UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the
Securities Exchange Act of 1934
(Amendment No. 6)
Lyondell Chemical Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
552078
(CUSIP Number)
Donald
P. de Brier, Esq.
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
(310)
208-8800
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2007
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: 
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CUSIP No. 552078
|
1. |
NAME OF
REPORTING PERSONS: Occidental Petroleum Corporation |
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF
GROUP |
|
3. |
SEC USE ONLY |
|
4. |
SOURCE OF
FUNDS |
|
5. |
(CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. |
SOLE VOTING
POWER | |
|
8. |
SHARED VOTING
POWER | |
|
9. |
SOLE
DISPOSITIVE POWER | |
|
10. |
SHARED
DISPOSITIVE POWER |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
12. |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
13. |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
14. |
TYPE OF
REPORTING PERSON |
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CUSIP No. 552078
|
1. |
NAME OF
REPORTING PERSONS: Occidental Petroleum Investment Co. |
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF
GROUP |
|
3. |
SEC USE ONLY |
|
4. |
SOURCE OF
FUNDS |
|
5. |
(CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. |
SOLE VOTING
POWER | |
|
8. |
SHARED VOTING
POWER | |
|
9. |
SOLE
DISPOSITIVE POWER | |
|
10. |
SHARED
DISPOSITIVE POWER |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
12. |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
13. |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
14. |
TYPE OF
REPORTING PERSON |
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CUSIP No. 552078
|
1. |
NAME OF
REPORTING PERSONS: Occidental Chemical Holding Corporation |
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF
GROUP |
|
3. |
SEC USE ONLY |
|
4. |
SOURCE OF
FUNDS |
|
5. |
(CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. |
SOLE VOTING
POWER | |
|
8. |
SHARED VOTING
POWER | |
|
9. |
SOLE
DISPOSITIVE POWER | |
|
10. |
SHARED
DISPOSITIVE POWER |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
12. |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
13. |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
14. |
TYPE OF
REPORTING PERSON |
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AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 (this “Amendment”) amends the Schedule 13D previously filed by Occidental Petroleum Corporation, a Delaware corporation (“Occidental”), Occidental Petroleum Investment Co., a California corporation (“OPIC”), and Occidental Chemical Holding Corporation, a California corporation (“OCHC” and, together with Occidental and OPIC, the “Reporting Persons”), with respect to the Reporting Persons’ beneficial ownership in Lyondell Chemical Company (“Lyondell”). This Amendment is being filed to disclose a change in Item 5 to the previously filed Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended as follows:
As described in Item 5(c), Occidental received 682,210 shares of common stock, par value $1.00 per share (“Common Stock”), of Lyondell pursuant to the exercise of the Warrant (as defined in Item 5(c) below).
Other than as set forth in this Schedule 13D, Occidental currently has no plans that relate to, or would result in, any of the actions listed in clauses (a) through (j) of Item 4 of Schedule 13D. However, Occidental regularly reviews and analyzes its investments and other operations, including its investments in Lyondell, in order to determine whether value for Occidental’s stockholders is best served by holding those investments, increasing, disposing of, or monetizing those investments, or recapitalizing or otherwise restructuring those investments. With respect to the Lyondell investment, these reviews and analyses depend on a variety of factors, including, without limitation, the price of, and other market conditions relating to, the Lyondell Common Stock, the investment return on the shares of Lyondell Common Stock owned by Reporting Persons, Lyondell’s business and prospects, other investment and business opportunities available to Occidental, general stock market and economic conditions, tax considerations, and other factors deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended as follows:
(a)-(b) OCHC directly owns 20,990,070 shares of Common Stock, representing approximately 8.5% of the issued and outstanding shares of Common Stock.
As the sole stockholder of OCHC, OPIC may be deemed to be the beneficial owner of, and for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to have the shared power to vote or direct the vote of and shared power to dispose or direct the disposition of, the 20,990,070 shares of Common Stock held by OCHC.
As the sole stockholder of OPIC, Occidental may be deemed to be the beneficial owner of, and for purposes of Rule 13d-3 under the Exchange Act, to have the shared power to vote or direct the vote of and shared power to dispose or direct the disposition of, the 20,990,070 shares of Common Stock held by OCHC.
(c) On February 2, 2007, OCHC exercised a warrant (the “Warrant”) dated August 26, 2002, to purchase 5,000,000 shares of Common Stock, as previously described in the Schedule 13D filed with the Securities and Exchange Commission on September 3, 2002. The Warrant was included as Exhibit 3 thereto. Lyondell elected to settle the exercise of the Warrant by making a Net Payment (as defined in the
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Warrant) of 682,210 shares of Common Stock, and delivered evidence of the issuance of such shares to OCHC on February 2, 2007. The number of shares of Common Stock was determined, pursuant to the terms of the Warrant, by averaging the high and low per share sales prices of the Common Stock reported on the New York Stock Exchange on Friday, January 26, 2007, the date OCHC delivered its exercise notice to Lyondell.
Accordingly, as a result of the exercise of the Warrant, the beneficial ownership of the Reporting Persons of the issued and outstanding Common Stock was reduced to approximately 8.5%, down from the previously reported 10.0%.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1 |
Agreement Pursuant to Rule 13d-1(k) |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2007
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OCCIDENTAL PETROLEUM CORPORATION |
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By: |
/s/ JIM A. LEONARD |
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Name: |
Jim A. Leonard |
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Title: |
Vice President, Controller and Principal Accounting Officer |
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OCCIDENTAL PETROLEUM INVESTMENT CO. |
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By: |
/s/ JIM A. LEONARD |
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Name: |
Jim A. Leonard |
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Title: |
President |
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OCCIDENTAL CHEMICAL HOLDING CORPORATION |
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By: |
/s/ JIM A. LEONARD |
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Name: |
Jim A. Leonard |
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Title: |
Vice President |
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