SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
LYONDELL PETROCHEMICAL COMPANY
------------------------------------------
(Name of Issuer)
Common Stock, par value $1 per share
---------------------------------------------
(Title of Class of Securities)
552078 10 7
---------------------------------------------
(CUSIP Number)
Diane A. Ward, Esq.
Senior Counsel - Securities & Finance
Atlantic Richfield Company
515 South Flower Street, Los Angeles, CA 90071
(213) 486-2808
-----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 1994
-----------------------------------------------
(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
which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with
the statement [ ]. (A fee is not required only if
the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than
five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than
five percent of such claim. (See Rule 13d-7).
Page 1 of 10 Pages
<PAGE>
CUSIP No. 552978 10 7
Response to Question 1: Atlantic Richfield Company
23-0371610 (IRS Employer
Identification Number)
Response to Question 2: Not Applicable
Response to Question 3: SEC USE ONLY
Response to Question 4: WC
Response to Question 5: Not Applicable
Response to Question 6: Delaware
Response to Question 7: 39,921,400
Response to Question 8: 0
Response to Question 9: 39,921,400
Response to Question 10: 0
Response to Question 11: 39,921,400
Response to Question 12: Does not include an aggregate of
3,801 shares owned by certain
executive officers and directors of
ARCO; [see Schedule I attached hereto]
Response to Question 13: 49.90%
Response to Question 14: CO
Page 2 of 10 Pages
<PAGE>
This Amendment No. 4 amends and restates the
statement on Schedule 13D dated March 15, 1989, as
amended through April 24, 1989, (the "Statement")
relating to the Common Stock of Lyondell
Petrochemical Company, a Delaware corporation
("Lyondell"), par value $1 per share ("Lyondell
Common Stock").
Item 1. Security and Issuer.
The principal executive office of Lyondell is 1221
McKinney Street, Suite 1600, Houston, TX 77010.
The Statement relates to the 39,921,400 shares of
Lyondell Common Stock currently owned by Atlantic
Richfield Company, a Delaware corporation ("ARCO").
Item 2. Identity and Background.
This statement is being filed by ARCO. The address
of the principal executive office of ARCO is 515
South Flower Street, Los Angeles, CA 90071.
The principal business of ARCO is the exploration,
development and production of petroleum and the
refining, transportation and marketing of petroleum
and petroleum products. ARCO is also engaged in the
production and marketing of petrochemicals and the
mining of coal.
Attached as Schedule I hereto and incorporated by
reference herein is a list of all executive officers
and directors of ARCO as of April 1, 1994. Schedule
I also sets forth the address, principal occupation
or employment and citizenship of each person listed
therein.
During the last five years, neither ARCO nor, to the
best of ARCO's knowledge, any of the persons listed
on Schedule I hereto, (i) has been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) has been a party to a
civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations
of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
During the period March 9, 1989 to April 24, 1989,
ARCO purchased in open market transactions an
aggregate of 2,976,400 shares of Lyondell Common
Stock for cash in the aggregate amount of
approximately $87,138,125 excluding commissions,
derived from its general corporate funds.
Page 3 of 10 Pages
<PAGE>
Item 4. Purpose of the Transaction.
Background
In April 1985, as part of its 1985 restructuring,
ARCO established the Lyondell Petrochemical Company
Division (the "Lyondell Division") by the
combination of the operations of ARCO's Channelview,
Texas petrochemical complex, consisting of two large
olefins plants, a methanol plant and other
petrochemical processing units, and its Houston Refinery.
Effective July 1, 1988, ARCO transferred to Lyondell
Petrochemical Company, a then wholly owned
subsidiary of ARCO incorporated in 1985,
substantially all the assets and liabilities of the
integrated petrochemical and petroleum processing
business of the Lyondell Division. References to
"Lyondell" refer to the Lyondell Petrochemical
Company, an affiliate of ARCO, or the Lyondell
Division, as the context requires. In exchange for
the transfer of such assets and liabilities,
Lyondell issued to ARCO additional shares of its
common stock. At December 31, 1988, ARCO owned 80
million shares, which represented all of the issued
and outstanding Lyondell Common Stock. On January
25, 1989, ARCO sold in an initial public offering 43
million shares of Lyondell Common Stock for net
proceeds to ARCO of $1,217 million (before deducting
estimated expenses of $2 million), thereby
decreasing ARCO's percentage ownership to 46.25 percent.
Of the 43 million shares sold, 3 million were sold as
a result of the exercise by the underwriters of their
over-allotment option. Such over-allotment option
was requested by the under-writers as part of their
marketing effort for the initial public offering.
