UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Lyondell Chemical Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
552078
--------------------------------------------------------------------------------
(CUSIP Number)
Donald P. de Brier, Esq.
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-8800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
CUSIP No. 552078
1. NAME OF REPORTING PERSONS: Occidental Petroleum Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
95-4035997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
46,307,860
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
46,307,860
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,307,860
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 552078
1. NAME OF REPORTING PERSONS: Occidental Petroleum Investment Co.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
95-2584267
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
46,307,860
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
46,307,860
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,307,860
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 552078
1. NAME OF REPORTING PERSONS: Occidental Chemical Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
95-2865897
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
46,307,860
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
46,307,860
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,307,860
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 (this "Amendment") amends the Schedule 13D previously
filed by Occidental Petroleum Corporation, a Delaware corporation
("Occidental"), Occidental Petroleum Investment Co., a California corporation
("OPIC"), and Occidental Chemical Holding Corporation, a California corporation
("OCHC").
ITEM 1. SECURITY AND ISSUER
The name of the issuer is Lyondell Chemical Company, a Delaware corporation
("Lyondell"). Lyondell's principal executive offices is located at 1221 McKinney
Street, Suite 700, Houston, Texas 77010. This Statement relates to the common
stock, par value $1.00 per share (the "Common Stock"), and Series B common
stock, par value $1.00 per share ("Series B Common Stock"), of Lyondell.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment is being filed jointly on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(1) Occidental is a Delaware corporation. Occidental's principal
businesses consist of two industry segments. The oil and gas segment explores
for, develops, produces and markets crude oil and natural gas. The chemicals
segment manufactures and markets basic chemicals, vinyls and performance
chemicals.
(2) OPIC is a California corporation. Its principal business is to act as
a holding company for Occidental.
(3) OCHC is a California corporation. Its principal business is to act as
a holding company for Occidental.
The business address of each Reporting Person is 10889 Wilshire Boulevard,
Los Angeles, California 90024.
The name, business address, and current principal occupation or employment
of each of the executive officers and directors of the Reporting Persons are set
forth below. Unless otherwise indicated, the business address of each such
person is 10889 Wilshire Boulevard, Los Angeles, California 90024. All such
persons listed below are citizens of the United States except Mr. Syriani, who
is a citizen of Lebanon; Dr. Segovia, who is a citizen of Colombia; and Mr.
Feick, who is a citizen of Canada.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------------- ------------------------------------------
Ray R. Irani(1) Chairman of the Board, Chief Executive
Officer and President of Occidental
B. Chuck Anderson Executive Vice President of OCHC
5005 LBJ Freeway
Dallas, Texas 75244
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NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------------- ------------------------------------------
Dennis F. Blake Vice President of OCHC
5005 LBJ Freeway
Dallas, Texas 75244
Ronald W. Burkle(1) Managing Partner and majority owner of The
9130 West Sunset Boulevard Yucaipa Companies
Los Angeles, California 90069
John S. Chalsty(1) Chairman, Muirfield Capital Management,
10 Rockefeller Center, 8th Floor LLC
New York, New York 10020
Stephen I. Chazen Senior Executive Vice President and Chief
Financial Officer of Occidental
Donald P. de Brier Executive Vice President, Secretary and
General Counsel of Occidental
Edward P. Djerejian(1) Director, James A. Baker III Institute for
Rice University, MS-40 Public Policy
6100 Main Street
Houston, Texas 77005-1892
S. P. Dominick, Jr.(2)(3) Vice President and Controller of
Occidental, President of OPIC
R. Chad Dreier(1) President and Chief Executive Officer, The
24025 Park Sorrento, Suite 400 Ryland Group
Calabasas, California 91302
John E. Feick(1) President and Chief Executive Officer of
230, 319-2nd Avenue, Suite 400 Matrix Solutions, Inc.
