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: June 25, 2004
This filing contains the text of an announcement sent to all employees of
Millennium on June 25, 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, Gus Williamson Date: June 25, 2004
Subject: Planned leadership of TiO2 support Location: Hunt Valley
organizations and Acetyls organizations
post closing
To: All Employees
We are pleased to announce the planned leadership assignments for many of the
functions that will support the TiO2 business after the closing of our proposed
transaction with Lyondell. Also included is the planned leadership of the
Acetyls organization that will be in place post-close.
By June 30, 2004, to the extent possible, all employees affected by the proposed
transaction will have been informed of their expected job status at the time of
closing, and leaders will be meeting with their employees to share more details
about planned changes in organization design for their function. After the
closing of the proposed transaction, complete organizational charts will be
published for employees. Until that time, however, all employees will continue
with their current responsibilities, work processes and decision making. There
will be no staffing actions until after the proposed transaction has closed.
Upon the close of the proposed transaction with Lyondell, it is anticipated
that:
HUMAN RESOURCES
LIZ BROWN, Senior Manager, HR, Lyondell, will become Director, HR -
Millennium, managing the global HR consulting and support activities for
the TiO2 business as well as the HR Operations for all Millennium legal
entities. She will continue to report to JOHN HOLLINSHEAD, Vice President,
Human Resources, Lyondell.
INFORMATION TECHNOLOGY
MIKE WHITEHEAD, Director IT, Millennium, will become Director IT, TiO2
reporting to ERIC SILVA, Vice President of Information Technology,
Lyondell. Mike will have responsibility for providing IT services globally
for the TiO2 business. Employees engaged in SAP support for the TiO2
business will report to DAVID CHAPMAN, Director of Business Solutions,
Lyondell.
LEGAL
STEVE WILLIAMS, presently Associate General Counsel for Commercial and
International for Lyondell, will become Associate General Counsel for TiO2
and International, reporting to KERRY GALVIN, Senior Vice President,
General Counsel and Secretary, Lyondell. Steve will be responsible for
providing Legal Services to the TiO2 business and all of the international
functions of the Lyondell enterprise.
FINANCE
Finance functions including Treasury, Corporate Development, Controller,
Audit and Corporate Communications will be integrated into the Lyondell
enterprise finance organization. WENDY JOHNSON, Director Internal
Accounting & Analysis, Millennium, will become Director, Manufacturing
Accounting and Analysis for the Lyondell enterprise and will be located in
Houston. She will report to CHARLIE HALL, Vice President and Controller of
Lyondell. MIKE ORNER, Controller, Millennium, will continue in his current
role in Hunt Valley for an extended transition period, and also will be
reporting to Charlie.
ROB WILLIAMS, Assistant Treasurer, Millennium, will become Senior Manager,
Manufacturing Accounting & Analysis, reporting to Wendy Johnson. Rob will
be supporting BRIAN GOEDKE, Vice President, Manufacturing TiO2. Rob will
have direct responsibility for the TiO2 manufacturing accounting functions
in the United States and Brazil. The European and Asian accounting groups
supporting the Millennium legal entities will report through the Lyondell
regional organizations; however, Rob will have ultimate responsibility for
the TiO2 Manufacturing Accounting & Analysis function.
The Business Performance Analysis & Reporting, Business Decision Analysis
and Corporate Development functions supporting the TiO2 business will have
resources in Hunt Valley. Those employees will report into their
respective organizations at Lyondell. Specifically, GUS WILLIAMSON,
Director, Strategic Planning and Initiatives, Millennium, will become
Director Strategic Planning, TiO2 and BRUCE CHALMERS Director, Corporate
Development, Millennium, will continue as Director, Corporate Development.
Both will report to the Vice President, Corporate Development, Lyondell.
Additional support for the TiO2 business for budgets and forecasting will
be provided in Houston.
MANUFACTURING AND ENGINEERING
CHRIS TAGOE, currently the Plant Manager at the Equistar La Porte Complex,
will assume the Engineering Director - TiO2 position reporting to MIKE
BROWN, General Manager - Engineering Lyondell with dotted line reporting
to Brian Goedke, Vice President Manufacturing, TiO2.
DALE FRIEDRICHS, currently the Production Superintendent at the
Hydrocarbons Mid Plant in the Equistar Channelview Complex, will become
the Manufacturing Manager - Manufacturing Support, reporting to BRIAN
GOEDKE, Vice President, Manufacturing, TiO2. In this role, Dale will be
responsible for ensuring global manufacturing best practice implementation
across all TiO2 sites.
ACETYLS
As previously announced, the Acetyls business will be fully integrated
into the Lyondell enterprise at the close of the transaction. Acetyls will
be managed as a global business within the Lyondell Performance Chemicals
group, part of Lyondell's Intermediate Chemicals & Derivatives (IC&D)
segment.
RUSS DANIELS, Business Manager, Equistar, will become the global Business
Manager, Acetyls reporting to MARIO PORTELA, Lyondell Director Performance
Chemicals.
The La Porte Acetyls manufacturing operations will become part of
Lyondell's La Porte Complex, as part of Lyondell's manufacturing
organization, led by JIM BAYER, Lyondell's Senior VP, Manufacturing.
Acetyls marketing and sales, supply chain and other services for the
Americas, Europe and Asia will be integrated into the Lyondell regional
organizations. Acetyls R&D will report into Lyondell but will continue to
be located at the Baltimore Research Center.
The Joint Integration Team will continue to plan for the integration that will
be implemented upon the closing of our proposed transaction with Lyondell, and
will continue to report any major developments in the design or other
integration matters as they arise.
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 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 Amendment No. 1 to its
registration statement containing the preliminary joint proxy
statement/prospectus in connection with the proposed transaction, which was
filed with the SEC on June 18, 2004. Millennium disclaims any obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
In addition, in connection with the proposed transaction Lyondell and Millennium
have filed relevant materials with the SEC, including Lyondell's Amendment No. 1
to its registration statement containing a preliminary joint proxy
statement/prospectus, which was filed on June 18, 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 and in its Amendment
No. 1 to its registration statement filed with the SEC by Lyondell on March 16,
2004, and June 18, 2004, respectively, and information regarding Millennium's
directors and its executive officers is available in the Amended Millennium 10-K
and Lyondell's Amendment No. 1 to its registration statement filed with the SEC
on June 18, 2004. 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.