<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): NOT APPLICABLE
LYONDELL CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-10145 95-4160558
(Commission File Number) (I.R.S. Employer Identification No.)
1221 MCKINNEY STREET, SUITE 700, HOUSTON, TEXAS 77010
(Address of principal executive offices) (Zip Code)
(713) 652-7200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The following slide was presented by Robert T. Blakely, Executive Vice
President and Chief Executive Officer of Lyondell Chemical Company ("Lyondell"),
as part of a presentation to analysts and investors at a Merrill Lynch Chemical
Conference in New York City, New York on March 14, 2000. It represents an
accretion analysis on a 1999 unaudited pro forma basis for the previously
disclosed proposed sale by Lyondell of its polyols business, including an
ownership interest in its propylene oxide business, to Bayer AG and Bayer
Corporation. The pro forma data assume that the net proceeds of $2 billion were
used to retire debt in accordance with the provisions of Lyondell's credit
facility and debt covenants.
ACCRETION OF $0.69 PER SHARE FROM THE BAYER DEAL
(1999 PRO FORMA BASIS)
<TABLE>
<CAPTION>
$MM EPS
----- ------
<S> <C> <C>
1999 Reported Net Loss (before
extraordinary item).................... (80) (0.77)
Impact of Sale of Polyols Business... (76) (0.74)
Reduction of Interest Expense........ 142 1.38
Reduction of Goodwill Amortization... 6 0.06
---- -----
1999 Pro Forma net Loss (before
extraordinary item)................... (8) (0.08)
</TABLE>
Note: Assumes asset sale occurred on January 1, 1999.
On a 1999 basis the transaction is accretive to earnings by 60 to 70 cents
per share, from a reported loss of 77 cents per share to a pro forma loss of 8
cents per share. The after-tax savings in interest expense resulting from the
debt pay-down is about $60 to $70 million greater than the net income given up
in the polyols business for 1999, and the Company expects to save $30 to 40
million annually in capital associated with the polyols business.
The unaudited pro forma data presented above are not necessarily indicative
of the results of operations of Lyondell that would have occurred had such
transactions actually been consummated as of the indicated dates nor are they
necessarily indicative of future results. The pro forma data also make certain
assumptions regarding the final agreements related to the transaction, some of
which have not been concluded to date. The final agreements could yield results
that differ from the data presented above. However, such changes are not
expected to be material.
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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.
LYONDELL CHEMICAL COMPANY
By: /s/ Gerald A. O'Brien
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Gerald A. O'Brien
Vice President, Deputy General Counsel
and Secretary
Date: March 14, 2000