Accordingly, ARCO stated in the final prospectus
dated January 18, 1989 its intentions in the event
the under-writers did exercise any part of their over-
allotment option:
ARCO intends to maintain ownership of just
under 50% of Lyondell's Common Stock and
thereby benefit from Lyondell's future
performance. Accordingly, if the over-
allotment options are exercised, ARCO intends,
following the consummation of the Offerings and
after the distribution of the shares of Common
Stock offered thereunder has been completed, to
repurchase shares of Common Stock from time to
time in the open market in accordance with
applicable laws. However, there can be no
assurances that ARCO will effect such
repurchase.
In accordance with these statements of its
intention, beginning on March 9, 1989, ARCO
commenced purchasing shares of Lyondell Common Stock
on the open market through brokerage transactions,
and terminated such purchases on April 24, 1989.
See Item 3.
Page 4 of 10 Pages
<PAGE>
On September 28, 1990, ARCO sold 5,000 shares on the
open market for an aggregate price of $76,875
(excluding brokerage commissions) and the amount
owned became 39,971,400, as reported in its Report
on Form 4 dated October 8, 1990.
On June 3, 4 and 5, 1992, ARCO sold 50,000 shares on
the open market for an aggregate price of $1,118,501
(excluding brokerage commissions) and the amount
owned became 39,921,400, as reported in its Report
on Form 4 dated June 22, 1992.
Since January, 1989, ARCO officers and directors
have never constituted a majority of the Board of
Directors of Lyondell, nor, beginning in 1989, has
Lyondell been included as a consolidated subsidiary
in ARCO's financial statements; however, for certain
securities laws purposes, ARCO could be deemed to be
a "control" person or an "affiliate" of Lyondell.
Current Intent
ARCO's management intends continuously to review all
aspects of its investment in Lyondell. ARCO's
management is currently considering the issuance of
debt securities exchangeable upon maturity, at ARCO's
option, into Lyondell Common Stock or cash; however,
there can be no assurances that any such securities
will be issued. The implementation of any
transaction relating to ARCO's investment in
Lyondell's Common Stock will depend upon the market
price of Lyondell Common Stock, conditions in the
securities markets generally, prospects for ARCO's
own business, the approval of ARCO's Board of
Directors, and other future developments.
Item 5. Interest in Securities of the Issuer.
On April 14, 1994, ARCO beneficially owned an
aggregate of 39,921,400 shares of Lyondell Common
Stock (approximately 49.90% of the 80,000,000 shares
of Lyondell Common Stock outstanding on such date).
There have been no transactions in the shares of
Lyondell Common Stock by ARCO during the past 60
days. To the best knowledge of ARCO, there have been
no transactions in shares of Lyondell Common Stock
during the past 60 days by the persons
listed in Schedule I hereto (other than as set forth
therein). ARCO does not have voting power or
investment power with respect to such shares owned
by its executive officers and directors, and
expressly disclaims beneficial ownership thereof.
Page 5 of 10 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
There was no agreement or understanding between ARCO
and Lyondell with respect to ARCO's purchase of
Lyondell Common Stock during March - April 1989.
Since January 1989, there has been no understanding
between ARCO and Lyondell with respect to ARCO's
intentions to purchase additional Lyondell Common Stock.
Lyondell has advised ARCO that it is submitting for
the approval of stockholders at its 1994 Annual Meeting
a proposal to amend its Certificate of Incorporation to
authorize the issuance of up to 80,000,000 shares of
preferred stock, $0.01 par value ("Preferred Stock").
If this amendment is approved by a majority of the
outstanding shares of Lyondell Common Stock, the
Board of Directors of Lyondell will be able to specify
the precise characteristics of the Preferred Stock.
ARCO has advised Lyondell's management that it currently
intends to vote its shares of Lyondell Common Stock in
favor of the amendment, as described in Lyondell's
Preliminary Proxy Statement.
Other than ARCO's intention continuously to review
its investment in Lyondell, as described
under Item 4, and ARCO's intent to vote in favor of
the authorization of Preferred Stock, as described
in the preceding paragraph, no arrangements or
understandings exist between ARCO (or, to the best
of ARCO's knowledge, any persons listed on Schedule
I hereto) and any other person with respect to any
securities of Lyondell.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 6 of 10 Pages
<PAGE>
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.
