officer, director or employee of PC or a related party;
(iii) provision of insurance to PC or a related party; or (iv) involvement in a
financial transaction affecting the financial condition of PC or a related
party. The foregoing PC related claims are referred to as "PC Relationship
Claims" and constitute, in PPG management's opinion, the vast majority of the
pending asbestos personal injury claims against PPG. All claims channeled to the
Trust will be paid only from the assets of the Trust.
Asbestos Claims Retained by PPG.
The channeling injunction provided for under the third amended PC plan of
reorganization will not extend to any claim against PPG that arises out of
exposure to any asbestos or asbestos-containing products actually or allegedly
manufactured, sold and/or distributed by PPG or its subsidiaries that is not a
PC Relationship Claim, and in this respect differs from the channeling
injunction contemplated by the second amended PC plan of reorganization filed in
2003. While management believes that the vast majority of the approximately
114,000 open claims against PPG alleging personal injury from exposure to
asbestos relate to products manufactured,
distributed or sold by PC, the potential liability for any non-PC Relationship
Claims will be retained by PPG. Because a determination of whether an asbestos
claim is a non-PC Relationship Claim would typically not be known until shortly
before trial and because the filing and prosecution of asbestos claims (other
than certain premises claims) against PPG has been enjoined since April 2000,
the actual number of non-PC Relationship Claims that may be pending at the
expiration of the stay or the number of additional claims that may be filed
against PPG in the future cannot be determined at this time. PPG does not expect
the Court to lift the stay until after confirmation or rejection of the third
amended PC plan of reorganization. PPG intends to defend against all such claims
vigorously and their ultimate resolution in the court system is expected to
occur over a period of years.
In addition, similar to what was contemplated by the second amended PC plan of
reorganization, the channeling injunction will not extend to claims against PPG
alleging personal injury caused by asbestos on premises owned, leased or
occupied by PPG (so called "premises claims"), which generally have been subject
to the stay imposed by the Bankruptcy Court. Historically, a small proportion of
the claims against PPG and its subsidiaries have been premises claims, and based
upon recent review and analysis, PPG believes that the number of premises claims
currently comprises less than 2% of the total asbestos-related claims against
PPG. Beginning in late 2006, the Bankruptcy Court lifted the stay with respect
to certain premises claims against PPG. As a result, PPG and its primary
insurers have settled approximately 500 premises claims. PPG's insurers agreed
to provide insurance coverage for a major portion of the payments made in
connection with the settled claims, and PPG accrued the portion of the
settlement amounts not covered by insurance. PPG and its primary insurers are
evaluating the voluminous factual, medical, and other relevant information
pertaining to approximately 600 additional claims that are being considered for
potential settlement. Premises claims remain subject to the stay, as outlined
above, although certain claimants have requested the Court to lift the stay with
respect to these claims and the stay has been lifted as to some claims. PPG
believes that any financial exposure resulting from such premises claims, taking
into account available insurance coverage, will not have a material adverse
effect on PPG's consolidated financial position, liquidity or results of
operations.
PPG's Funding Obligations.
PPG has no obligation to pay any amounts under the third amended PC plan of
reorganization until the Funding Effective Date. If the third amended PC plan of
reorganization is approved, PPG and certain of its insurers will make the
following contributions to the Trust. On the Funding Effective Date, PPG will
convey the stock it owns in PC and Pittsburgh Corning Europe and transfer
1,388,889 shares of PPG's common stock or cash equal to the fair value of such
shares as defined in the 2009 PPG Settlement Arrangement. PPG will make
aggregate cash payments to the Trust of approximately $825 million, payable
according to a fixed payment schedule over the period to 2023, beginning on the
Funding Effective Date. PPG would have the right, in its sole discretion, to
prepay these cash payments to the Trust at any time at a discount rate of 5.5%
per annum as of the prepayment date. PPG's participating historical insurance
carriers will also make cash payments to the Trust of approximately $1.6 billion
between the Funding Effective Date and 2027. These payments could also be
prepaid to the Trust at any time at a discount rate of 5.5% per annum as of the
prepayment date. PPG will grant asbestos releases and indemnifications to all
participating insurers, subject to amended coverage-in-place
arrangements with certain insurers for remaining coverage of premises claims.