Calabasas, California 91302
Richard W. Hallock Executive Vice President - Human Resources
of Occidental
J. R. Havert(2)(3) Vice President and Treasurer of
Occidental; Vice President and Treasurer
of OPIC; Vice President and Treasurer of
OCHC
Donald G. Jackson Vice President of OCHC
110 West 7th Street
Tulsa, Oklahoma 74102
Scott A. King(3) Vice President, General Counsel and
5005 LBJ Freeway Secretary of OCHC
Dallas, Texas 75244
Anthony R. Leach Vice President - Finance of Occidental;
Executive Vice President of OCHC
James M. Lienert Vice President of Occidental; Executive
5005 LBJ Freeway Vice President of OCHC
Dallas, Texas 75244
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NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------------- ------------------------------------------
Irvin W. Maloney(1) Retired Chairman and Chief Executive
Officer, Dataproducts Corporation
John W. Morgan Executive Vice President - Operations of
Occidental; Vice President of OPIC
Linda S. Peterson(2) Assistant Secretary of Occidental; Vice
President and Secretary of OPIC; Vice
President and Assistant Secretary of OCHC
Rodolfo Segovia(1) Member of Executive Committee of
Carrera 9A No. 99-02 OF. 1001 Inversiones Sanford
Santafe de Bogota, D.C. Colombia
Aziz D. Syriani(1) President and Chief Operating Officer of
c/o The Olayan Group The Olayan Group
111 Poseidonos Avenue
P.O. Box 70228 - Glyfada
Athens 166 10, Greece
Rosemary Tomich(1) Owner of the Hope Cattle Company and the
A.S. Tomich Construction Company; Chairman
of the Board of Directors and Chief
Executive Officer, Livestock Clearing,
Inc.
Walter L. Weisman(1) Past Chairman and Chief Financial Officer
P.O. Box 18017 of American Medical International, Inc.
Beverly Hills, California 90209
--------------------
(1) Director of Occidental
(2) Director of OPIC
(3) Director of OCHC
During the past five years, no Reporting Person nor, to the best knowledge
of the Reporting Persons, any of the officers and directors named above has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in him or it being
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 30, 2003, OCHC received 512,449 shares of Series B Common Stock
as a dividend in kind on the Series B Common Stock then held by OCHC; on March
29, 2004, OCHC received 523,920 shares of Series B Common Stock as a dividend in
kind on the Series B Common Stock then held by OCHC; on June 29, 2004, OCHC
received 532,114 shares of Series B Common Stock as a dividend in kind on the
Series B Common Stock then held by OCHC; on September 29, 2004, OCHC received
422,909 shares of Series B Common Stock as a dividend in kind on the Series B
Common Stock then held by OCHC; on December 30, 2004, OCHC received 305,496
shares of Series B Common Stock as a dividend in kind on the Series B Common
Stock then held by OCHC; and on December 31, 2004, OCHC
7
received 38,607,860 shares of Common Stock upon conversion of all of its shares
of Series B Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
On October 2, 2003, the Board of Directors of Lyondell declared a dividend
in kind on the then outstanding shares of Series B Common Stock, which was paid
on December 30, 2003 to OCHC as the sole holder of the Series B Common Stock.
On February 5, 2004, the Board of Directors of Lyondell declared a dividend
in kind on the then outstanding shares of Series B Common Stock, which was paid
on March 29, 2004 to OCHC as the sole holder of the Series B Common Stock.
On May 6, 2004, the Board of Directors of Lyondell declared a dividend in
kind on the then outstanding shares of Series B Common Stock, which was paid on
June 29, 2004 to OCHC as the sole holder of the Series B Common Stock.
On July 8, 2004, the Board of Directors of Lyondell declared a dividend in
kind on the then outstanding shares of Series B Common Stock, which was paid on
September 29, 2004 to OCHC as the sole holder of the Series B Common Stock.
On October 7, 2004, the Board of Directors of Lyondell declared a dividend
in kind on the then outstanding shares of Series B Common Stock, which was paid
on December 30, 2004.
On December 9, 2004, pursuant to the Stockholders Agreement among Lyondell
and the Reporting Persons, the Board of Directors of Lyondell elected to convert
all of the shares of Series B Common Stock then outstanding into an equal number
of shares of Common Stock, which occurred on December 31, 2004.
Through OCHC, Occidental currently holds its securities in Lyondell for
investment purposes only with a view toward maximizing long-term shareholder
value for Occidental's stockholders and not for the purpose of controlling
Lyondell.
Other than as set forth above or in Item 6 of this Schedule 13D, Occidental
currently has no plans that relate to, or would result in, any of the actions
listed in clauses (a) through (j) of Item 4 of Schedule 13D. However, Occidental
continuously reviews and analyzes its investments and other operations,
including its investments in Lyondell, in order to determine whether value for
Occidental's stockholders is best served by holding those investments,
increasing, disposing of, or monetizing those investments, or recapitalizing or
otherwise restructuring those investments. With respect to the Lyondell
investment, these reviews and analyses depend on a variety of factors, including
without limitation, the price of, and other market conditions relating to, the
Lyondell securities, the investment return on the Lyondell securities,
Lyondell's business and prospects, other investment and business opportunities
available to Occidental, general stock market and economic conditions, tax
considerations, and other factors deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) OCHC directly owns 41,307,860 shares of Common Stock,
representing approximately 17.0% of the issued and outstanding shares of Common
Stock, and a warrant to purchase 5,000,000 shares of Common Stock, as described
in Item 6 below.
