Filed by Millennium Chemicals Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Millennium Chemicals Inc.
Form S-4 Registration Statement File No.: 333-114877
Date: May 27, 2004
This filing contains the text of a memorandum sent to all employees of
Millennium on May 27, 2004. These materials are being filed pursuant to Rule 425
under the Securities Act of 1933.
[Millennium Chemicals logo] INTEGRATION TEAM NOTES
From: Marie Dreher, Myra Perkinson, Date: May 27, 2004
Gus Williamson
Subject: "Ask Millennium" Responses Location: Hunt Valley
To: All Millennium Employees
cc:
We have received more than 35 questions to the "Ask Millennium" email tool that
has been set up during the integration planning stage. The questions have been
compiled, and leaders (primarily directors and vice presidents) and site HR
managers have been briefed on responses. Here are the most common topics:
1. WHY DON'T WE PUBLISH QUESTIONS AND ANSWERS?
The subject matter of many of the Q&A's is information that is internal to MCH
about our benefits, pension programs, compensation practices, etc. If we
published such information, our competitors and other outside entities may gain
access to such information.
2. HOW AND WHEN ARE ORGANIZATIONAL DECISIONS BEING MADE?
As described in the May 24 memo to employees, the Integration Team has completed
its review of proposed organizational structures for each functional group. The
designs will be reviewed by the Millennium Executive team and then by the
Lyondell Officer Group. Remember that although integration planning is under
way, any actual combination or change in work process activities won't take
place until after the successful close of the transaction.
3. WHAT WILL HAPPEN WITH COMPENSATION, BENEFITS, 401 K, SAVINGS AND PENSION
PLANS, ETC.?
Millennium's current benefit plans will stay in place until otherwise determined
after closing of the transaction. No decision has been made beyond that
timeframe. The overall value of benefits plans, in aggregate, will stay the same
for one year past the closing of the transaction, even if the plans change.
4. WHAT WILL HAPPEN WITH MILLENNIUM STOCK? STOCK OPTIONS?
Millennium stock will be replaced by LYO stock at a ratio between .95 and 1.05
of Lyondell shares for each share of MCH depending on the price of Lyondell
stock prior to the closing. The final conversion will not be known until close
to the day the transaction closes. Millennium stock options will be converted to
Lyondell stock options at the same ratio as the shares. The same Millennium plan
terms will still apply to the Lyondell converted options except that each
converted option shall be fully vested as of the merger and the exercise price
for each option shall be appropriately adjusted to reflect the exchange ratio.
5. QUESTIONS ABOUT JOB OPPORTUNITIES/SEVERANCE/RELOCATION?
Remember that we expect the majority of employees will not be affected. After
the close of the transaction, qualified employees from all three companies (MCH,
LYO and EQU) will be eligible to apply for any new positions that may become
open. Employees who are offered positions that are eligible for relocation
benefits will receive all relevant policy information. If an employee becomes
eligible for severance, for one year after the closing, Millennium's U.S. policy
will be used for U.S. employees and the general guidelines in place in other
countries will continue to be honored.
The Joint Integration Team is working hard to resolve many different issues so
that we can be ready to "integrate" when the transaction closes. The Team is
making every effort to make organizational decisions in a quick, thoughtful
manner and will communicate those decisions as soon as it is practicable to do
so.
These materials contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the proposed transaction
between Lyondell and Millennium, including financial and operating results,
Lyondell's plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of Lyondell's and Millennium's management and are
subject to significant risks and uncertainties. Actual results may differ
materially from those set forth in the forward-looking statements. The following
factors, among others, could affect the proposed transaction and the anticipated
results: approval by Lyondell's and Millennium's respective shareholders,
amendments to Lyondell's and Millennium's respective credit facilities, the
expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Act, the receipt of other competition law clearances and the
parties' ability to achieve expected synergies in the transaction within the
expected timeframes or at all. Additional factors that could cause Millennium's
results to differ materially from those described in the forward-looking
statements can be found in Exhibit 99.1 to Millennium's Amendment No. 1 to its
Annual Report on Form 10-K for the year ended December 31, 2003, which was filed
with the SEC on April 27, 2004 (the "Amended Millennium 10-K"), and Lyondell's
registration statement containing a preliminary joint proxy
statement/prospectus, which was filed with the SEC on April 26, 2004.
In addition, in connection with the proposed transaction Lyondell and Millennium
have filed relevant materials with the SEC, including Lyondell's registration
statement containing a preliminary joint proxy statement/prospectus, which was
filed on April 26, 2004. The definitive joint proxy statement/prospectus will be
sent to holders of Lyondell's and Millennium's common stock when it becomes
available. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS ON FILE WITH THE SEC, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED BY LYONDELL OR MILLENNIUM BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the preliminary joint proxy statement/prospectus and the definitive joint proxy
statement/prospectus (when it becomes available) and other documents filed by
Lyondell and Millennium with the SEC for free at the SEC's web site at
www.sec.gov. The preliminary joint proxy statement/prospectus and the definitive
joint proxy statement/prospectus (when it becomes available) and the other
documents filed by Millennium may also be obtained free from Millennium by
calling Millennium's Investor Relations department at (410) 229-8113.
The respective executive officers and directors of Lyondell and Millennium and
other persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Lyondell's executive
officers and directors is available in its proxy statement filed with the SEC by
Lyondell on March 16, 2004, and information regarding Millennium's directors and
its executive officers is available in the Amended Millennium 10-K. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, is contained in the preliminary joint proxy statement/prospectus and
other relevant materials filed with the SEC and will be contained in the
definitive joint proxy statement/prospectus and other relevant materials to be
filed with the SEC.