<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1997
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 or organization) (I.R.S. Employer
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)
<TABLE>
<S> <C>
Robert J. Millstone, Esq. Copy to: Kathy Habecker Gaddes, Esq.
Vice President, General Counsel and Secretary ARCO Chemical Company
ARCO Chemical Company 3801 West Chester Pike
3801 West Chester Pike Newtown Square, PA 19073-2387
Newtown Square, PA 19073-2387 (610) 359-3208
(610) 359-3255
(Name, address and telephone number of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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 800,000 shares $46.0625 $36,850,000 $11,167
value $1.00 per share
- ------------------------------------------------------------------------------------------------------------------
</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 $46.0625, which is
the average of the high and low sale prices per share of the Registrant's
Common Stock on May 30, 1997, 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 800,000
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 Statements on Form S-8, Registration Nos. 33-38062 and 333-
19023, filed with the Securities and Exchange Commission on December 3, 1990 and
December 31, 1996, respectively, are 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 April 30, 1997,
Mr. Millstone owned an aggregate of 2,332 shares of Common Stock, held under a
Company benefit plan, and options to purchase another 48,300 shares of Common
Stock. Mr. Millstone disclaims beneficial ownership of an additional 313 shares
of Common Stock held in a custodial account for his minor son and a trust for
his adult son.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS
--------
<S> <C> <C>
NUMBER DESCRIPTION METHOD OF FILING
- -------- ------------------------------------------------ ---------------------
4 Amendment No. 6 to the ARCO Chemical Filed herewith
Company 1990 Long-Term Incentive Plan.
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 Van Billet to Filed herewith
sign the Registration Statement and all
amendments thereto on behalf of certain
directors and officers of the Company.
</TABLE>
II-1
<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 4th day of June, 1997.
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
MIKE R. BOWLIN* June 4, 1997
-----------------------
Mike R. Bowlin Chairman of the Board
and Director
ALAN R. HIRSIG June 4, 1997
- ------------------------
Alan R. Hirsig President,
Chief Executive Officer and
Director
MARVIN O. SCHLANGER* June 4, 1997
- ------------------------
Marvin O. Schlanger Executive Vice President,
Chief Operating Officer and Director
WALTER J. TUSINSKI* June 4, 1997
- ------------------------
Walter J. Tusinski Senior Vice President,
Chief Financial Officer and Director
II-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
WALTER F. BERAN* Director June 4, 1997
- ------------------------
Walter F. Beran
ANTHONY G. FERNANDES* Director June 4, 1997
- ------------------------
Anthony G. Fernandes
MARIE L. KNOWLES* Director June 4, 1997
- ------------------------
Marie L. Knowles
JAMES A. MIDDLETON* Director June 4, 1997
- ------------------------
James A. Middleton
STEPHEN R. MUT* Director June 4, 1997
- ------------------------
Stephen R. Mut
FRANK SAVAGE* Director June 4, 1997
- ------------------------
Frank Savage
ROBERT H. STEWART, III* Director June 4, 1997
- ------------------------
Robert H. Stewart, III
VAN BILLET Vice President and Controller June 4, 1997
- ------------------------ (principal accounting officer)
Van Billet
*By: VAN BILLET June 4, 1997
--------------------
Van Billet
(Attorney in fact)
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ------ --------------------------------------------------- ---------------------
<C> <S> <C>
4 Amendment No. 6 to the ARCO Chemical Filed herewith
Company 1990 Long-Term Incentive Plan.
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 Van Billet to Filed herewith
sign the Registration Statement and all
amendments thereto on behalf of certain
directors and officers of the Company.
</TABLE>
<PAGE>
AMENDMENT NO. 6
TO
THE ARCO CHEMICAL COMPANY
1990 LONG-TERM INCENTIVE PLAN
-------------------------------------------------
The ARCO Chemical Company 1990 Long-Term Incentive Plan (the "Plan"), as
amended, is hereby amended as follows:
1. Article I, Section 2 of the Plan is amended to read as follows:
"Section 2. Effective Date and Duration of Plan. The effective
-----------------------------------
date of the Plan is January 1, 1990, subject to approval by the holders of a
majority of the shares which are represented in person or by proxy and entitled
to vote on the subject at a meeting of the stockholders of the Company at which
a quorum is present, except that awards under the Plan may be made subject to
such stockholder approval. No awards may be made under the Plan after December
31, 1998."
2. Article IV, Section 1 of the Plan is amended and restated in its entirety
as follows:
"Section 1. Option Limits. Subject to adjustment as provided in
-------------
Section 2 of this Article IV, the number of shares of Common Stock which may be
issued upon exercise of Stock Options shall not exceed 3,000,000 in the
aggregate over the life of the Plan. The shares shall be made available from
authorized but unissued Common Stock or from Common Stock issued and held in the
treasury of the Company as shall be determined by the Subcommittee."
3. Except as set forth herein, the Plan shall not be amended or modified and
shall remain in full force and effect.
Executed this 20th day of February, 1997.
ATTEST ARCO CHEMICAL COMPANY
By: /s/ Kathy H. Gaddes By: /s/ Frank W. Welsh
-------------------------- -------------------
Frank W. Welsh
Vice President
Human Resources
EXHIBIT 4
<PAGE>
[LETTERHEAD]
June 4, 1997
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 proposed sale
of an additional 800,000 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
EXHIBIT 5
EXHIBIT 23.1
<PAGE>
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, 1997 on our audits of the consolidated
financial statements of ARCO Chemical Company as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995, and 1994, which is included in
the Annual Report on Form 10-K of ARCO Chemical Company for the year ended
December 31, 1996.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA
June 4, 1997
EXHIBIT 23.2
<PAGE>
ARCO CHEMICAL COMPANY
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Van
Billet, Alan R. Hirsig, Robert J. Millstone, 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, 1996; and
(2) to file or cause to be filed such report with the Securities
and Exchange Commission (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
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 1993, 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;
EXHIBIT 24
<PAGE>
(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.
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.
Billet, on the date he ceases to be principal accounting officer of the Company,
or in the case of Mr. Millstone, on the date he ceases to be Vice President,
General Counsel and Secretary. 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 an original and all of which together shall be deemed one instrument.
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MIKE R. BOWLIN
- -------------------------- Chairman of the Board June 4, 1997
Mike R. Bowlin and Director
/s/ ALAN R. HIRSIG President, June 4, 1997
- -------------------------- Chief Executive Officer
Alan R. Hirsig and Director
/s/ MARVIN O. SCHLANGER
- -------------------------- Executive Vice President, June 4, 1997
Marvin O. Schlanger Chief Operating Officer and Director
/s/ WALTER J. TUSINSKI Senior Vice President, June 4, 1997
- --------------------------- Chief Financial Officer and Director
Walter J. Tusinski
/s/ WALTER F. BERAN Director June 4, 1997
- ---------------------------
Walter F. Beran
/s/ ANTHONY G. FERNANDES Director June 4, 1997
- ---------------------------
Anthony G. Fernandes
/s/ MARIE L. KNOWLES Director June 4, 1997
- ---------------------------
Marie L. Knowles
/s/ JAMES A. MIDDLETON Director June 4, 1997
- ---------------------------
James A. Middleton
/s/ STEPHEN R. MUT Director June 4, 1997
- ---------------------------
Stephen R. Mut
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ FRANK SAVAGE Director June 4, 1997
- ----------------------------
Frank Savage
/s/ ROBERT H. STEWART, III Director June 4, 1997
- -----------------------------
Robert H. Stewart, III
