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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 1994
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(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 13 Pages
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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 13 Pages
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Item 4. Purpose of the Transaction.
- ------------------------------------
Item 4 is hereby amended by adding the following paragraph at the end thereof:
Filing of Registration Statement on Form S-3:
On May 5, 1994, ARCO filed a Registration Statement on Form S-3
(No. 33-53481) (the "ARCO S-3") relating to the registration of up to
39,921,400 ___% Exchangeable Notes due 199 , having an expected maturity of
three to four years. Upon maturity, the Exchangeable Notes will be payable,
at ARCO's option, in shares of Lyondell Common Stock or cash. ARCO stated
in the ARCO S-3 that, upon issuance of the Notes, it intended to cause to
resign the five ARCO officers who currently serve on Lyondell's eleven-
member Board of Directors. ARCO also described its current intent with
respect to the voting of its shares of Lyondell Common Stock and certain
other limitations in respect of its rights as a stockholder of Lyondell.
See Item 6 for a description of the terms of the Exchangeable Notes,
related agreements and ARCO's intentions in respect of voting its Lyondell
Common Stock.
Item 6. Contracts, Arrangements, Understandings or
- ---------------------------------------------------
Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended by deleting the second and third paragraphs thereunder,
and by adding the following paragraphs in lieu thereof.
Terms of the Exchangeable Notes and Related Agreements:
Following are summaries of certain agreements and documents related to
the offering of the Exchangeable Notes. These summaries are qualified in
their entirety by the agreements and documents, which are filed as exhibits
hereto and incorporated herein by reference. All capitalized terms herein
have the meaning set forth in the applicable agreement or document.
The Exchangeable Notes will be issued under the Indenture dated as of
January 1, 1992, between ARCO and The Bank of New York, as trustee, as
supplemented by a
Page 3 of 13 Pages
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First Supplemental Indenture dated as of May 1, 1994, between ARCO and The
Bank of New York, as trustee (the "Trustee") (as supplemented from time to
time, the "Indenture"). The Exchangeable Notes will be unsecured and will
rank on a parity with all other unsecured and unsubordinated indebtedness
of ARCO. Each Exchangeable Note, which will be issued with a principal
amount of $___, will bear interest at the annual rate of ___% of the
principal amount per annum from ___________, 1994, or from the most recent
Interest Payment Date to which interest has been paid or provided for until
the principal amount thereof exchanged at Maturity pursuant to the terms of
the Exchangeable Notes. Interest on the Exchangeable Notes will be payable
quarterly.
At Maturity, the principal amount of each Exchangeable Note will be
exchanged, at ARCO's option, into a number of shares of Lyondell Common
Stock at the Exchange Rate (as defined below) or cash with an equal value.
Accordingly, holders of the Exchangeable Notes will not necessarily receive
an amount equal to the principal amount thereof. The "Exchange Rate" is
equal to, subject to adjustment as a result of certain dilution events, (a)
if the Maturity Price (as defined below) per share of Lyondell Common Stock
is greater than or equal to $____ per share of Lyondell Common Stock (the
"Threshold Appreciation Price"), _____ shares of Lyondell Common Stock per
Exchangeable Note, (b) if the Maturity Price is less than the Threshold
Appreciation Price but is greater than the Initial Price, a fractional
share of Lyondell Common Stock per Exchangeable Note so that the value
thereof (determined at the Maturity Price) is equal to the Initial Price
and (c) if the Maturity Price is less than or equal to the Initial Price,
one share of Lyondell Common Stock per Exchangeable Note. No fractional
shares of Lyondell Common Stock will be issued at Maturity. The amount
that holders of the Exchangeable Notes are entitled to receive upon the
mandatory exchange at Maturity is subject to adjustment for certain
dilution events arising from stock splits and combinations, stock dividends
and certain other actions of Lyondell that modify its capital structure.
