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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(AMENDMENT NO. 1)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number: 1-12091
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MILLENNIUM CHEMICALS INC.
(Exact name of registrant as specified in its charter)
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Delaware 22-3436215
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 Wight Avenue, Suite 100
Hunt Valley, MD 21030
(Address of principal executive offices)
410-229-4400
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant is required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ].
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 65,379,892 shares of Common
Stock, par value $.01 per share, as of July 31, 2004, excluding 12,516,694
shares held by the registrant, its subsidiaries and certain Company trusts that
are not entitled to vote.
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Explanatory Note
This amendment is being filed solely to add Exhibit 10.1, which was
inadvertently omitted from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2004 filed with the Securities and Exchange Commission on
August 9, 2004.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
10.1 Fifth Amendment dated as of July 7, 2004 to the Credit Agreement
dated as of June 18, 2001 among Millennium America Inc., as
Borrower, Millennium Inorganic Chemicals Limited, as Borrower,
certain borrowing subsidiaries of Millennium Chemicals Inc. from
time to time party thereto, Millennium Chemicals Inc., as
Guarantor, the lenders from time to time party thereto, Bank of
America, N.A., as Syndication Agent and JP Morgan Chase Bank, as
Administrative Agent and as Collateral Agent.**
31.1 Certificate of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
31.2 Certificate of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
32.1 Certificate of Principal Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, in
accordance with Item 601(b)(32)(ii) of Regulation S-K, 17 CFR
229.601(b)(32)(ii)).*
32.2 Certificate of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, in
accordance with Item 601(b)(32)(ii) of Regulation S-K, 17 CFR
229.601(b)(32)(ii)).*
* Incorporated by reference in the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004 filed with the Securities and
Exchange Commission on August 9, 2004.
** Filed or furnished herewith.
(b) Reports on Form 8-K.
Current Reports on Form 8-K dated May 17, 2004, May 18, 2004, July 29, 2004 and
August 9, 2004 were filed or furnished during the quarter ended June 30, 2004
and through the date hereof. Such Current Reports either filed or furnished
information to the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MILLENNIUM CHEMICALS INC.
Date: August 11, 2004 By: /s/ JOHN E. LUSHEFSKI
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John E. Lushefski
Executive Vice President and
Chief Financial Officer
(as duly authorized officer and
principal financial officer)
Exhibit Index
Exhibit
Number Description of Document
10.1 Fifth Amendment dated as of July 7, 2004 to the Credit Agreement dated
as of June 18, 2001 among Millennium America Inc., as Borrower,
Millennium Inorganic Chemicals Limited, as Borrower, certain borrowing
subsidiaries of Millennium Chemicals Inc. from time to time party
thereto, Millennium Chemicals Inc., as Guarantor, the lenders from
time to time party thereto, Bank of America, N.A., as Syndication
Agent and JP Morgan Chase Bank, as Administrative Agent and as
Collateral Agent.