8
As the sole stockholder of OCHC, OPIC may be deemed to be the beneficial
owner of, and for purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), to have the shared power to vote or
direct the vote of, and shared power to dispose or direct the disposition of,
the 46,307,860 shares of Common Stock (including 5,000,000 shares of Common
Stock issuable upon exercise of a warrant) held by OCHC.
As the sole stockholder of OPIC, Occidental may be deemed to be the
beneficial owner of, and for purposes of Rule 13d-3 under the Exchange Act to
have the shared power to vote or direct the vote of, and shared power to dispose
or direct the disposition of, the 46,307,860 shares of Common Stock (including
5,000,000 shares of Common Stock issuable upon exercise of a warrant) held by
OCHC.
None of the directors or executive officers listed in Item 2 above is the
beneficial owner of Common Stock, except Dr. Ray R. Irani and Stephen I. Chazen,
each of whom holds 4,051 shares of restricted Common Stock, 4,051 shares of
phantom stock (to be settled for cash upon vesting of the restricted Common
Stock), and 1,044 deferred stock units (to be settled for cash upon retirement).
Each of Dr. Irani's and Mr. Chazen's holdings constitute less than one percent
of the outstanding Common Stock.
(c) On December 30, 2003, OCHC received 512,449 shares of Series B
Common Stock as a dividend in kind on the Series B Common Stock then held by
OCHC; on March 29, 2004, OCHC received 523,920 shares of Series B Common Stock
as a dividend in kind on the Series B Common Stock then held by OCHC; on June
29, 2004, OCHC received 532,114 shares of Series B Common Stock as a dividend in
kind on the Series B Common Stock then held by OCHC; on September 29, 2004, OCHC
received 422,909 shares of Series B Common Stock as a dividend in kind on the
Series B Common Stock then held by OCHC; on December 30, 2004, OCHC received
305,496 shares of Series B Common Stock as a dividend in kind on the Series B
Common Stock then held by OCHC; and on December 31, 2004, OCHC received
38,607,860 shares of Common Stock upon conversion of all of its shares of Series
B Common Stock.
As of the date hereof, the Reporting Persons beneficially own an aggregate
of 46,307,860 shares of Common Stock (including 5,000,000 shares of Common Stock
issuable upon exercise of a warrant), representing approximately 19.0% of the
issued and outstanding shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Stockholders Agreement
In connection OCHC's initial acquisition of Series B Common Stock from
Lyondell, Occidental, OCHC and Lyondell entered into a stockholders agreement on
August 22, 2002 (the "Stockholders Agreement"). The Stockholders Agreement
includes: (1) a "standstill" provision, which prohibits, among other things,
Occidental (and requires Occidental to cause its wholly owned subsidiaries) from
acquiring securities of Lyondell, making any proposal with respect to a merger,
sale or other corporate transaction that would result in a change of control of
Lyondell, or, except for the board representatives appointed by Occidental,
seeking the removal of any member of the Board of Directors of Lyondell; (2) a
provision requiring Occidental to cause each share of Common Stock beneficially
owned by it to be (x) present for the taking of any Lyondell shareholder action
and (y) voted for the board nominees that are proposed by the directors sitting
on Lyondell's Board of Directors at the time of nomination; and (3) a provision
9
entitling Occidental to appoint two representatives to the Board of Directors of
Lyondell so long as Occidental and its subsidiaries beneficially own in the
aggregate, directly or indirectly, at least 17 million shares of Common Stock,
including shares of Series B Common Stock (excluding, for purposes of such
calculation, the shares issuable upon exercise of the Warrant), at which time,
until the termination date of the Stockholders Agreement, Occidental shall be
entitled to appoint one representative to the Board of Directors of Lyondell.
Further, the Stockholders Agreement restricts the transferability of the
shares of Common Stock beneficially owned by Occidental, subject to certain
specified exceptions. The Stockholders Agreement terminates on the date on which
Occidental and its subsidiaries beneficially own in the aggregate, directly or
indirectly, less than 17 million shares of Common Stock, including shares of
Series B Common Stock (excluding, for purposes of such calculation, the shares
issuable upon exercise of the Warrant).