However, the amount to be received by Note holders upon exchange at
Maturity will not be adjusted for other events, such as offerings of
Lyondell Common Stock for cash or in connection with acquisitions, that may
adversely affect the price of the Lyondell Common Stock and, because of the
relationship of such amount to be received upon exchange to the price of
Lyondell Common Stock, such other events may adversely affect the trading
price of the Exchangeable Notes. Notwithstanding the foregoing, ARCO may,
at its option in lieu of delivering shares of Lyondell Common Stock,
deliver cash in an amount equal to the value
Page 4 of 13 Pages
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of such number of shares of Lyondell Common Stock at the Maturity Price. On
or prior to Maturity, ARCO will notify The Depository Trust Company and the
Trustee and publish a notice in a daily newspaper of national circulation
stating whether the principal amount of each Exchangeable Note will be
exchanged for shares of Lyondell Common Stock or cash. If ARCO elects to
deliver shares of Lyondell Common Stock, holders of the Exchangeable Notes
will be responsible for the payment of any and all brokerage costs upon the
subsequent sale of such stock.
The "Maturity Price" is defined as the average Closing Price per share of
Lyondell Common Stock on the 20 Trading Days immediately prior to Maturity.
The "Closing Price" of any security on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported
sale price) of such security on the NYSE on such date or, if such security
is not listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange
on which such security is so listed, or if such security is not so listed
on a United States national or regional securities exchange, as reported by
the National Association of Securities Dealers, Inc. Automated Quotation
System, or, if such security is not so reported, the last quoted bid price
for such security in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or, if such bid price is
not available, the market value of such security on such date as determined
by a nationally recognized independent investment banking firm retained for
this purpose by ARCO. A "Trading Day" is defined as a Business Day on
which the security the Closing Price of which is being determined (A) is
not suspended from trading on any national or regional securities exchange
or association or over-the-counter market at the close of business and (B)
has traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of such security. "Business Day" means any day that is not a
Saturday, a Sunday or a day on which the NYSE, banking institutions or
trust companies in The City of New York are authorized or obligated by law
or executive order to close.
The Indenture does not contain any restriction on the ability of ARCO to
sell, pledge or otherwise convey all or any portion of the Lyondell Common
Stock held by it, and no such shares of Lyondell Common Stock will be
pledged or otherwise held in escrow for use at Maturity of the Exchangeable
Notes. Consequently, in the event of a bankruptcy, insolvency or
liquidation of ARCO, the Lyondell Common Stock, if any, owned by ARCO will
be subject to the
Page 5 of 13 Pages
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claims of the creditors of ARCO. In addition, as described herein, ARCO
will have the option, exercisable in its sole discretion, to satisfy its
obligations pursuant to the mandatory exchange for the principal amount of
each Exchangeable Note at Maturity by delivering to holders of the
Exchangeable Notes either the specified number of shares of Lyondell Common
Stock or cash in an amount equal to the value of such number of shares at
the Maturity Price. In the event of such a sale, pledge or conveyance, a
holder of the Exchangeable Notes may be more likely to receive cash in lieu
of Lyondell Common Stock. As a result, there can be no assurance that ARCO
will elect at Maturity to deliver Lyondell Common Stock or, if it so
elects, that it will use all or any portion of its current holdings of
Lyondell Common Stock to make such delivery. Consequently, holders of the
Exchangeable Notes will not be entitled to any rights with respect to the
Lyondell Common Stock (including without limitation voting rights and
rights to receive any dividends or other distributions in respect thereof)
until such time, if any, as ARCO shall have delivered shares of Lyondell
Common Stock to holders of the Exchangeable Notes at Maturity thereof.
