SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
LYONDELL PETROCHEMICAL COMPANY
------------------------------
(Name of Issuer)
Common Stock, par value $1 per share
------------------------------------
(Title of Class of Securities)
552078 10 7
-------------
(CUSIP Number)
John R. Lucas, Jr., Esq.
Associate General Counsel
Atlantic Richfield Company
515 South Flower Street
Los Angeles, CA 90071
(213) 486-0927
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1997
-------------------------------------------------------
(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 7 Pages
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CUSIP No. 552078 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 11 shares owned by certain
executive officers of ARCO
[see Schedule I attached hereto]
Response to Question 13: 49.90%
Response to Question 14: CO
Page 2 of 7 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:
Exchangeable Notes due September 15, 1997:
On August 8, 1994, ARCO issued $988 million
of three year Exchangeable Notes due September
15, 1997, each Note priced at $24.75 and
carrying a 9.0% annual coupon. The Exchangeable
Notes are exchangeable by ARCO at maturity into
shares of Lyondell Common Stock at a price
determined in accordance with the terms of the
Notes or, at ARCO's option, for cash with an
equal value. ARCO's decision to settle for cash
or shares must be made on or before August 1, 1997.
On March 24, 1997, ARCO announced its
present intention to settle all its 9%
Exchangeable Notes due September 15, 1997 with
Lyondell Petrochemical Company stock currently
owned by ARCO. ARCO noted that its decision
could still be affected by a material change in
market conditions. If market conditions
remained unchanged, ARCO would expect to realize
a gain in excess of $300 million upon the
exchange of its shares of Lyondell stock.
Page 3 of 7 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
/s/ MARIE L. KNOWLES
By_____________________________
Marie L. Knowles
Executive Vice President
and Chief Financial Officer
Dated: March 24, 1997
Page 4 of 7 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 February 1, 1997, 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 February 1,
1997, certain of the executive officers own Common Stock of Lyondell
Petrochemical 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)
Principal Occupation
Name or Employment
---- ----------------------------
M. R. Bowlin Chairman, Chief Executive
Officer and President
A. G. Fernandes Executive Vice President
and Director
M. L. Knowles Executive Vice President,
Chief Financial Officer
and Director
W. E. Wade, Jr. Executive Vice President
and Director
H. L. Bilhartz Senior Vice President
J. B. Cheatham IV Senior Vice President
T. G. Dallas Senior Vice President
and Treasurer
K. R. Dickerson Senior Vice President
J. H. Kelly Senior Vice President
Page 5 of 7 Pages
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Principal Occupation
Name or Employment
---- -------------------------
S. R. Mut Senior Vice President
W. C. Rusnack(a) Senior Vice President
J. K. Thompson(b) Senior Vice President
B. G. Whitmore Senior Vice President,
General Counsel and
Corporate Secretary
A. L. Comstock Vice President and
Controller
________________
(a) Mr. Rusnack owns one share of Lyondell Common Stock owned
jointly with his spouse.
(b) Mr. Thompson owns ten shares of Lyondell Common Stock.
Table II. Other Directors (who are not Executive Officers of ARCO)
Principal
Occupation
Name Business Address or Employment
- ---- --------------------------- ---------------
F. D. Boren Sustainable Conservation President
45 Belden Place - 3rd Floor
San Francisco, CA 94104
L. M. Cook Atlantic Richfield Company Retired Chairman
515 S. Flower Street and Chief Execu-
Suite 5091 tive Officer,
Los Angeles, CA 90071 ARCO
R. H. Deihl 17101 Via Barranca del Zorro Former Chairman,
P.O. Box 8322 H.F. Ahmanson &
Rancho Santa Fe, CA 92067 Company
J. Gavin 2100 Century Park West Chairman, Gamma
No. 10263 Services
Los Angeles, CA 90067 International
H. H. Gray University of Chicago President
Department of History Emeritus and
1126 E. 59th Street Professor of
Chicago, IL 60637 History
Page 6 of 7 Pages
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Principal
Occupation
Name Business Address or Employment
- ---- ------------------------- -----------------
P. M. Hawley 400 S. Hope Street Former Chairman
Suite 1900 and Chief Execu-
Los Angeles, CA 90071 tive Officer,
Carter Hawley
Hale Stores, Inc.
K. Kresa Northrop Grumman Corporation Chairman,
1840 Century Park East President and
Los Angeles, CA 90067 Chief Executive
Officer
D. T. McLaughlin The Aspen Institute President and
Carmichael Road Chief Executive
Queenstown, MD 21658 Officer
J. B. Slaughter Occidental College President
1600 Campus Road
Los Angeles, CA 90041
H. Wendt c/o Quivira Vineyards Former Chairman
4900 West Dry Creek Road SmithKline,
Healdsburg, CA 95448-9721 Beecham
Page 7 of 7 Pages
