ARCO CHEMICAL CO
8-K, 1996-10-25
INDUSTRIAL ORGANIC CHEMICALS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C.  20549

                                   ----------

                                    Form 8-K

                                 CURRENT REPORT

                                   ----------

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): October 10, 1996
                                                  ------------------



                             ARCO CHEMICAL COMPANY
     --------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



                                   Delaware
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                (State or other jurisdiction of incorporation)



                1-9678                            51-0104393
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         (Commission File Number)       (IRS Employer Identification No.)



    3801 West Chester Pike, Newtown Square, Pennsylvania  19073-2387
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         (Address of principal executive offices)         (Zip Code)



Registrant's telephone number, including area code: (610)359-2000
                                                    ---------------


                                Not Applicable
      -------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
Item 5.  Other Events.
- ------   ------------ 

         On October 10, 1996, ARCO Chemical Company (the "Company") announced
that it reached an agreement to purchase Olin Corporation's toluene diisocyanate
("TDI") and aliphatic diisocyanate ("ADI") businesses for $565 million.  As part
of the transaction, the Company will acquire Olin's TDI and ADI facilities at
Lake Charles, Louisiana, and certain other assets including patents and process
technologies. See copy of the Company's Press Release which is filed as Exhibit
99 to this Report.


Item 7.  Financial Statements and Exhibits.
- ------   --------------------------------- 

(c)  Exhibits:

     99  Press Release, dated October 10, 1996.

                                      -2-
<PAGE>
 
                                   SIGNATURE
                                   ---------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            ARCO CHEMICAL COMPANY



                                            /s/ John A. Shaw
                                            -------------------------------
                                            John A. Shaw
                                            Vice President
                                            and Controller



October 24, 1996

                                      -3-
<PAGE>
 
                                 EXHIBIT INDEX


                                        
Exhibit
Number                          Description
- -------                         -----------


 99               Press Release, dated October 10, 1996

<PAGE>
 
                                       [COMPANY LOGO APPEARS HERE]

                             ARCO Chemical Company
 
                                            PUBLIC AFFAIRS             NEWS
                                    3801 West Chester Pike
                             Newtown Square, PA 19073-2387

FOR RELEASE: IMMEDIATELY

           ARCO CHEMICAL TO ACQUIRE ISOCYANATES BUSINESSES FROM OLIN
                          CORPORATION FOR $565 MILLION


     Newtown Square, PA, October 10, 1996 -- ARCO Chemical Company (NYSE:RCM)
announced today that it has reached an agreement to purchase Olin Corporation's
(NYSE:OLN) toluene diisocyanate (TDI) and aliphatic diisocyanate (ADI)
businesses for $565 million. Revenues from Olin's TDI and ADI operations for the
12 months ended June 30, 1996 were $298 million. The acquisition of these
operations, which produce key ingredients for urethane foams, industrial
coatings, adhesives and sealants, complements the company's leading worldwide
position in propylene oxide and its derivative, polyether polyols.

     As part of the transaction, ARCO Chemical will acquire Olin's TDI and ADI
facilities at Lake Charles, Louisiana, and certain other assets including
patents and process technologies.  These plants employ approximately 430 in
manufacturing jobs and 50 in process development.

     Commenting on the Olin acquisition, Alan R. Hirsig, President and Chief
Executive Officer of ARCO Chemical, said, "This acquisition represents an
important strategic step forward for our company.  For some time, we have been
focused on a strategy to increase the value of our existing PO and derivatives
businesses including expanding our presence in the urethane markets.  We believe
this acquisition will complement our existing TDI business, and thereby
strengthen our urethanes position."

                                  EXHIBIT 99
<PAGE>
 
ARCO Chemical to Acquire Isocyanates Businesses from Olin Corporation for $565
Million/Add one


     "This transaction is beneficial to the company in many respects," Mr.
Hirsig added.  "In addition to the immediate and positive effects on sales and
earnings, ARCO Chemical receives a low-cost U.S. manufacturing facility, our
first significant TDI sales in the North American market, and a strong customer
base in Asia and Latin America, as well as advanced technologies and technical
service capabilities.  These factors can only strengthen our market position in
developing regions, such as Asia and Latin America, where we continue to see an
ever growing demand for urethane products."

     ARCO Chemical entered the isocyanates market in 1995 with the acquisition
of Rhone-Poulenc's TDI technology and European-based business.  With the
addition of the Olin assets, ARCO Chemical will become the number two marketer
of TDI in the U.S. and, in combination with its European business, will have 19
percent of the world supply.

     TDI is used in the manufacture of urethane for flexible and rigid foam
applications ranging from furniture, bedding and carpet underlay to
transportation, packaging and insulation.  ADI is used in coatings, elastomers,
adhesives and sealants.

     Mr. Hirsig continued, "We are also pleased to be buying the ADI business.
These products will complement our existing specialty polyol business as well as
our ARCOSOLV(R) and BDO family of products.  We expect this part of the
acquisition to support our growth in the elastomer, sealant, adhesive and
industrial coatings markets."
<PAGE>
 
ARCO Chemical to Acquire Isocyanates Businesses from Olin Corporation for $565
Million/Add two


     The purchase has received approval from the Boards of Directors of both
companies and, upon completion of regulatory approval, is expected to close in
late 1996.  The acquisition will be funded with cash on hand and short-term
debt.

     Olin Corporation, with headquarters in Norwalk, Connecticut, is a
diversified producer and marketer of high performance chemicals, microelectronic
materials, metals, sporting ammunition and defense and aerospace products.

     ARCO Chemical Company is a leading worldwide manufacturer and marketer of
intermediate chemicals and specialty products used in a broad range of consumer
and industrial products.

                                   # # # # #


For more information contact:

Gerald T. Davis, Public Relations (610) 359-3198
Patricia A. Bartlett, Investor Relations (610) 359-3171

In Europe contact:

ARCO Chemical Europe, Inc.    W. Martin Dawson  tel: (44) 1628 775210


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