On October 7, 2003, in connection with OCHC's purchase of 2,700,00 shares
of Common Stock in an underwritten offering by Lyondell, Occidental, OCHC and
Lyondell entered into an amendment to the Stockholders Agreement, amending the
provision described in clause (3) above, such that Occidental is entitled to
appoint two representatives to the Board of Directors of Lyondell so long as
Occidental and its subsidiaries beneficially own in the aggregate, directly or
indirectly, at least 34 million shares of Common Stock, including shares of
Series B Common Stock (excluding, for purposes of such calculation, the shares
issuable upon exercise of the Warrant).
Warrant
Concurrently with OCHC's initial acquisition of Series B Common Stock in
August 2002, Lyondell issued a warrant (the "Warrant") to OCHC to purchase
5,000,000 shares of Common Stock (each, a "Warrant Share" and, collectively, the
"Warrant Shares"), subject to adjustment. The Warrant is exercisable at a price
of $25 per Warrant Share, at any time on or before the expiration date of the
Warrant on August 22, 2007. Upon exercise, however, Lyondell has the right, in
its sole discretion, to make a "net payment" by electing to pay the excess, if
any, between the stock price per share of the Common Stock on the date of
exercise and the $25 exercise price. The net payment may be made in the form of
(1) cash, (2) shares of Common Stock, or (3) at Lyondell's option, a combination
of (1) and (2). If Lyondell elects to make all or a portion of a net payment in
the form of shares of Common Stock, each share will be valued by the average of
the high and low per share sales prices of Common Stock, as reported on the New
York Stock Exchange, on the exercise date. The Warrant provides that the number
of Warrant Shares and the exercise price will be adjusted from time to time for
any stock splits, dividends and combinations that occur during the five-year
exercise period.
Registration Rights Agreement
On August 22, 2002, Lyondell entered into a registration rights agreement
with OCHC (the "Registration Rights Agreement"), which provides OCHC and its
permitted transferees the right to (1) require Lyondell to register the resale
of the Warrant Shares and the shares of Common Stock acquired upon conversion
of, as a dividend or other distribution with respect to, or in exchange for or
in replacement of, OCHC's shares of Series B Common Stock (collectively, the
"Registrable Shares") or (2) subject to certain specified exceptions, include
the Registrable Shares in any registration statement to be filed by Lyondell in
connection with an underwritten public offering. Lyondell is not required to
effect more than three demand registrations in any 12-month period, only one of
which may be an underwriting offering. Further, the Registration Rights
Agreement provides that Lyondell shall pay all expenses relating to any demand
or piggyback registration, excluding underwriting discounts and commissions with
respect to any Registrable Shares and fees and expenses of counsel for OCHC or
its permitted transferees. The registration rights of OCHC or any of its
permitted transferees shall terminate when such
10
person no longer holds any Registrable Shares or any derivative securities
convertible into or exercisable for Registrable Shares. The Registration Rights
Agreement also includes customary suspension, underwriter "cut-back" and
indemnification provisions.
The foregoing summary is qualified in its entirety by reference to the
Stockholders Agreement, the First Amendment to Stockholders Agreement, the
Warrant and the Registration Rights Agreement, copies of which are filed as
exhibits to this Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Agreement Pursuant to Rule 13d-1(k)
Exhibit 2 Warrant for the Purchase of Shares of Common Stock, issued August
22, 2002*
Exhibit 3 Stockholders Agreement, dated as of August 22, 2002, by and among
Lyondell Chemical Company and the stockholders named therein*
Exhibit 4 First Amendment to Stockholders Agreement, dated as of October 7,
2003, by and among Lyondell Chemical Company, Occidental
Petroleum Corporation and Occidental Chemical Holding Company*
Exhibit 5 Registration Rights Agreement, dated as of August 22, 2002, by
and between Lyondell Chemical Company and Occidental Chemical
Holding Corporation
------------------
*Previously filed.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 7, 2005
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ JAMES R. HAVERT
----------------------------
Name: James R. Havert
Title: Vice President and Treasurer
OCCIDENTAL PETROLEUM INVESTMENT CO.
By: /s/ JAMES R. HAVERT
----------------------------
Name: James R. Havert
Title: Vice President and Treasurer
OCCIDENTAL CHEMICAL HOLDING CORPORATION
By: /s/ JAMES R. HAVERT
----------------------------
Name: James R. Havert
Title: Vice President and Treasurer