SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 15, 1998.
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MILLENNIUM CHEMICALS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-12091 22-3436215
(Commission File Number) (I.R.S. Employer Identification No.)
230 HALF MILE ROAD, RED BANK, NEW JERSEY 07701
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(Address of principal executive offices) (Zip Code)
(732) 933-5000
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(Registrant's telephone number, including area code)
99 WOOD AVENUE SOUTH, ISELIN, NEW JERSEY 08830
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On May 15, 1998, Millennium Chemicals Inc. ("Millennium") issued a press
release (Exhibit 99.1 hereto) detailing the expansion of Equistar Chemicals, LP
(the "Partnership"). Lyondell Petrochemical Company ("Lyondell"), Millennium and
Occidental Petroleum Corporation ("Occidental") completed an expansion of the
Partnership, with the addition of certain Occidental assets. These assets
include the ethylene, propylene and ethylene oxide ("EO") and derivatives
businesses and certain pipeline assets held by Oxy Petrochemicals Inc. ("Oxy
Petrochemicals"), a 50% interest in a joint venture between PDG Chemical Inc.
("PDG Chemical") and E. I. du Pont de Nemours and Company, and a lease to the
Partnership of the Lake Charles, Louisiana olefins plant and related pipelines
held by Occidental Chemical Corporation ("Occidental Chemical") ("collectively,
the "Occidental Contributed Business"). Occidental Chemical, Oxy Petrochemicals
and PDG Chemical are all wholly owned, indirect subsidiaries of Occidental. The
Occidental Contributed Business included olefins plants at Corpus Christi and
Chocolate Bayou, Texas; EO/ethylene glycol ("EG") and EG derivatives businesses
located at Bayport, Texas, Occidental's 50% ownership of PD Glycol, which
operates EO/EG plants at Beaumont, Texas, 950 miles of owned and leased
ethylene/propylene pipelines and the lease to the Partnership of the Lake
Charles, Louisiana olefins plant and related pipelines.
With the completion of the transaction, Lyondell holds, through its
subsidiaries, an aggregate 41% ownership interest in the Partnership; each of
Millennium and Occidental holds an aggregate 29.5% ownership interest through
their respective subsidiaries. The Partnership was formed December 1, 1997 and
was initially comprised primarily of the olefins and polymers businesses of
Lyondell and Millennium. In a series of transactions effective May 15, 1998,
including asset contributions and assignments, a merger and the lease of certain
assets to the Partnership, the Occidental Contributed Business was transferred
to the Partnership. In exchange for the Occidental Contributed Business, two
subsidiaries of Occidental were admitted as limited partners and a third
subsidiary was admitted as a general partner in the Partnership for an aggregate
partnership interest of 29.5%. In addition, the Partnership assumed
approximately $205 million of Occidental indebtedness and the Partnership issued
a promissory note to an Occidental subsidiary in the amount of $419.7 million.
In connection with the contribution of the Occidental Contributed Business and
the reduction of Millennium's and Lyondell's ownership interests in the
Partnership, the Partnership also issued a promissory note to the Millennium
subsidiary that is a limited partner in the Partnership in the amount of $75
million. The consideration paid for the Occidental Contributed Business was
determined based upon arms-length negotiations between Lyondell, Millennium and
Occidental. In connection with the transaction, the Partnership and Occidental
also entered into a long-term agreement for the Partnership to supply the
ethylene requirements for Occidental Chemical's U.S. manufacturing plants.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Document
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10.1 Master Transaction Agreement dated May 15, 1998 among the
Partnership, Lyondell, Millennium and Occidental.
10.2 Amended and Restated Limited Partnership Agreement of the
Partnership dated May 15, 1998.
10.3 Amended and Restated Parent Agreement dated May 15, 1998 among
Occidental Chemical, Oxy CH Corporation, Occidental, Lyondell,
Millennium and the Partnership.
10.4 Agreement and Plan of Merger and Asset Contribution dated May
15, 1998 among Occidental Petrochem Partner 1, Inc., Occidental
Petrochem Partner 2, Inc., Oxy Petrochemicals, PDG Chemical and
the Partnership.
99.1 Press Release dated May 15, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MILLENNIUM CHEMICALS INC.
BY: /s/ C. WILLIAM CARMEAN
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C. William Carmean
Vice President - Legal
Dated: May 29, 1998
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EXHIBIT INDEX
Exhibit Document
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10.1 Master Transaction Agreement dated May 15, 1998 among the
Partnership, Lyondell, Millennium and Occidental.
10.2 Amended and Restated Limited Partnership Agreement of the
Partnership dated May 15, 1998.
10.3 Amended and Restated Parent Agreement dated May 15, 1998 among
Occidental Chemical, Oxy CH Corporation, Occidental, Lyondell,
Millennium and the Partnership.
10.4 Agreement and Plan of Merger and Asset Contribution dated May
15, 1998 among Occidental Petrochem Partner 1, Inc., Occidental
Petrochem Partner 2, Inc., Oxy Petrochemicals, PDG Chemical and
the Partnership.
99.1 Press Release dated May 15, 1998.
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