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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 10, 2003
Date of Earliest Event Reported: November 10, 2003
MILLENNIUM CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12091 22-3436215
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
incorporation or organization)
20 Wight Avenue, Suite 100
Hunt Valley, Maryland 21030
(Address of principal executive offices)
Registrant's telephone number, including area code (410) 229-4400
Item 5. Other Events and Required FD Disclosure.
Millennium America Inc. (the "Company"), wholly-owned subsidiary of
Millennium Chemicals Inc. ("Millennium"), has obtained a waiver to various
restrictive covenants contained in its bank credit agreement (the "Credit
Agreement") that require the Company to meet certain financial performance
criteria. The Company was not in compliance with these financial covenants as of
September 30, 2003. As a result, the Company obtained a waiver to these
covenants on September 30, 2003, which was then extended on November 10, 2003.
This waiver, as so extended, will expire on December 31, 2003.
The Company currently is seeking an amendment to the Credit Agreement to
revise these financial covenants, among other things. Based on its discussions
with the agent banks and the lending banks under the Credit Agreement, the
Company believes that it will be able to obtain this amendment prior to the
expiration of the current waiver. However, the effectiveness of this amendment
will be contingent upon Millennium or the Company obtaining at least $110
million of long term financing prior to the expiration of the current waiver.
The funds so obtained are expected to be used to repay secured term loans of
approximately $47 million issued under the Credit Agreement and to enable the
Company to terminate its European accounts receivable securitization program of
approximately $60 million. The Company believes that it will be able to obtain
the requisite financing on or before December 31, 2003, at which time the
amendment to the Credit Agreement referred to above would become effective.
If the Company is not able to obtain the requisite financing on or before
December 31, 2003, the Company believes that it would be able to further extend
the current waiver and Credit Agreement amendment to provide additional time to
obtain such financing, or otherwise amend or refinance the Credit Agreement. In
addition, the Company had at October 31, 2003, approximately $125 million of
cash and cash equivalents held primarily by foreign subsidiaries, which the
Company would be able to utilize to provide liquidity in the near-term until it
is able to obtain the requisite financing, or amend or refinance the Credit
Agreement.
The total amount of debt outstanding under the Credit Agreement at
September 30, 2003 of $94 million, which includes the $47 million of secured
term loans, will be recorded as a current liability at September 30, 2003
because the current waiver expires at December 31, 2003.
The Company expects that it will incur additional costs in the form of
fees, expenses and interest in connection with any such waiver, amendment or
refinancing, and that additional restrictions will be imposed on the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
Dated: November 10, 2003 MILLENNIUM CHEMICALS INC.
By:/C. William Carmean/
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C. William Carmean
Senior Vice President, General Counsel &
Secretary