ATLANTIC RICHFIELD COMPANY
/s/RONALD J. ARNAULT
By_________________________
Ronald J. Arnault
Executive Vice President
and Chief Financial Officer
Dated: April 14, 1994
Page 7 of 10 Pages
<PAGE>
Schedule I
Executive Officers and Directors of ARCO
The name and principal occupation or employment of
each of the directors and executive officers of ARCO
are set forth below, together with certain other
information. As of April 1, 1994, the percentage of
shares of any class of equity securities of ARCO or
of Lyondell Petrochemical Company beneficially owned
by all directors and officers as a group did not
exceed 1% of the class so owned. As of April 1,
1994, certain of the directors and executive
officers own Common Stock of Lyondell Petro-chemical
Company, as described in the footnotes to Table I.
Unless otherwise noted, each individual has sole
voting and investment power. All directors and
officers listed below are citizens of the United
States. The address of each of the executive
officers of ARCO is 515 South Flower Street, Los
Angeles, California 90071.
Table I. Executive Officers (including Officers who
are also Directors)
<TABLE>
<CAPTION>
Principal Occupation
Name or Employment
____ ____________________
<S> <C>
L. M. Cook Chairman, Chief Executive
Officer and Director
M. R. Bowlin(a) President, Chief Operating
Officer and Director
R. J. Arnault Executive Vice President,
Chief Financial Officer
and Director
J. A. Middleton Executive Vice President
and Director
W. E. Wade, Jr.(b) Executive Vice President
and Director
H. L. Bilhartz Senior Vice President
C. Cooper(c) Senior Vice President
E. K. Damon, Jr.(d) Senior Vice President
K. R. Dickerson Senior Vice President
M. W. Downey Senior Vice President
Page 8 of 10 Pages
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Principal Occupation
Name or Employment
____ --------------------
<S> <C>
A. G. Fernandes Senior Vice President
M. L. Knowles Senior Vice President
F. X. McCormack Senior Vice President and
General Counsel
W. C. Rusnack(e) Senior Vice President
M. E. Wiley Senior Vice President
A. L. Comstock Vice President and Controller
T. G. Dallas Vice President and Treasurer
________________
(a) Mr. Bowlin purchased on the open market 2,000 shares
on January 27, 1994 at a price of $22 per share.
(b) Mr. Wade purchased on the open market 1,000 shares
on January 26, 1994 at a price of $22 per share.
(c) Miss Cooper purchased on the open market 500
share on January 24, 1989 at a price of $30.375 per
share and sold 500 shares on March 28, 1994 at a
price of $23.125. Miss Cooper resigned as a
director of Lyondell on July 19, 1993 and will
retire from ARCO effective May 1, 1994.
(d) Mr. Damon purchased on the open market 500 shares
on October 16, 1989 at a price of $18.55 per share.
(e) Mr. Rusnack purchased on the open market 301 shares
on March 23, 1989 at a price of $29 per share.
</TABLE>
Table II. Other Directors (who are not Executive
Officers of ARCO)
<TABLE>
<CAPTION>
Principal
Occupation
Name Business Address or Employment
____ ________________ _____________
<S> <C> <C>
F. D. Boren Sustainable Conservation President
45 Belden Place - 3rd Floor
San Francisco, CA 94104
R. H. Deihl H. F. Ahmanson & Co. Chairman of
(bank holding company) the Board
800 E. Colorado Blvd.
Suite 540
Pasadena, CA 91101
Page 9 of 10 Pages
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Principal
Occupation
Name Business Address or Employment
____ ________________ _____________
<S> <C> <C>
J. Gavin Gamma Services International Chairman of
(international consulting the Board
services)
550 S. Hope St., Suite 1950
Los Angeles, CA 90072
H. H. Gray University of Chicago President
1126 East 59th Street Emeritus and
Chicago, IL 60637 Professor of History
P. M. Hawley 444 S. Flower Street Former Chairman
Suite 2280 and Chief Execu-
Los Angeles, CA 90071 tive Officer of
Carter Hawley
Hale Stores, Inc.
W. F. Kieschnick 515 South Flower Street Retired President,
Los Angeles, CA 90071 ARCO
K. Kresa Northrop Corporation Chairman,
(aerospace) President and
1840 Century Park East Chief Executive
Los Angeles, CA 90067 Officer
D. T. McLaughlin The Aspen Institute President and
(not-for-profit institute) Chief Executive
Carmichael Road Officer
Queenstown, MD 21658
J. B. Slaughter Occidental College President
1600 Campus Road
Los Angeles, CA 90041
H. B. Waldron 20 Stanford Drive Former Chairman
Farmington, CT 06032 of the Board and
Chief Executive
Officer of Avon
Products, Inc.
H. Wendt SmithKline Beecham Chairman of the
(health care products) Board
One Franklin Plaza
16th & Race Streets
Philadelphia, PA 19101
</TABLE>
Page 10 of 10 Pages
<PAGE>
