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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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ARCO CHEMICAL COMPANY
(NAME OF SUBJECT COMPANY)
ARCO CHEMICAL COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
001920 10 7
(CUSIP NUMBER OF CLASS SECURITIES)
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Robert J. Millstone, Esq.
Vice President and General Counsel
ARCO Chemical Company
3801 West Chester Pike
Newtown Square, Pennsylvania 19073
(610) 359-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission ("SEC") on June
25, 1998 and the Amendment No.1 to the Schedule 14D-9 filed with the SEC on
July 1, 1998, by ARCO Chemical Company, a Delaware corporation (the
"Company"), relating to the offer (the "Offer") by Lyondell Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly-owned
subsidiary of Lyondell Petrochemical Corporation, a Delaware corporation
("Lyondell"), to purchase for cash all outstanding shares, par value $1.00
per share, of the Company. The Offer by Purchaser was made pursuant to the
terms of an Agreement and Plan of Merger, dated as of June 18, 1998,
between the Company, Lyondell and Purchaser (the "Merger Agreement").
2. Item 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented to add the following:
Exhibit 48 Letter from F.W. Welsh to the ARCO Chemical Company Capital
Accumulation and Savings Plan Participants.
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.
By: /s/ Robert J. Millstone
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Name: Robert J. Millstone
Title: Vice President and General
Counsel
Dated: July 6, 1998
ARCO CHEMICAL COMPANY
3801 West Chester Pike
Newtown Square, Pennsylvania 19073-2387
Telephone 610 359 2686
F.W. Welsh
Vice President
Dear ARCO Chemical Company Capital Accumulation and Savings Plan
Participants:
On June 18, 1998, ARCO Chemical Company ("ARCO Chemical") entered into a
merger agreement with Lyondell Petrochemical Company and Lyondell
Acquisition Corporation ("Lyondell"). The Merger Agreement provides for the
acquisition by Lyondell of all outstanding shares of ARCO Chemical by means
of a cash tender offer and a subsequent merger.
What this means to you is that Lyondell is offering to purchase each share
that you hold in the CAP and Savings Plan at a price of $57.75 per share.
Subsequent to the tender offer, Lyondell and ARCO Chemical will be merged,
and the remaining outstanding shares will be converted into the right to
receive $57.75 per share, subject to certain conditions, including possible
appraisal rights under Delaware law. I have enclosed for your information a
copy of the Offer to Purchase and the Solicitation/Recommendation
Statement. These documents contain detailed information about the
transaction and the tender offer.
AS YOU WILL SEE IN THE ENCLOSED MATERIALS, THE BOARD OF DIRECTORS OF THE
COMPANY HAS UNANIMOUSLY DETERMINED THAT THE TENDER OFFER AND THE MERGER ARE
FAIR OR AND IN THE BEST INTERESTS OF ARCO CHEMICAL'S STOCKHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT EACH STOCKHOLDER ACCEPT THE TENDER OFFER AND
TENDER HIS OR HER SHARES.
If you wish to tender your shares, YOU NEED NOT DO ANYTHING. The CAP and
Savings Plan trustee will tender the shares on your behalf and the
resulting proceeds will be deposited in your CAP Plan and/or Savings Plan
account.
If you DO NOT wish to tender the shares in your CAP or Savings Plan
account, please sign and return the attached form in the enclosed envelope.
The form must be received by July 20, 1998. As noted above, upon the merger
of Lyondell and ARCO Chemical, all outstanding shares will be converted
into the right to receive $57.75 per share, even if not tendered.
Very truly yours,
F.W. Welsh
TO: State Street Bank and Trust Company, Trustee
ARCO Chemical Company Capital Accumulation & Savings Plan
One Enterprise Drive
W6A
North Quincy, MA 02171
Attn: C. Hopson, Vice President State Street Bank
Re: Lyondell Tender Offer
I DO NOT wish to tender shares of ARCO Chemical stock contained in my
Capital Accumulation and/or Savings Plan account.
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Participant's Name (Please Print)
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Signature
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Social Security Number
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Date
