As
filed
with the Securities and Exchange Commission on December 19, 2007
Registration
No. 333-143351
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDERTHE SECURITIES ACT OF 1933
LYONDELL
CHEMICAL COMPANY*
(Exact
Name of Registrant as Specified in Its Charter)
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1221
McKinney Street, Suite 700
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Delaware
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Houston,
Texas 77010
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95-4160558
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(713)
652-7200
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(State
or other jurisdiction of
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(Address,
including zip code, and)
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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telephone
number, including area code,
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Of
Registrant’s principal executive offices)
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Michelle
S. Miller
Secretary
Lyondell
Chemical Company
1221
McKinney Street, Suite 700
Houston,
Texas 77010
(713)
652-7200
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copy
to:
Stephen
A. Massad
Baker
Botts L.L.P.
3000
One
Shell Plaza
910
Louisiana
Houston,
Texas 77002-4995
(713)
229-1234
Fax:
(713) 229-1522
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this registration
statement.
If
the
only securities being registered on this Form are to be offered pursuant
to
dividend or interest reinvestment plans, please check the following
box.
o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
o
If
this
Form is filed to register additional securities for an offering pursuant
to Rule
462(b) under the Securities Act, please check the following box and list
the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering.
o
If
this
Form is a registration statement pursuant to General Instruction I.D. or
a
post-effective amendment thereto that shall become effective upon filing
with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
þ
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
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TABLE
OF ADDITIONAL REGISTRANTS*
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Exact
Name of Additional
Registrants
as Specified in their
Respective
Charters
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State
of
Organization
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I.R.S.
Employer
Identification
Number
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Lyondell
Chemical Delaware Company
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Delaware
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51-0309094
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Lyondell
Chemical Nederland, Ltd.
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Delaware
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51-0110124
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Lyondell
Chemical Properties, L.P.
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Delaware
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23-2836105
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Lyondell
Chemical Technology 1 Inc.
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Delaware
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56-2561588
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Lyondell
Chemical Technology, L.P.
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Delaware
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54-1613415
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Lyondell
Chemical Technology Management, Inc.
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Delaware
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23-2631289
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Lyondell
Chimie France Corporation
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Delaware
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23-1976967
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Houston
Refining LP
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Delaware
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76-0395303
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Lyondell
France, Inc.
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Delaware
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23-2341921
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Lyondell
Houston Refinery Inc.
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Delaware
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20-5408334
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Lyondell
LP3 GP, LLC
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Delaware
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90-0249008
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Lyondell
LP3 Partners, LP
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Delaware
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90-0249009
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Lyondell
LP4 Inc.
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Delaware
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76-0550480
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Lyondell
(Pelican) Petrochemical L.P.1, Inc.
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Delaware
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95-4684078
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Lyondell
Petrochemical L.P. Inc.
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Delaware
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52-2064335
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Lyondell
Refining Company LLC
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Delaware
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76-0321158
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Lyondell
Refining I, LLC
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POSM
Delaware, Inc.
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Delaware
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51-0328228
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POSM
II Properties Partnership, L.P.
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Delaware
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51-0328696
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DEREGISTRATION
OF SECURITIES
On
May
30, 2007, the Registrants filed with the Securities and Exchange Commission
(the
“Commission”) a registration statement on Form S-3ASR, Registration No.
333-143351 (the “Registration Statement”), for the registration of senior debt
securities and guarantees of senior debt securities. The Registration
Statement became effective on filing. The offering under the
Registration Statement is complete. This Post-Effective Amendment
No. 1 to the Registration Statement is being filed to deregister all of the
securities originally registered which remain unsold under the Registration
Statement as of the date hereof.
Item
16. Exhibits.
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Exhibit
No
.
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Description
of Exhibit
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*24.1
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Powers
of Attorney for Lyondell Chemical Company
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*24.2
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Powers
of Attorney for Additional
Registrants
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* Previously
filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused
this
Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by
the
undersigned, thereunto duly authorized, in Houston, Texas, on December 19,
2007.
LYONDELL
CHEMICAL COMPANY
By:
/s/
Dan F. Smith
Name: Dan
F.
Smith
Title: Chairman,
President and Chief
Executive
Officer
Pursuant
to the requirements of the
Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-3 has
been
signed by the following persons in the capacities and as of the dates
indicated.
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Signature
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Title
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Date
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/s/
Dan F.