Following consummation of the offering of the Exchangeable Notes, ARCO
has advised Lyondell that it intends to cause to resign the five ARCO
officers who currently serve on Lyondell's eleven-member Board of
Directors; however, ARCO will retain the right to nominate and vote for
candidates for Lyondell's Board of Directors. ARCO has also stated that it
currently intends, but is not committed pursuant to an agreement or
otherwise, to vote its shares of Lyondell Common Stock proportionately to
the votes of the non-ARCO stockholders, including with respect to the
election of directors; provided, that in the event a person other than ARCO
is deemed to own more than 10 percent of the Lyondell Common Stock within
the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and there occurs a contested proxy solicitation within the
meaning of Rule 14a-11(a) of the Exchange Act, ARCO intends to vote its
shares as it deems appropriate.
ARCO and Lyondell will enter into a registration rights agreement
("Registration Rights Agreement") in connection with the offering of the
Exchangeable Notes. ARCO will agree thereunder that it will not, without
the prior approval of Lyondell's Board of Directors, prior to the maturity
of the Exchangeable Notes, (i) initiate or solicit proposals by a single
entity or a group of affiliated entities to acquire all or substantially
all of ARCO's Lyondell Common Stock or otherwise to acquire Lyondell, (ii)
take action by written consent in lieu of a meeting of
Lyondell's stockholders or cause to be called any special
Page 6 of 13 Pages
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meeting of Lyondell's stockholders, (iii) initiate or propose, or solicit
proxies in respect of, stockholder proposals with respect to Lyondell, or
(iv) solicit proxies or written consents in respect of replacing or adding
members of the Lyondell Board of Directors. ARCO will not be precluded from
(i) participating in any self tender offer or exchange offer or open market
purchase program which may be conducted by Lyondell, (ii) voting its shares
of Lyondell Common Stock as it deems proper, or (iii) disclosing (including
in response to private inquiries) either its intentions concerning matters
to be brought before Lyondell's stockholders or to make such disclosure as
ARCO determines appropriate in compliance with its obligations under the
federal securities laws.
Under the terms and conditions of the Registration Rights Agreement, ARCO
will also agree that at any time prior to one year following the maturity
date of the Exchangeable Notes, it will not, without the prior approval of
Lyondell's Board of Directors or except upon exchange of the Exchangeable
Notes as contemplated by the prospectus for the Exchangeable Notes, dispose
of (or enter into an agreement contemplating the disposition of) all or any
portion of its Lyondell Common Stock in a private sale to a single entity
or a group of affiliated entities; provided, that this agreement will not
restrict ARCO from selling all or any portion of its Lyondell Common Stock
(i) in a public offering intended to result in widespread distribution;
(ii) in a Rule 144 transaction under the Securities Act in accordance with
the volume limitations set forth therein; (iii) in a Rule 144A transaction
intended to result in widespread distribution to institutional buyers; or
(iv) pursuant to a tender offer or exchange offer by Lyondell or a third
party or a merger or other business combination including Lyondell that is
not solicited by ARCO and in which ARCO is treated on substantially
comparable terms with other holders of Lyondell Common Stock.
Pursuant to the Registration Rights Agreement, ARCO will have the right
to require Lyondell to use its best efforts to file up to three
registration statements under the Securities Act covering ARCO's shares of
Lyondell Common Stock. ARCO will also have the right, if Lyondell files a
registration statement, to require Lyondell to register ARCO's shares of
Lyondell Common Stock for sale under the Securities Act on such
registration statement. If the exercise by ARCO of such "piggyback
registration rights" would result in the registration of a number of shares
of Lyondell Common Stock that, in the judgment of the managing underwriter
for the proposed offering, exceeds the number which can be sold in the
offering, the number of shares
Page 7 of 13 Pages
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that ARCO initially intended to register will be reduced. ARCO will pay all
costs and expenses relating to the exercise of ARCO's "demand" registration
rights. In the event of a "demand" registration, ARCO and Lyondell will
indemnify the underwriters of the offering for certain liabilities,
including liabilities under the Securities Act in connection with any such
registration, except that in the event that ARCO owns less than 20 percent
of the Lyondell Common Stock, Lyondell will indemnify both ARCO and the
underwriters.
