<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1994.
REGISTRATION NO. 33-26870
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
LYONDELL PETROCHEMICAL COMPANY
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
1221 MCKINNEY STREET, SUITE 1600
HOUSTON, TEXAS 77010
(713) 652-7200
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
DELAWARE 95-4160558
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------
LYONDELL PETROCHEMICAL COMPANY CAPITAL ACCUMULATION PLAN FOR
REPRESENTED EMPLOYEES
(FULL TITLE OF THE PLAN)
-----------
KERRY A. GALVIN, ESQ.
FINANCE COUNSEL
LYONDELL PETROCHEMICAL COMPANY
1221 MCKINNEY STREET, SUITE 1600
HOUSTON, TEXAS 77010
(713) 652-7200
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------
================================================================================
<PAGE>
Part II
Information Not Required in Prospectus
Effective as of July 1, 1993, Lyondell Petrochemical Company ("Issuer")
transferred its refining business to LYONDELL-CITGO Refining Company Ltd.
("LCR"), and, in connection with formation of LCR, new employee benefit plans
("LCR Plans") were established for employees of LCR who were formerly employees
of the Issuer. Contributions to the LCR Plans by employees and LCR commenced
effective August 23, 1993. Participants in the LCR Plans may not direct their
contributions into new purchases of the Issuer Stock. In addition, no employer
contributions to the LCR Plans may be directed into new purchases of the Issuer
Stock.
Effective as of October 31, 1994, the Lyondell Petrochemical Company Capital
Accumulation Plan for Represented Employees (the "Plan") was merged into the LCR
Capital Accumulation Plan for Represented Employees.
Accordingly, the Issuer and the Plan hereby remove from registration the shares
of the Issuer's Common Stock, and all future Plan interests, that have been
registered but have not been, and in the future will not be, issued or sold
pursuant to the Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on the 7th day of December, 1994.
LYONDELL PETROCHEMICAL COMPANY
By: Bob G. Gower
-----------------------------------
Bob G. Gower
Chairman of the Board,
Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment has
been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Bob G. Gower Chairman of the Board, December 7, 1994
- ----------------------------------- Chief Executive Officer
Bob G. Gower and Director
Dan F. Smith President, Chief Operating December 7, 1994
- ------------------------------------ Officer and Director
Dan F. Smith
* WILLIAM T. BUTLER Director December 7, 1994
- ------------------------------------
William T. Butler
* STEPHEN F. HINCHLIFFE, JR. Director December 7, 1994
- ------------------------------------
Stephen F. Hinchliffe, Jr.
* DUDLEY C. MECUM II Director December 7, 1994
- ------------------------------------
Dudley C. Mecum II
* PAUL R. STALEY Director December 7, 1994
- ------------------------------------
Paul R. Staley
Russell S. Young Senior Vice President and December 7, 1994
- ------------------------------------ Chief Financial Officer
(Russell S. Young,
Principal Financial Officer)
Joseph M. Putz Vice President and December 7, 1994
- ------------------------------------- Controller
(Joseph M. Putz,
Principal Accounting Officer)
*By: Bob G. Gower December 7, 1994
----------------------------------
Bob G. Gower
Attorney-in-Fact
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, State of Texas, on the 7th
day of December, 1994.
LYONDELL PETROCHEMICAL COMPANY
CAPITAL ACCUMULATION PLAN FOR
REPRESENTED EMPLOYEES
By: Richard W. Park
---------------------------------
Richard W. Park
Member of the Lyondell Petrochemical Company
Capital Accumulation Plan
for Represented Employees Committee
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Exhibit Numbered
Number Description Page
-------- ----------- ----------
24 Power of Attorney 6
<PAGE>
EXHIBIT 24
LYONDELL PETROCHEMICAL COMPANY
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Bob G. Gower, Joseph M. Putz and Russell S. Young, 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, in connection with any outstanding securities of
Lyondell Petrochemical Company (the "Company"), or any public offering or other
issuance of any securities of the Company authorized by the Board of Directors
of the Company, or by the Executive Committee thereof pursuant to due
authorization by such Board, (1) to execute and file, or cause to be filed, with
the United States 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 by the Commission in
connection with such registration under the Securities Act of 1933, as amended,
and (B) any report or other document required 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, any report or any other document required to be filed by
the Company under the Blue Sky or securities law of any of the United States and
to furnish any other information required in connection therewith, (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 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 the New York
Stock Exchange, or any other securities exchange in any other jurisdiction where
any such securities are proposed to be sold, 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 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 execution of such instrument 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
<PAGE>
to be a member of the Board of Directors or an officer of the Company. Any
revocation hereof 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.
Dated: March 4, 1994
Signature Title
--------- -----
Mike R. Bowlin Chairman of the Board and
- ------------------------------ Director
Mike R. Bowlin
Bob G. Gower President, Chief Executive
- ------------------------------ Officer and Director
Bob G. Gower
(Principal Executive Officer)
Russell S. Young Senior Vice President,
------------------------------ Chief Financial Officer and
Russell S. Young Treasurer
(Principal Financial Officer)
Joseph M. Putz Vice President and
- -------------------------------- Controller
Joseph M. Putz
(Principal Accounting Officer)
Dr. William T. Butler Director
-------------------------------
Dr. William T. Butler
Allan L. Comstock Director
------------------------------
Allan L. Comstock
Terry G. Dallas Director
------------------------------
Terry G. Dallas
Stephen F. Hinchliffe, Jr. Director
- -------------------------------
Stephen F. Hinchliffe, Jr.
Dudley C. Mecum II Director
------------------------------
Dudley C. Mecum II
William C. Rusnack Director
------------------------------
William C. Rusnack
Dan F. Smith Director
------------------------------
Dan F. Smith
Paul R. Staley Director
- -------------------------------
Paul R. Staley
William E. Wade, Jr. Director
------------------------------
William E. Wade, Jr.
