<PAGE>
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
---------------------------
ARCO Chemical Company
(Exact name of Registrant as specified in its charter)
Delaware 51-0104393
- ----------------------------------------------------- ----------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3801 West Chester Pike, Newtown Square, Pennsylvania 19073-2387
- ----------------------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
ARCO CHEMICAL COMPANY
1990 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
--------------------------------------------------
Robert J. Millstone, Esq. Copy to: Kathy Habecker Gaddes, Esq.
Vice President, General Counsel and ARCO Chemical Company
Secretary 3801 West Chester Pike
ARCO Chemical Company Newtown Square, PA 19073-2387
3801 West Chester Pike (610) 359-3208
Newtown Square, PA 19073-2387
(610) 359-3255
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
====================================================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered* Offering Price Per Aggregate Offering Registration
Registered Share** Price** Fee
<S> <C> <C> <C> <C>
Common Stock, par 200,000 shares $ 48.3125 $9,662,500 $2,928.03
value $1.00 per share
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</TABLE>
* This Registration Statement also relates to such indeterminate number of
additional shares as may be offered as a result of stock splits, stock
dividends or similar transactions.
** The proposed maximum offering price per share and the proposed maximum
aggregate offering price are calculated solely for the purpose of determining
the registration fee pursuant to Rule 457(c) and (h) under the Securities Act
of 1933, as amended. Such prices are based on a price of $48.3125, which is
the average of the high and low sale prices per share of the Registrant's
Common Stock on December 26, 1996, as reported on the New York Stock Exchange
Composite Tape.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended, this Registration Statement is filed to register 200,000
additional shares of common stock, par value $1.00 per share ("Common Stock"),
of ARCO Chemical Company (the "Company"), authorized for issuance under the
terms of the ARCO Chemical Company 1990 Long-Term Incentive Plan. The content
of the Registration Statement on Form S-8, Registration No. 33-38062, filed with
the Securities and Exchange Commission on December 3, 1990, is hereby
incorporated by reference.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Company by Robert J. Millstone, Esq., Vice
President, General Counsel and Secretary of the Company. As of December 30,
1996, Mr. Millstone owned an aggregate of 1,165.719 shares of Common Stock, held
under a Company benefit plan, and options to purchase another 35,100 shares of
Common Stock. Mr. Millstone disclaims beneficial ownership of an additional
308.289 shares of Common Stock held in a custodial account for his minor son and
a trust for his adult son.
II-1
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Item 8. Exhibits
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Number Description Method of Filing
- -------- ------------------------------------------ ------------------
<S> <C> <C>
5 Opinion of Robert J. Millstone, Esq., Vice Filed herewith
President, General Counsel and Secretary
of the Company as to the legality of the
securities being registered
23.1 Consent of Robert J. Millstone, Esq.,Vice Included in Exhibit 5
President, General Counsel and Secretary
of the Company
23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith
24 Power of Attorney authorizing John A. Shaw Filed herewith
to sign the Registration Statement and all
amendments thereto on behalf of certain
directors and officers of the Company
</TABLE>
II-2
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Newtown Square, Commonwealth of
Pennsylvania, on this 31st day of December, 1996.
ARCO Chemical Company
By: ALAN R. HIRSIG
-------------------------------------
Alan R. Hirsig
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons, in the capacities and on the date indicated.
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<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
MIKE R. BOWLIN* Chairman of the Board December 31, 1996
- --------------------------- and Director
Mike R. Bowlin
ALAN R. HIRSIG President, December 31, 1996
- --------------------------- Chief Executive Officer and Director
Alan R. Hirsig
MARVIN O. SCHLANGER* Executive Vice President, December 31, 1996
- --------------------------- Chief Operating Officer and Director
Marvin O. Schlanger
WALTER J. TUSINSKI* Senior Vice President, December 31, 1996
- --------------------------- Chief Financial Officer and Director
Walter J. Tusinski
</TABLE>
II-3
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<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
RONALD J. ARNAULT* Director December 31, 1996
- -------------------------------
Ronald J. Arnault
WALTER F. BERAN* Director December 31, 1996
- -------------------------------
Walter F. Beran
ANTHONY G. FERNANDES* Director December 31, 1996
- -------------------------------
Anthony G. Fernandes
MARIE L. KNOWLES* Director December 31, 1996
- -------------------------------
Marie L. Knowles
JAMES A. MIDDLETON* Director December 31, 1996
- -------------------------------
James A. Middleton
FRANK SAVAGE* Director December 31, 1996
- -------------------------------
Frank Savage
ROBERT H. STEWART, III* Director December 31, 1996
- --------------------------------
Robert H. Stewart, III
JOHN A. SHAW Vice President and Controller December 31, 1996
- -------------------------------- (principal accounting officer)
John A. Shaw
* By: JOHN A. SHAW December 31, 1996
---------------------------
John A. Shaw
(Attorney in fact)
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II-4
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EXHIBIT INDEX
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<CAPTION>
Number Description Method of Filing
- ------ ------------------------------------------- ---------------------
<S> <C> <C>
5 Opinion of Robert J. Millstone, Esq., Vice Filed herewith
President, General Counsel and Secretary of
the Company as to the legality of the
securities being registered
23.1 Consent of Robert J. Millstone, Esq., Vice Included in Exhibit 5
President, General Counsel and Secretary of
the Company
23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith
24 Power of Attorney authorizing John A. Shaw Filed herewith
to sign the Registration Statement and all
amendments thereto on behalf of certain
directors and officers of the Company
</TABLE>
<PAGE>
[LETTERHEAD OF ARCO CHEMICAL COMPANY APPEARS HERE]
December 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 Relating to the ARCO Chemical
Company 1990 Long-Term Incentive Plan
-------------------------------------
Dear Sir or Madam:
I am the Vice President, General Counsel and Secretary of ARCO Chemical
Company (the "Company"). I have reviewed the ARCO Chemical Company 1990 Long-
Term Incentive Plan, as amended (the "Plan"), and have considered the purposed
sale of an additional 200,000 shares of the Company's Common Stock, par value
$1.00 per share ("Common Stock"), under the Plan. This opinion is furnished as
an exhibit to the Registration Statement referred to above.