Smith
Dan
F. Smith
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Chairman,
President and
Chief
Executive Officer
(Principal
Executive Officer)
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December
19, 2007
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*
Carol
A. Anderson
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Director
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December
19, 2007
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*
Susan
K. Carter
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Director
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December
19, 2007
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*
Stephen
I. Chazen
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Director
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December
19, 2007
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*
Travis
Engen
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Director
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December
19, 2007
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*
Paul
S. Halata
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Director
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December
19, 2007
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*
Danny
W. Huff
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Director
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December
19, 2007
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*
David
J. Lesar
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Director
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December
19, 2007
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*
David
J.P. Meachin
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Director
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December
19, 2007
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*
Daniel
J. Murphy
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Director
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December
19, 2007
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*
Dr.
William R. Spivey
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Director
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December
19, 2007
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*
T.
Kevin DeNicola
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Senior
Vice
President
and
Chief
Financial Officer
(Principal
Financial Officer)
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December
19, 2007
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*
Charles
L. Hall
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Vice
President and Controller
(Principal
Accounting Officer)
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December
19, 2007
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*By:
/s/ Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-fact
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Lyondell LP3 GP, LLC,
Lyondell LP3 Partners, LP and Lyondell Refining I, LLC certifies that each
has
reasonable grounds to believe that it meets all of the requirements for filing
this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this
Post
Effective Amendment No. 1 to Form S-3 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, the State
of
Texas, on December 19, 2007.
LYONDELL
LP3 GP, LLC
LYONDELL
LP3 PARTNERS, LP
By: Lyondell
LP3 GP, LLC, its general partner
LYONDELL
REFINING I, LLC
By:
/s/
Francis P. McGrail
Name: Francis
P.
McGrail
Title: President
and Treasurer
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
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Signature
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Title
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/s/
Francis P. McGrail
Francis
P. McGrail
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President
and Treasurer
(Principal
Executive Officer, Principal Accounting Officer
and
Principal Financial Officer)
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/s/
Kerry A. Galvin
Kerry
A. Galvin
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Senior
Vice President and General Counsel
Lyondell
Chemical Company, Sole
Member-Manager
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Lyondell Refining Company
LLC
certifies that it has reasonable grounds to believe that it meets all of
the
requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and
has
duly caused this Post Effective Amendment No. 1 to Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Houston, the State of Texas, on December 19, 2007.
LYONDELL
REFINING COMPANY LLC
By:
/s/
Morris
Gelb
Name: Morris
Gelb
Title: President
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
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Signature
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Title
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/s/
Morris Gelb
Morris
Gelb
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President
(Principal
Executive Officer)
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*
Charles
L. Hall
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Vice
President and Controller
(Principal
Accounting Officer)
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*
Karen
A. Twitchell
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Vice
President and Treasurer
(Principal
Financial Officer)
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/s/
Kerry A. Galvin
Kerry
A. Galvin
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Senior
Vice President and General Counsel
Lyondell
Chemical Company,
Sole
Member-Manager
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*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, POSM II Properties, L.P.
certifies that it has reasonable grounds to believe that it meets all of
the
requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and
has
duly caused this Post Effective Amendment No. 1 to Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Houston, the State of Texas, on December 19, 2007.
POSM
II PROPERTIES PARTNERSHIP, L.P.
By: Lyondell
Chemical
Company, its general partner
By:
/s/
Dan Smith
Name: Dan
Smith
Title: Chairman,
President and Chief
Executive
Officer of
Lyondell
Chemical
Company
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
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Signature
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Title
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/s/
Dan F. Smith
Dan
F. Smith
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Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
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*
T.
Kevin DeNicola
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Senior
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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*
Charles
L. Hall
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Vice
President and Controller
(Principal
Accounting Officer)
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/s/
Kerry A. Galvin
Kerry
A. Galvin
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Senior
Vice President and General Counsel
Lyondell
Chemical Company, General Partner
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*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Lyondell Chemical Properties,
L.P., Lyondell Chemical Technology 1 Inc., Lyondell Chemical Technology,
L.P.
and Lyondell Chemical Technology Management, Inc. certifies that each has
reasonable grounds to believe that it meets all of the requirements for filing
this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this
Post
Effective Amendment No. 1 to Form S-3 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, the State
of
Texas, on December 19, 2007.
LYONDELL
CHEMICAL PROPERTIES, L.P.
By: Lyondell
Chemical Technology Management,
Inc.,
its general partner
LYONDELL
CHEMICAL TECHNOLOGY 1, INC.
LYONDELL
CHEMICAL TECHONOLOGY, L.P.
By: Lyondell
Chemical Technology Management, Inc.,
its
general partner
LYONDELL
CHEMICAL TECHNOLOGY
MANAGEMENT,
INC.
By:
/s/
Francis P. McGrail
Name: Francis
P.
