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 8, 2004
This filing contains the text of an announcement sent to all employees of
Millennium on June 8, 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 8, 2004
Subject: TIO2 ORGANIZATIONAL ANNOUNCEMENT PENDING Location: Hunt Valley
THE CLOSE OF OUR PROPOSED BUSINESS
COMBINATION
To: All Millennium Employees
Today we are pleased to announce the planned reporting structure for the TiO2
business, with four functions that will report directly to Bart de Jong, the
General Manager, TiO2, at the close of the proposed transaction with Lyondell.
These functions include Global Manufacturing, Research & Development, Sales &
Marketing, and Supply Chain.
All of these functions will continue to be operated out of Baltimore, Md., with
business and support resources necessary for the ongoing needs of the business.
Upon the close of the proposed business combination with Lyondell it is
anticipated that:
BRIAN GOEDKE will become Vice President of the global MANUFACTURING
organization, with responsibility for Millennium's titanium dioxide facilities
in the United States, France, United Kingdom, Australia and Brazil. All site
directors will report directly to Brian. In addition, a global manufacturing
support function will be established, also reporting to Brian, which will
support the achievement of global consistency in manufacturing practices and
play a key role in assuring that manufacturing best practices are shared between
Lyondell, Equistar and Millennium. The Quality group which currently reports to
the Corporate Safety, Health and Environment (SHE) organization will report into
this new manufacturing support function. The TiO2 Central Engineering and
Technology function will report directly to the Lyondell Engineering
organization with a dotted line to Brian. The Health, Safety and Environmental
function also will report into Lyondell with dotted line to Brian.
GARY CIANFICHI will continue as Vice President of the global MARKETING AND SALES
organization for TiO2 and Performance Chemicals. No material organizational
changes are anticipated.
BOB DANIELS will continue as Vice President of global TiO2 RESEARCH AND
DEVELOPMENT (R&D), which will continue to be coordinated out of the RCB research
facility. Upon the close of the proposed transaction, the ACETYLS R&D activities
will be reporting into the Lyondell (Intermediate Chemicals & Derivatives) R&D
organization.
CLEVER FONSECA will continue as Vice President, global TiO2 SUPPLY CHAIN. In
this capacity he will have responsibility for both "sell" side and "buy" side
supply chain functions. As part of supporting the Manufacturing organization in
achieving lower controllable costs, Clever will continue to be responsible for
the mining operations in Brazil. In addition, the Ferrica Products business will
also report to Clever, and he will provide executive-level direction to the Six
Sigma activities.
The Integration Team is working diligently to complete the proposed design for
the various TiO2 support functions as well as the Acetyls organization, and we
expect to be able to announce the planned leadership roles for these
organizations shortly.
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 registration statement
containing the preliminary joint proxy statement/prospectus in connection with
the proposed transaction, which was filed with the SEC on April 26, 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 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.