Based on such examination of corporate records, documents, and questions of law
as I have considered necessary, I am of the opinion that, when the shares of
Common Stock are sold in the manner contemplated by the Registration Statement
and the Plan, they will be legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
/s/ Robert J. Millstone
- ------------------------
Robert J. Millstone
EXHIBIT 5
EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 12, 1996 on our audits of the
consolidated financial statements of ARCO Chemical Company as of December 31,
1995 and 1994 and for the years ended December 31, 1995, 1994, and 1993, which
is included in the Annual Report on Form 10-K of ARCO Chemical Company for the
year ended December 31, 1995.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA
December 31, 1996
EXHIBIT 23.2
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ARCO CHEMICAL COMPANY
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Alan R. Hirsig, Robert J. Millstone, John A. Shaw, and Walter J. Tusinski, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to effect the following acts as
necessary or appropriate for the conduct of the business and affairs of ARCO
Chemical Company (the "Company"):
I. In connection with any outstanding security of the Company registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(1) to execute any singular or periodic report required or
permitted to be filed under the Securities Exchange Act of 1934, as
amended, including specifically the Company's Annual Report on Form
------------
10-K for the fiscal year ended December 31, 1995; and
(2) to file or cause to be filed such report with the
Commission, any national or foreign securities exchange, any securities
industry self-regulatory organization, any state or other jurisdiction
of the United States, and any jurisdiction outside the United States,
in each case as required or permitted by applicable law;
II. In connection with the issuance, offering, or sale of any securities
authorized by the Board of Directors of the Company or by the Executive
Committee thereof pursuant to due authorization by such Board, or in
connection with the issuance, offering or sale of any security,
participation or interest in any employee or executive compensation or
benefit plan authorized and approved by the Board of Directors of the
Company or by the Executive or Compensation Committees thereof pursuant to
due authorization by such Board
(1) to execute and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"). (A)
Registration Statements and any and all amendments (including
post-effective amendments) thereto, and to file, or cause to be filed,
all exhibits thereto and other documents in connection therewith as
required or permitted by the Commission in connection with such
registration under the Securities Act of 1933, as amended, and (B) any
singular or periodic report or other document required or permitted to
be filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended;
(2) to execute and file, or cause to be filed, any application
for registration or exemption therefrom, or any report or any other
document required or permitted to be filed by the Company under the
Blue Sky or securities laws of any state or other jurisdiction of the
United States, and to furnish any other information required in
connection therewith, including any reports or other documents required
or permitted to be filed subsequent to the issuance of such securities;
(3) to execute and file, or cause to be filed, any application
for registration or exemption therefrom under the securities laws of
any jurisdiction outside the United States, including any reports or
other documents required or permitted to be filed subsequent to the
issuance of such securities; and
(4) to execute and file, or cause to be filed, any application
for listing such securities on any national or foreign securities
exchange;
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act required to be done as he or she
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue of this Power of Attorney.
EXHIBIT 24
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Each such attorney-in-fact and agent shall have the right to
indemnification for any action taken or omitted pursuant to this Power of
Attorney provided in the By-Laws of the Company to officers and directors for
service as such, including, but not limited to, the non-exclusivity provisions
of such By-Laws.
Each person whose signature appears below may at any time revoke this Power
of Attorney, as to himself or herself only, by an instrument in writing
specifying that this Power of Attorney is revoked as to him or her as of the
date of delivery of such revocation to the Secretary of the Company or at a
subsequent specified date. This Power of Attorney shall be revoked
automatically with respect to any person whose signature appears below effective
on the date he or she ceases to be a member of the Board of Directors, or in the
case of Mr. Shaw, on the date he ceases to be principal accounting officer of
the Company. Any revocation shall not void or otherwise affect any acts
performed by any attorney-in fact and agent named herein pursuant to this Power
of Attorney prior to the effective date of such revocation.
This instrument may be executed in multiple counterparts each of which
shall be deemed as original and all of which together shall be deemed one
instrument.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MIKE R. BOWLIN Chairman of the Board November 19, 1996
- ---------------------------- and Director
Mike R. Bowlin
/s/ ALAN R. HIRSIG President, Chief Executive November 19, 1996
- ---------------------------- Officer and Director
Alan R. Hirsig
/s/ MARVIN O. SCHLANGER Executive Vice President, November 19, 1996
- ---------------------------- Chief Operating Officer
Marvin O. Schlanger and Director
/s/ WALTER J. TUSINSKI Senior Vice President. November 19, 1996
- ---------------------------- Chief Financial Officer
Walter J. Tusinski and Director
/s/ RONALD J. ARNAULT
- ---------------------------- Director November 19, 1996
Ronald J. Arnault
/s/ WALTER F. BERAN
- ---------------------------- Director November 19, 1996
Walter F. Beran
/s/ ANTHONY G. FERNANDES
- ---------------------------- Director November 19, 1996
Anthony G. Fernandes
/s/ MARIE L. KNOWLES
- ---------------------------- Director November 19, 1996
Marie L. Knowles
</TABLE>
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<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES A. MIDDLETON
- ------------------------------ Director November 19, 1996
James A. Middleton
/s/ FRANK SAVAGE
- ------------------------------ Director November 19, 1996
Frank Savage
/s/ ROBERT H. STEWART, III
- ------------------------------ Director November 19, 1996
Robert H. Stewart, III
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