SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
July 28, 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
<PAGE>
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.
On July 28, 1997, ARCO finalized its decision
to settle all of the Exchangeable Notes with
Lyondell Petrochemical Company stock it currently
owns and stated that it expected to realize a gain
of approximately $300 million upon the exchange.
Recently, Lyondell Common Stock has traded
close to the issue price of the Notes ($24.75).
The Notes were structured such that ARCO retains
approximately the first 12% in stock price
appreciation above the issue price. Therefore, if
the final pricing of the stock settlement exceeds
$24.75, ARCO will retain a small stockholding,
which it plans to sell at such times and in the
manner deemed in the best interest of the Company.
Page 3 of 7 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/ ALLAN L. COMSTOCK
By_____________________________
Allan L. Comstock
Vice President and Controller
Dated: July 29, 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 July 28, 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 July 28, 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
or
Name 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
M. E. Wiley 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
M. L. Hazelwood Senior Vice President
J. H. Kelly Senior Vice President
Page 5 of 7 Pages
<PAGE>
Principal Occupation
or
Name Employment
---- --------------------
S. R. Mut Senior Vice President
W. C. Rusnack(a) Senior Vice President
J. M. Slater Senior Vice President
J. K. Thompson(b) Senior Vice President
D. R. Voelte, Jr. 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 Officer 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 Executive
Suite 5091 Officer, ARCO
Los Angeles, CA 90071
R. H. Deihl 17101 Via Barranca del Zorro Former Chairman,
P.O. Box 8322 H.F. Ahmanson & Company
Rancho Santa Fe, CA 92067
J. Gavin 2100 Century Park West Chairman, Gamma Services
No. 10263 International
Los Angeles, CA 90067
Page 6 of 7 Pages
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Principal
Occupation
Name Business Address or Employment
- ---- ---------------- -------------
H. H. Gray University of Chicago President Emeritus
Department of History and Professor of
1126 E. 59th Street History
Chicago, IL 60637
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
P.O. Box 222 Officer
Queenstown, MD 21658
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)