ARCO and Lyondell will enter into an Underwriting Agreement with the
Representatives of the Underwriters in connection with the offering of the
Exchangeable Notes. Pursuant to such agreement, ARCO and Lyondell will
indemnify the underwriters for certain liabilities under the Securities
Act.
ARCO has agreed to pay all costs and expenses incurred by Lyondell in
connection with Lyondell's Registration Statement on Form S-3 relating to
the Lyondell Common Stock deliverable upon Maturity of the Exchangeable
Notes and in connection with the offering of the Exchangeable Notes. In
addition, ARCO has agreed to reimburse Lyondell for certain defense costs
that may be incurred in respect of the Underwriting Agreement.
Other than the agreements described under this Item 6, 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. Materials to be Filed as Exhibits.
1. ARCO's Registration Statement on Form S-3 (No. 33-53481)
filed with the Commission on May 5, 1994, and incor-
porated herein by reference.
2. Form of Underwriting Agreement between ARCO, Lyondell and several
Underwriters, filed as Exhibit 1 to ARCO's Registration Statement on
Form S-3 (No. 33-53481), filed with the Commission on May 5, 1994, and
incorporated herein by reference.
3. Form of ___% Exchangeable Notes due ______, 199__, filed
as Exhibit 4.1 to ARCO's Registration Statement on
Form S-3 (No. 33-53481), filed with the Commission on
May 5, 1994, and incorporated herein by reference.
Page 8 of 13 Pages
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4. Indenture, dated as of January 1, 1992, between ARCO
and The Bank of New York, Trustee, relating to the
securities being registered, filed as Exhibit 4.3 to
ARCO's Registration Statement on Form S-3 (No. 33-44925),
filed with the Commission on January 6, 1992, and
incorporated herein by reference.
5. First Supplemental Indenture, dated as of May 1, 1994,
between ARCO and The Bank of New York, as Trustee, filed
as Exhibit 4.2(b) to ARCO's Registration Statement on
Form S-3 (No. 33-53481), filed with the Commission on
May 5, 1994, and incorporated herein by reference.
6. Form of Registration Rights Agreement between ARCO and
Lyondell, filed as Exhibit 10 to ARCO's Registration
Statement on Form S-3 (No. 33-53481), filed with the
Commission on May 5, 1994, and incorporated herein by
reference.
Page 9 of 13 Pages
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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.
ATLANTIC RICHFIELD COMPANY
By /s/ RONALD J. ARNAULT
----------------------------
Ronald J. Arnault
Executive Vice President
and Chief Financial Officer
Dated: May 5, 1994
Page 10 of 13 Pages
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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 May 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 May 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
E. K. Damon, Jr.(c) Senior Vice President
K. R. Dickerson Senior Vice President
M. W. Downey Senior Vice President
</TABLE>
Page 11 of 13 Pages
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<TABLE>
<CAPTION>
Principal Occupation
Name or Employment
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<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(d) Senior Vice President
M. E. Wiley Senior Vice President
A. L. Comstock Vice President and
Controller
T. G. Dallas Vice President and
Treasurer
</TABLE>
________________
(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) Mr. Damon purchased on the open market 500 shares
on October 16, 1989 at a price of $18.55 per share.
(d) Mr. Rusnack purchased on the open market 301 shares
on March 23, 1989 at a price of $29 per share.
Table II. Other Directors (who are not Executive Officers of ARCO)
<TABLE>
<CAPTION>
Principal
Occupation
Name Business Address or Employment
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<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
J. Gavin Gamma Services International Chairman of
(international consulting the Board
services)
550 S. Hope St., Suite 1950
Los Angeles, CA 90072
</TABLE>
Page 12 of 13 Pages
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<TABLE>
<CAPTION>
Principal
Occupation
Name Business Address or Employment
- ---- ---------------- -------------
<S> <C> <C>
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>
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