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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LYONDELL PETROCHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 95-4160558
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
1221 MCKINNEY STREET, SUITE 1600
HOUSTON, TEXAS 77010
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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RIGHTS TO PURCHASE COMMON STOCK NEW YORK STOCK EXCHANGE, INC.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 8, 1995, the Board of Directors of Lyondell Petrochemical
Company (the "Company") declared a dividend of one right ("Right") for each
outstanding share of the Company's Common Stock, par value $1.00 per share
("Common Stock"), to stockholders of record at the close of business on December
20, 1995. Each Right entitles the registered holder to purchase from the
Company one share of Common Stock at a purchase price of $80 per share of Common
Stock, subject to adjustment (the "Purchase Price"). The description and terms
of the Rights are set forth in a Rights Agreement dated as of December 8, 1995
as it may from time to time be supplemented or amended (the "Rights Agreement")
between the Company and The Bank of New York, as Rights Agent.
Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur, with
certain exceptions, upon the earlier of (i) ten days following a public
announcement of the existence of an "Acquiring Person" (the date of the
announcement being the "Stock Acquisition Date"), or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person's becoming an Acquiring Person. An "Acquiring Person" is any person
or group of affiliated or associated persons that has acquired or obtained the
right to acquire beneficial ownership of 15% or more of the outstanding shares
of Common Stock, except that Atlantic Richfield Company, a Delaware corporation
("ARCO"), will not be or become an "Acquiring Person" unless and until such time
as ARCO or any person affiliated or associated with ARCO acquires or becomes the
beneficial owner of (or ARCO becomes affiliated or associated with any person
who, collectively with ARCO, is the beneficial owner of) more than the lesser of
(i) 1,000,000 shares of Common Stock in addition to those ARCO beneficially
owned as of December 8, 1995 (or in addition to any lesser number of shares ARCO
beneficially owns from time to time thereafter) and (ii) one share less than 50%
of the shares of Common Stock outstanding at any time. In certain circumstances
prior to the time a person has become an Acquiring Person, the Distribution Date
may be deferred by the Board of Directors. Certain inadvertent acquisitions
will not result in a person becoming an Acquiring Person if the person promptly
divests itself of sufficient Common Stock. Until the Distribution Date, (a) the
Rights will be evidenced by the Common Stock certificates (together with this
Summary of Rights or bearing the notation referred to below) and will be
transferred with and only with such Common Stock certificates, (b) new Common
Stock certificates issued after December 20, 1995 will contain a notation
incorporating the Rights Agreement by reference and (c) the surrender for
transfer of any certificate for Common Stock (with or without a copy of this
Summary of Rights) will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
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The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 8, 2005, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date in connection with
certain employee benefit plans or upon conversion of certain securities will be
issued with Rights. Except as otherwise determined by the Board of Directors,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding shares
of Common Stock at a price and on terms that a majority of the independent
directors of the Company determines to be fair to and otherwise in the best
interests of the Company and its stockholders (a "Permitted Offer")), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any Flip-
In Event, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by or transferred to such Acquiring
Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement.
For example, at an exercise price of $80 per Right, each Right not
owned by such an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to purchase
$160 worth of Common Stock (or other consideration, as noted above), based upon
its then Current Market Price, for $80. Assuming that the Common Stock had a
Current Market Price of $25 per share at such time, the holder of each valid
Right would be entitled to purchase 6.4 shares of Common Stock for $80.
In the event (a "Flip-Over Event") that, at any time from and after
the time an Acquiring Person becomes such, (i) the Company is acquired in a
merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
owned by such Acquiring Person or certain related parties) shall thereafter have
the right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times the exercise
price of the Right. Flip-In Events and Flip-Over Events are collectively
referred to as "Triggering Events."
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The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or securities convertible into Common
Stock at less than the current market price of the Common Stock, or (iii) upon
the distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock are required to be issued upon
exercise of the Rights, but in lieu thereof a cash payment may be made based on
the market price of the Common Stock on the last trading date prior to the date
of exercise.
At any time until the time a person becomes an Acquiring Person, the
Company may redeem the Rights in whole, but not in part, at a price of $.005 per
Right, payable, at the option of the Company, in cash, shares of Common Stock or
such other consideration as the Board of Directors may determine. Immediately
upon the effectiveness of the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.005 redemption price.
At any time after the occurrence of a Flip-In Event and prior to the
occurrence of a Flip-Over Event or a person becoming the beneficial owner of 50%
or more of the shares of Common Stock then outstanding, the Company may exchange
the Rights (other than Rights owned by an Acquiring Person or an affiliate or an
associate of an Acquiring Person, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, and/or other equity
securities deemed to have the same value as one share of Common Stock, per
Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.
Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement (other
than the Redemption Price) may be amended by the Board of Directors in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights
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Agreement; provided, however, that no amendment to lengthen the time period
governing redemption or amendment shall be made at such time as the Rights are
not redeemable.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Rights Agreement dated as of December 8, 1995 between Lyondell Petrochemical
Company and The Bank of New York, as Rights Agent, which includes as Exhibit A
the form of Rights Certificate and as Exhibit B the Summary of Rights to
Purchase Common Stock. (Incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated December 8, 1995 (File No. 1-10145).) Pursuant
to the Rights Agreement, Rights Certificates will not be mailed until after the
Distribution Date (as defined in the Rights Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LYONDELL PETROCHEMICAL COMPANY
Date: 12/12/95 By: /S/ RUSSELL S. YOUNG
_______________ ____________________________
Name: Russell S. Young
Title: Senior Vice President,
Chief Financial Officer and Treasurer
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