PPG will grant certain participating insurers full policy releases on primary
policies and full product liability releases on excess coverage policies. PPG
will also grant certain other participating excess insurers credit against their
product liability coverage limits. PPG will retain insurance rights against
non-participating insurance policies and insolvent insurance policies that would
have been assigned to the Trust under the second amended PC plan of
reorganization and will retain any net proceeds of the claims against such
non-participating insurers. However, PPG will contribute to the Trust any net
proceeds it recovers from claims against certain other non-participating
insurers, and will use reasonable efforts to pursue such claims.
PPG's obligation at December 31, 2008 under the 2009 PPG Settlement Arrangement
is $735 million, which is $162 million less than the $897 million accrued as of
that date under the original PPG settlement arrangement. This reduction is
attributable to a number of negotiated provisions in the 2009 PPG Settlement
Arrangement, including the provisions relating to the channeling injunction
under which PPG retains liability for any non-PC Relationship Claims. PPG will
retain such amount as a reserve for asbestos-related claims that will not be
channeled to the Trust, as this amount represents PPG's best estimate of its
liability for these claims. PPG does not have sufficient current claim
information or settlement history on which to base a better estimate of this
liability, in light of the fact that the Bankruptcy Court's stay has been in
effect since 2000.
Following the effective date of the third amended PC plan of reorganization and
the lifting of the Bankruptcy Court stay, PPG will monitor the activity
associated with asbestos claims which are not channeled to the Trust pursuant to
the third amended PC plan of reorganization, and evaluate its estimated
liability for such claims and related insurance assets then available to the
Company as well as underlying assumptions on a periodic basis to determine
whether any adjustment to its reserve for these claims is required.
Of the total obligation of $735 million under the 2009 PPG Settlement
Arrangement at December 31, 2008, $491 million will be reported as a current
liability and the present value of the payments due in the years 2010 to 2023
totaling $244 million will be reported as a non-current liability in PPG's
consolidated balance sheet as of December 31, 2008 that will be filed as part of
PPG's annual report on Form 10-K. The future accretion of the non-current
portion of the liability will total $164 million and be reported as expense in
the PPG consolidated statement of income over the period through 2023, as
follows (in millions):
2009 $ 14
2010 14
2011 14
2012 - 2023 122
Total $ 164
|
If the 2009 PPG Settlement Arrangement is not implemented, for any reason, and the Bankruptcy Court stay expires, PPG intends to vigorously defend the pending and any future asbestos claims, including PC Relationship Claims, asserted against it and its subsidiaries. PPG continues to assert that it is not responsible for any injuries caused by PC products, which it believes account for the vast majority of the pending open claims against PPG. Prior to 2000, PPG had never
been found liable for any PC-related claims. In numerous cases PPG had been
dismissed on motions prior to trial, and in others PPG was released as part of
settlements by PC. PPG was found not responsible for PC-related claims at trial
in two cases. In January 2000, one jury found PPG, for the first time, partly
responsible for injuries to five plaintiffs alleged to be caused by PC products.
PPG intends to appeal that adverse verdict in the event the 2009 PPG Settlement
Arrangement does not become effective, or the stay is lifted as to these claims,
which are the subject of a motion to lift the stay. Although PPG has
successfully defended asbestos claims brought against it in the past, in view of
the number of claims, and the significant verdicts that other companies have
experienced in asbestos litigation, the result of any future litigation of such
claims is inherently unpredictable.
FORWARD-LOOKING STATEMENTS
Statements in this Form 8-K relating to matters that are not historical facts
are forward-looking statements reflecting the Company's current view with
respect to future events and financial performance. These matters involve risks
and uncertainties that affect the Company's operations, as discussed in PPG
Industries' Reports on Form 10-K, Form 10-Q and Form 8-K filed with the
Securities and Exchange Commission. Accordingly, many factors could cause actual
results to differ materially from the Company's forward-looking statements.
Among these factors is the unpredictability of the final rulings with respect to
the third amended PC plan of reorganization, as well as possible future
litigation that could result if the modified settlement arrangement described
above does not become effective. Further, it is not possible to predict or
identify all such factors. Consequently, while the factors presented here are
representative, they should not be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal liability to
third parties and similar risks, any of which could have a material adverse
effect on the Company's consolidated financial condition, operations or
liquidity.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99 - Press release of PPG Industries, Inc. dated January 30, 2009.
|
|