As
filed
with the Securities and Exchange Commission on December 20, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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Form
S-8 Registration No. 333-105004
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Form
S-8 Registration No. 333-85656
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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Form
S-8 Registration No. 333-100660
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Form
S-8 Registration No. 033-60785
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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Form
S-8 Registration No. 333-36430
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Form
S-8 Registration No. 333-120877
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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Form
S-8 Registration No. 333-130666
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Form
S-8 Registration No. 333-125087
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POST
EFFECTIVE AMENDMENT NO. 1 TO
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Form
S-8 Registration No. 333-123736
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
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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Lyondell
Chemical Company Restricted Stock Plan for Non-Employee
Directors
Lyondell
Chemical Company 401(k) and Savings Plan
Lyondell
Chemical Company Stock Option Plan for Non-Employee
Directors
Millennium
Chemicals Inc. Long Term Stock Incentive Plan
Millennium
Chemicals Inc. 2001 Omnibus Incentive Compensation Plan
Millennium
Chemicals Inc. Supplemental Savings and Investment Plan
Millennium
Chemicals Inc. Salary and Bonus Deferral Plan
Millennium
Savings and Investment Plan
Millennium
Chemicals Inc. Sharesave Scheme 1997
Millennium
Inorganic Chemicals Ltd (Asia/Pacific) Employee Share Acquisition
Scheme
Fonds
Commun de Placement d’Entreprise “Millennium”
Share
Purchase Plan
Millennium
Inorganic Chemicals Share Incentive Plan
Lyondell
Petrochemical Company Restricted Stock Plan
Equistar
Chemicals, LP Savings and Investment Plan
Equistar
Chemicals, LP Savings and Investment Plan for Hourly Represented
Employees
Lyondell
Chemical Company Amended and Restated 1999 Incentive Plan
(Full
title of plans)
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)
DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments relate to the following Registration Statements
of
Lyondell Chemical Company (the “Company” or “Lyondell”) filed on Form S-8
(collectively, the “Registration Statements”):
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1.
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Registration
No. 333-105004 registering 100,000 common shares for the Lyondell
Restricted Stock Plan for Non-Employee
Directors;
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2.
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Registration
No. 333-85656 registering 6,750,000 common shares for the Lyondell
401(k)
and Savings Plan and an indeterminate amount of interests to be
offered or
sold pursuant to such plan;
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3.
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Registration
No. 333-100660 registering 4,000,000 common shares for the Lyondell
1999
Long-Term Incentive Plan (now known as the Lyondell Amended and
Restated
1999 Incentive Plan);
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4.
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Registration
No. 033-60785 registering 1,000,000 common shares for the Lyondell
Petrochemical Company Restricted Stock
Plan;
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5.
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Registration
No. 333-36430 registering 10,000,000 common shares for the Lyondell
1999
Long-Term Incentive Plan and Stock Option Plan for Non-Employee
Directors;
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6.
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Registration
No. 333-120877 registering 2,520,447 common shares for the Millennium
Chemicals Inc. Long Term Stock Incentive Plan, Millennium Chemicals
Inc.
2001 Omnibus Incentive Compensation Plan, Millennium Chemicals
Inc.
Supplemental Savings and Investment Plan, Millennium Chemicals
Inc. Salary
and Bonus Deferral Plan, Millennium Savings and Investment Plan,
Millennium Chemicals Inc. Sharesave Scheme 1997, Millennium Inorganic
Chemicals Ltd (Asia/Pacific) Employee Share Acquisition Scheme,
Fonds
Commun de Placement d’Entreprise “Millennium” Share Purchase Plan and
Millennium Inorganic Chemicals Share Incentive Plan and an indeterminate
amount of interests to be offered or sold pursuant to the Millennium
Savings and Investment Plan;
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7.
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Registration
No. 333-130666 registering 6,000,000 common shares for the Lyondell
401(k)
and Savings Plan and an indeterminate amount of interests to be
offered or
sold pursuant to such plan;
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8.
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Registration
No. 333-125087 registering 3,610,000 common shares for the Equistar
Chemicals, LP Savings and Investment Plan and Equistar Chemicals,
LP
Savings and the Investment Plan for Hourly Represented Employees
and an
indeterminate amount of interests to be offered or sold pursuant
to such
plans; and
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9.
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Registration
No. 333-123736 registering 12,000,000 common shares for the Lyondell
Amended and Restated 1999 Incentive
Plan.
