SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
September 15, 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: 384,388
Response to Question 8: 0
Response to Question 9: 384,388
Response to Question 10: 0
Response to Question 11: 384,388
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: less than 1%
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 were
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.
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
owned.
Under the terms of the Notes, the exchange
rate of 0.9904 shares of Lyondell Common Stock
per Note was based on the maturity price of
$24.9906 per share of Lyondell Common Stock,
which was equal to the average closing price per
share of Lyondell Common Stock on the New York
Stock Exchange over the 20 trading days ending
September 12, 1997.
The Notes were structured so that ARCO would
retain the first 12% in stock price appreciation
above the $24.75 issue price. Since the maturity
price was, in fact, higher than the issue price,
ARCO has retained a small shareholding in Lyondell
totaling 384,388 shares* of Lyondell Common Stock,
which ARCO intends to sell from time to time as it
deems appropriate.
ARCO expects to realize an after-tax gain of
approximately $300 million following the exchange.
____________
* Represents number of shares retained after
delivering to the Trustee a sufficient number
of shares to cover fractional shares to be sold
in order to deliver the appropriate number of
shares to the beneficial holders of the notes.
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/ ALLAN L. COMSTOCK
By_____________________________
Allan L. Comstock
Vice President and Controller
Dated: September 15, 1997
Page 4 of 7 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
September 15, 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
September 15, 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
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
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Principal Occupation
Name or 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 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 13849 Weddington Street Retired Chairman
Sherman Oaks, CA 91401 and Chief Execu-
tive Officer, 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
Page 6 of 7 Pages
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Principal
Occupation
Name Business Address or Employment
- -------------- ---------------------------- ---------------
H. H. Gray University of Chicago President
Department of History Emeritus and
1126 E. 59th Street Professor of
Chicago, IL 60637 History
K. Kresa Northrop Grumman Corporation Chairman,
1840 Century Park East President and
Los Angeles, CA 90067 Chief Executive
Officer
D. T. McLaughlin The Gallery Former
Suite 203 President and
46 Newport Road Chief Executive
New London, NH 03257 Officer of The
Aspen Institute
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
