<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): JULY 23, 1998.
LYONDELL CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-10145 95-4160558
(Commission File Number) (I.R.S. Employer Identification No.)
1221 MCKINNEY STREET, SUITE 1600, HOUSTON, TEXAS 77010
(Address of principal executive offices) (Zip Code)
(713) 652-7200
(Registrant's telephone number, including area code)
LYONDELL PETROCHEMICAL COMPANY
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
As of July 28, 1998, Lyondell Chemical Company, formerly Lyondell Petrochemical
Company ("Lyondell"), completed its acquisition of all outstanding shares of
ARCO Chemical Company ("ARCO Chemical"). ARCO Chemical is the world's largest
producer of propylene oxide and is a leading worldwide producer and marketer of
polyether polyols, propylene glycol, propylene glycol ethers, toluene
diisocyanate, styrene monomer and methyl tertiary butyl ether. The description
of the business and properties of ARCO Chemical contained in Item 1 and 2 of
ARCO Chemical's Annual Report on Form 10-K for the year ended December 31, 1997
is incorporated herein by reference.
In connection with the acquisition of ARCO Chemical, Lyondell executed a bank
credit agreement providing for aggregate borrowings of up to $7 billion ("Bank
Credit Facility"). The Bank Credit Facility includes four separate term loans
in the amounts of (a) $2 billion to be amortized over five years, (b) $1.25
billion to be amortized over seven years, (c) $1.25 billion with principal
maturing in one year and (d) $2 billion with principal maturing in two years, as
well as a five-year revolving credit facility of up to $500 million.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
1. ARCO Chemical consolidated balance sheets as of December 31, 1997
and 1996 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years
in the period ended December 31, 1997 which are included on pages
22 through 47 of its annual report on Form 10-K for the year
ended December 31, 1997, filed by ARCO Chemical Company on March
13, 1998 (File No. 1-9678), as amended on May 14, 1998, which
financial statements, to the extent herein described, are
incorporated herein by reference.
2. ARCO Chemical consolidated balance sheets as of March 31, 1998
and December 31, 1997 and the consolidated statements of income,
cash flows and comprehensive income for the three months ended
March 31, 1998 and 1997, which are included on pages 1 through 9
in its quarterly report on Form 10-Q for the three months ended
March 31, 1998, filed by ARCO Chemical Company on April 29, 1998
(File No. 1-9678), which financial statements, to the extent
herein described, are incorporated herein by reference.
(b) Unaudited pro forma financial information
As permitted by Item 7(b)(2) of Form 8-K, Lyondell will file the
required pro forma financial information relating to ARCO Chemical and
the acquisition thereof by Lyondell as soon as practicable, but in no
event later than 60 days after August 7, 1998.
(c) Exhibits
Exhibit Document Page No.
------- -------- --------
23 Consent of PricewaterhouseCoopers LLP 4
2
<PAGE>
SIGNATURES
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.
LYONDELL CHEMICAL COMPANY
By: /s/ Van Billet
-----------------------------------
Van Billet
Vice President and Controller
(Principal Accounting Officer)
Date: August 6, 1998
3
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-26867, 33-31564, 33-32683, 33-60785, 333-05399)
of Lyondell Chemical Company (formerly Lyondell Petrochemical Company) and the
Prospectuses constituting part of the Registration Statement on Form S-3 (No.
333-60429) of Lyondell Chemical Company and Lyondell Trust I of our report dated
February 12, 1998 appearings on page 23 of ARCO Chemical Company's Annual Report
on Form 10-K for the year ended December 31, 1997, which is incorporated by
reference in the Current Report on Form 8-K of Lyondell Chemical Company dated
July 23, 1998.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
August 6, 1998
4