McGrail
Title: President
and
Treasurer
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
|
Signature
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Title
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/s/
Francis P. McGrail
Francis
P. McGrail
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President
and Treasurer
(Principal
Executive Officer, Principal Accounting Officer
and
Principal Financial Officer)
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*
Kevin
R. Cadenhead
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Director
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*
Rick
Fontenot
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Director
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*
Charles
L. Hall
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Director
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*
Gary
L. Koehler
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Director
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*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
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|
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Lyondell Chemical Nederland,
Ltd., Lyondell Chimie France Corporation, Lyondell France, Inc., Lyondell
LP4
Inc., Lyondell (Pelican) Petrochemical L.P. 1 Inc. and POSM Delaware, Inc.
certifies that each has reasonable grounds to believe that it meets all of
the
requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and
has
duly caused this Post Effective Amendment No. 1 to Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Houston, the State of Texas, on December 19, 2007.
LYONDELL
CHEMICAL NEDERLAND, LTD.
LYONDELL
CHIMIE FRANCE
CORPORATION
LYONDELL
FRANCE, INC.
LYONDELL
LP4 INC.
LYONDELL
(PELICAN) PETROCHEMICALS
L.P.
1 INC.
LYONDELL
PETROCHEMICALS L.P. INC.
POSM
DELAWARE, INC.
By:
/s/
Morris
Gelb
Name: Morris
Gelb
Title: President
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
|
Signature
|
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Title
|
|
/s/
Morris Gelb
Morris
Gelb
|
|
President
(Principal
Executive Officer)
|
|
*
Charles
L. Hall
|
|
Vice
President, Controller and Director
(Principal
Accounting Officer)
|
|
*
Karen
A. Twitchell
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|
Vice
President and Treasurer
(Principal
Financial Officer)
|
|
*
Kevin
R. Cadenhead
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|
Director
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*
Francis
P. McGrail
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|
Director
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*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Lyondell Chemical Delaware
Company certifies that it has reasonable grounds to believe that it meets
all of
the requirements for filing this Post-Effective Amendment No. 1 to Form S-3
and
has duly caused this Post Effective Amendment No. 1 to Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Houston, the State of Texas, on December 19, 2007.
LYONDELL
CHEMICAL DELAWARE
COMPANY
By:
/s/
Francis P. McGrail
Name: Francis
P.
McGrail
Title: President
and Treasurer
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
|
Signature
|
|
Title
|
|
/s/
Francis P. McGrail
Francis
P. McGrail
|
|
President,
Treasurer and Director
(Principal
Executive Officer, Principal Accounting Officer
and
Principal Financial Officer)
|
|
*
Kevin
R. Cadenhead
|
|
Director
|
|
*
Charles
L. Hall
|
|
Director
|
|
*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Lyondell Houston Refinery
Inc. certifies that it has reasonable grounds to believe that it meets all
of
the requirements for filing this Post-Effective Amendment No. 1 to Form S-3
and has duly caused this Post Effective Amendment No. 1 to Form S-3 to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the
City of Houston, the State of Texas, on December 19, 2007.
LYONDELL
HOUSTON REFINERY INC.
By:
/s/
Morris
Gelb
Name: Morris
Gelb
Title: President
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
|
Signature
|
|
Title
|
|
/s/
Morris Gelb
Morris
Gelb
|
|
President
(Principal
Executive Officer)
|
|
*
Charles
L. Hall
|
|
Vice
President, Controller and Director
(Principal
Accounting Officer)
|
|
*
Karen
A. Twitchell
|
|
Vice
President and Treasurer
(Principal
Financial Officer)
|
|
*
Kevin
R. Cadenhead
|
|
Director
|
|
*
Francis
P. McGrail
|
|
Director
|
|
*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Houston Refining LP certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused
this Post Effective Amendment No. 1 to Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on December 19, 2007.
HOUSTON
REFINING LP
By: Lyondell
Refining Company LLC,
its general partner
By:
/s/
Morris
Gelb
Name: Morris
Gelb
Title: President
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 to Form S-3 has been signed by the following persons in the
capacities indicated on December 19, 2007.
|
Signature
|
|
Title
|
|
*
Dan
F. Smith
|
|
Chief
Executive Officer
(Principal
Executive Officer)
|
|
*
T.
Kevin DeNicola
|
|
Chief
Financial Officer
(Principal
Financial Officer)
|
|
*
Charles
L. Hall
|
|
Vice
President, Controller and Chief Accounting Officer
(Principal
Accounting Officer)
|
|
/s/
Morris Gelb
Morris
Gelb
|
|
President,
Lyondell
Refining Company LLC,
General
Partner
|
|
*By: /s/
Kerry A. Galvin
Kerry
A. Galvin,
as
Attorney-in-Fact
|
|
|