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On
December 20, 2007, the Company and BIL Acquisition Holdings Limited (“Merger
Sub”) completed a merger (the “Merger”) of Merger Sub with the
Company, pursuant to the terms and conditions of that certain Agreement and
Plan
of Merger, dated as of July 16, 2007 (the “Merger Agreement”), among the
Company, Basell AF (“Basell”) and Merger Sub, a wholly-owned subsidiary of
Basell. As a result of the Merger, the Company became a wholly owned
subsidiary of Basell. As provided in the Merger Agreement, each
issued and outstanding share of the Company’s common stock was automatically
converted into the right to receive $48.00 per share. In connection
with the Merger, the Company has terminated all offerings of its securities
pursuant to the Registration Statements.
Accordingly,
pursuant to the undertaking contained in the Registration Statements to remove
from registration by means of a post-effective amendment any securities being
registered which remain unsold at the termination of the offering, the Company
is filing these Post-Effective Amendments to the Registration Statements
solely
to deregister any and all securities previously registered under the
Registration Statements that remain unsold.
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 on Form S-8 and has duly caused these Post-Effective Amendments No.
1 to
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on December 20, 2007.
LYONDELL
CHEMICAL COMPANY
By:
/s/ Dan F. Smith
Name: Dan
F. Smith
Title: President
and Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, these Post-Effective
Amendments No. 1 to Form S-8 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
Name:
Dan
F. Smith
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President
and
Chief
Executive Officer
(Principal
Executive Officer)
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December
20, 2007
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/s/
Alan
Bigman
Name:
Alan
Bigman
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Director
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December
20, 2007
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/s/
Edward J.
Dineen
Name:
Edward
J. Dineen
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Director
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December
20, 2007
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/s/
Morris Gelb
Name:
Morris
Gelb
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Director
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December
20, 2007
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/s/
T. Kevin DeNicola
Name:
T.
Kevin DeNicola
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Senior
Vice President
and
Chief Financial Officer
(Principal
Financial Officer)
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December
20, 2007
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/s/
Charles L. Hall
Name:
Charles
L. Hall
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Vice
President and Controller
(Principal
Accounting Officer)
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December
20, 2007
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SIGNATURES
Pursuant
to the requirements of the
Securities Act of 1933, the trustees (or other persons who administer the
Lyondell 401(k) and Savings Plan) certify that they have reasonable grounds
to
believe that they have met all of the requirements for filing on Form S-8
and
have duly caused the Post-Effective Amendments No. 1 to Registration Nos.
333-85656 and 333-130666 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Houston, Texas, on December 20,
2007.
LYONDELL
CHEMICAL COMPANY 401(k)
AND
SAVINGS PLAN
By:
/s/ Allen C.
Holmes
Name: Allen
C.
Holmes
Title:
Chairman
of
the Benefits
Administrative
Committee
(On
behalf of the Lyondell Chemical Company 401(k) and Savings Plan)
SIGNATURES
Pursuant
to the requirements of the
Securities Act of 1933, the trustees (or other persons who administer the
Millennium Savings and Investment Plan) certify that they have reasonable
grounds to believe that they have met all of the requirements for filing
on Form
S-8 and have duly caused the Post-Effective Amendment No. 1 to Registration
No.
333-120877 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas, on December 20, 2007.
MILLENNIUM
SAVINGS AND INVESTMENT PLAN
By:
/s/ Allen C.
Holmes
Name: Allen
C.
Holmes
Title:
Chairman
of
the Benefits
Administrative
Committee
(On
behalf of the Millennium Savings and Investment Plan)
SIGNATURES
Pursuant
to the requirements of the
Securities Act of 1933, the trustees (or other persons who administer the
Equistar Chemicals, LP Savings and Investment Plan and the Equistar Chemicals,
LP Savings and Investment Plan for Hourly Represented Employees) certify
that
they have reasonable grounds to believe that they have met all of the
requirements for filing on Form S-8 and have duly caused the Post-Effective
Amendment No. 1 to Registration No. 333-125087 on Form S-8 to be signed on
its
behalf by the undersigned, thereunto duly authorized, in Houston, Texas,
on
December 20, 2007.
EQUISTAR
CHEMICALS, LP SAVINGS AND
INVESTMENT
PLAN
By:
/s/ Allen C.
Holmes
Name: Allen
C.
Holmes
Title:
Chairman
of
the Benefits
Administrative
Committee
(On
behalf of the Equistar Chemicals, LP Savings and Investment Plan)
EQUISTAR
CHEMICALS, LP SAVINGS AND
INVESTMENT
PLAN FOR HOURLY
REPRESENTED
EMPLOYEES
By:
/s/ Allen C.
Holmes
Name: Allen
C.
Holmes
Title:
Chairman
of
the Benefits
Administrative
Committee
(On
behalf of the Equistar Chemicals, LP Savings and Investment Plan for Represented
Employees)