8-K 1 d8k.txt FORM 8-K 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): August 21, 2002 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) Item 5. Other Events. Amendment to Description of Common Stock and Description of Rights to Purchase Common Stock. We hereby amend the discussion under the caption "Description of Registrant's Securities to be Registered" in our registration statement on Form 8-A filed December 6, 1988, and in our registration statement on Form 8-A filed December 12, 1995. The amended descriptions are set forth as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. 4.1 Amended and Restated Certificate of Incorporation of Lyondell Chemical Company filed with the Delaware Secretary of State on August 21, 2002 (filed herewith). 4.2 Amended and Restated By-laws of Lyondell Chemical Company (incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended December 31, 2001). 4.3 Rights Agreement, dated as of December 8, 1995, among Lyondell Chemical Company and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 1 to our Current Report on Form 8-K filed December 12, 1995). 4.4 Amendment to Rights Agreement dated as of August 22, 2002, between Lyondell Chemical Company and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed September 6, 2002). 4.5 Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 6, 2002). 99.1 Description of Capital Stock (filed herewith). SIGNATURE 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/ Kerry A. Galvin -------------------------------------------- Name: Kerry A. Galvin Title: Senior Vice President, General Counsel and Secretary Date: October 22, 2002 INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 4.1 Amended and Restated Certificate of Incorporation of Lyondell Chemical Company filed with the Delaware Secretary of State on August 21, 2002 (filed herewith). 4.2 Amended and Restated By-laws of Lyondell Chemical Company (incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended December 31, 2001). 4.3 Rights Agreement, dated as of December 8, 1995, among Lyondell Chemical Company and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 1 to our Current Report on Form 8-K filed December 12, 1995). 4.4 Amendment to Rights Agreement dated as of August 22, 2002, between Lyondell Chemical Company and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed September 6, 2002). 4.5 Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 6, 2002). 99.1 Description of Capital Stock (filed herewith).