SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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 25, 1997.
MILLENNIUM CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-12091 22-3436215
(Commission File (IRS Employer
Number) Identification No.)
99 Wood Avenue South
Iselin, New Jersey 08830
(Address of principal executive offices)
732-603-6600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5.
On July 25, 1997 Millennium Chemicals Inc. (`Millennium") signed a Master
Transaction Agreement pursuant to which it agreed to create a partnership
("Partnership") with Lyondell Petrochemical Company ("Lyondell"). Under the
terms of the Master Transaction Agreement, which is attached hereto as exhibit
10.25 and is incorporated by reference, in exchange for a 43% ownership position
in the Partnership, Millennium will contribute the following:
Millennium's olefins and polymers businesses, located at manufacturing
facilities in Clinton, Iowa; Morris, Illinois; LaPorte, Port Arthur and
Chocolate Bayou, Texas;
Millennium's performance polymers business with manufacturing
facilities in Tuscola, Illinois; Fairport Harbor and Heath, Ohio; and
Crocket, Texas;
Millennium's synthetic ethanol and ethyl ether businesses with
facilities in Tuscola, Illinois; Newark, New Jersey; and Anaheim,
California;
Research and technology groups and a research center in Cincinnati,
Ohio.
The Partnership will assume $750 million of Millennium's inter-company debt,
which will be repaid from the proceeds of new bank debt to be arranged by the
Partnership. Millennium will guarantee $750 million of the new bank facility. In
addition, Millennium will retain $250 million of accounts receivable from the
contributed business.
In exchange for a 57% ownership position, Lyondell will contribute:
Lyondell's olefins business, comprised of two olefins plants at the
Channelview Petrochemical Complex near Houston, Texas;
Lyondell's polymers business, comprised of three manufacturing
facilities located in Pasadena, Victoria and Matagorda Counties, Texas;
A technology group and certain business functions located in and near
Houston, Texas;
$745 million of outstanding debt; and a
$345 million note payable to the Partnership.
The Partnership will be governed by a partnership governance committee comprised
of three representatives of Millennium and three representatives of Lyondell.
The two companies issued a joint press release announcing the Partnership, dated
July 28, 1997, which is attached hereto as Exhibit 99 and incorporated herein by
reference. The transaction is subject to approval by both companies'
stockholders and satisfaction of certain other conditions. The transaction is
expected to close by the end of the year.
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.
(Registrant)
Date: July 29, 1997 By: /s/ George H. Hempstead, III
----------------------------
George H. Hempstead, III
Senior Vice President - Law and
Administration and Secretary
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
No. Exhibits Where Located
10.25 Master Transaction Agreement
99 Press Release