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): December 1, 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 2. Acquisition or Disposition of Assets.
(a) On December 1, 1997, Millennium Chemicals Inc. (the "Registrant") and
Lyondell Petrochemical Company ("Lyondell") completed a joint venture
transaction to form Equistar Chemicals, LP (the "Partnership"),
combining both companies' olefins and polymers businesses. In
connection with the joint venture transaction, the Registrant
contributed substantially all of the assets comprising its
polyethylene and related products, performance polymers and ethyl
alcohol businesses other than the related accounts receivable
(collectively, the "Millennium Contributed Business") to Millennium
Petrochemicals LP LLC ("Millennium LP"), a wholly-owned subsidiary of
the Registrant, which in turn contributed the Millennium Contributed
Business to the Partnership. In exchange for the contribution of
assets to the Partnership, (i) Millennium LP and Millennium
Petrochemicals GP LLC, a wholly-owned subsidiary of the Registrant,
received an aggregate 43% interest in the Partnership, (ii) the
Registrant received $750 million in cash from the Partnership in
repayment of certain indebtedness, and (iii) the Partnership assumed
certain other liabilities related to the Millennium Contributed
Business. In addition, the Registrant expects to realize approximately
$250 million over the next several months from the collection of its
retained accounts receivable. Millennium America Inc., a wholly-owned
subsidiary of the Registrant, has guaranteed $750 million of
indebtedness of the Partnership. The consideration received in
exchange for the Millennium Contributed Business was determined based
upon arms-length negotiations between the Registrant and Lyondell,
which simultaneously contributed certain assets to the Partnership in
exchange for an aggregate 57% interest in the Partnership. The joint
venture transaction is described in detail in the Joint Proxy
Statement (the "Joint Proxy Statement") filed by the Registrant and
Lyondell with the Securities and Exchange Commission on October 17,
1997; the Joint Proxy Statement is incorporated herein by reference.
The Registrant's stockholders approved such transaction at a special
meeting held on November 20, 1997.
(b) N/A
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Registrant hereby incorporates by reference the financial statements of
the petrochemicals and polymers businesses of Lyondell contributed to the
Partnership from pages F-2 through F-13 of the Joint Proxy Statement and
the financial statements of the Millennium Contributed Business contributed
to the Partnership from pages F-14 through F-24 of the Joint Proxy
Statement.
(b) Pro Forma Financial Information.
The Registrant hereby incorporates by reference the Unaudited Pro Forma
Consolidated Data regarding the Registrant and the Partnership from pages
33 through 37 of the Joint Proxy Statement.
(c) Exhibits.
10.26 Asset Contribution Agreement among Millennium Petrochemicals Inc.,
Millennium LP and the Partnership
10.27 Asset Contribution Agreement among Lyondell, Lyondell
Petrochemicals L.P. Inc. and the Partnership
10.28 Parent Agreement among Lyondell, the Registrant and the Partnership
20 Joint Proxy Statement. The Joint Proxy Statement was filed by the
Registrant and Lyondell with the Securities and Exchange Commission
on October 17, 1997.
99 Joint Press Release dated December 1, 1997 of the Registrant and
Lyondell
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: December 11, 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
10.26 Asset Contribution Agreement among Millennium
Petrochemicals Inc., Millennium LP and the Partnership
10.27 Asset Contribution Agreement among Lyondell
Petrochemicals L.P. Inc. and the Partnership
10.28 Parent Agreement among Lyondell, the Registrant and
the Partnership
20 Joint Proxy Statement. The Joint Proxy Statement was
filed by the Registrant and Lyondell with the Securities
and Exchange Commission on October 17, 1997.
99 Joint Press Release dated December 1, 1997 of the Registrant and
Lyondell