-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DS3rH0GoW2buWeAJMyEje3YtrlnmdoyoHnSMNkjn4AwIn0ndmeXkvMgCWqjdsb/h IN7/dNvJ8wocReOQnfeHcQ== 0000775483-97-000010.txt : 19970729 0000775483-97-000010.hdr.sgml : 19970729 ACCESSION NUMBER: 0000775483-97-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970728 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL PETROCHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 954160558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40216 FILM NUMBER: 97646499 BUSINESS ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136527200 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC RICHFIELD CO /DE CENTRAL INDEX KEY: 0000775483 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 230371610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 S FLOWER ST CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134863511 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) LYONDELL PETROCHEMICAL COMPANY (Name of Issuer) Common Stock, par value $1 per share (Title of Class of Securities) 552078 10 7 (CUSIP Number) Diane A. Ward, Esq. Senior Counsel - Securities & Finance Atlantic Richfield Company 515 South Flower Street Los Angeles, CA 90071 (213) 486-2808 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 28, 1997 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such claim. (See Rule 13d-7). Page 1 of 7 Pages CUSIP No. 552078 10 7 Response to Question 1: Atlantic Richfield Company 23-0371610 (IRS Employer Identification Number) Response to Question 2: Not Applicable Response to Question 3: SEC USE ONLY Response to Question 4: WC Response to Question 5: Not Applicable Response to Question 6: Delaware Response to Question 7: 39,921,400 Response to Question 8: 0 Response to Question 9: 39,921,400 Response to Question 10: 0 Response to Question 11: 39,921,400 Response to Question 12: Does not include an aggregate of 11 shares owned by certain executive officers of ARCO [see Schedule I attached hereto] Response to Question 13: 49.90% Response to Question 14: CO Page 2 of 7 Pages Item 4. Purpose of the Transaction. Item 4 is hereby amended by adding the following paragraph at the end thereof: Exchangeable Notes due September 15, 1997: On August 8, 1994, ARCO issued $988 million of three year Exchangeable Notes due September 15, 1997, each Note priced at $24.75 and carrying a 9.0% annual coupon. The Exchangeable Notes are exchangeable by ARCO at maturity into shares of Lyondell Common Stock at a price determined in accordance with the terms of the Notes or, at ARCO's option, for cash with an equal value. ARCO's decision to settle for cash or shares must be made on or before August 1, 1997. On March 24, 1997, ARCO announced its present intention to settle all its 9% Exchangeable Notes due September 15, 1997 with Lyondell Petrochemical Company stock currently owned by ARCO. On July 28, 1997, ARCO finalized its decision to settle all of the Exchangeable Notes with Lyondell Petrochemical Company stock it currently owns and stated that it expected to realize a gain of approximately $300 million upon the exchange. Recently, Lyondell Common Stock has traded close to the issue price of the Notes ($24.75). The Notes were structured such that ARCO retains approximately the first 12% in stock price appreciation above the issue price. Therefore, if the final pricing of the stock settlement exceeds $24.75, ARCO will retain a small stockholding, which it plans to sell at such times and in the manner deemed in the best interest of the Company. Page 3 of 7 Pages 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. ATLANTIC RICHFIELD COMPANY /s/ ALLAN L. COMSTOCK By_____________________________ Allan L. Comstock Vice President and Controller Dated: July 28, 1997 Page 4 of 7 Pages Schedule I Executive Officers and Directors of ARCO The name and principal occupation or employment of each of the directors and executive officers of ARCO are set forth below, together with certain other information. As of July 28, 1997, the percentage of shares of any class of equity securities of ARCO or of Lyondell Petrochemical Company beneficially owned by all directors and officers as a group did not exceed 1% of the class so owned. As of July 28, 1997, certain of the executive officers own Common Stock of Lyondell Petrochemical Company, as described in the footnotes to Table I. Unless otherwise noted, each individual has sole voting and investment power. All directors and officers listed below are citizens of the United States. The address of each of the executive officers of ARCO is 515 South Flower Street, Los Angeles, California 90071. Table I. Executive Officers (including Officers who are also Directors) Principal Occupation or Name Employment ---- -------------------- M. R. Bowlin Chairman, Chief Executive Officer and President A. G. Fernandes Executive Vice President and Director M. L. Knowles Executive Vice President, Chief Financial Officer and Director W. E. Wade, Jr. Executive Vice President and Director M. E. Wiley Executive Vice President and Director H. L. Bilhartz Senior Vice President J. B. Cheatham IV Senior Vice President T. G. Dallas Senior Vice President and Treasurer K. R. Dickerson Senior Vice President J. H. Kelly Senior Vice President Page 5 of 7 Pages Principal Occupation or Name Employment ---- -------------------- S. R. Mut Senior Vice President W. C. Rusnack(a) Senior Vice President J. M. Slater Senior Vice President J. K. Thompson(b) Senior Vice President D. R. Voelte, Jr. Senior Vice President B. G. Whitmore Senior Vice President, General Counsel and Corporate Secretary A. L. Comstock Vice President and Controller ________________ (a) Mr. Rusnack owns one share of Lyondell Common Stock owned jointly with his spouse. (b) Mr. Thompson owns ten shares of Lyondell Common Stock. Table II. Other Directors (who are not Executive Officer of ARCO) Principal Occupation Name Business Address or Employment - ---- ---------------- ------------- F. D. Boren Sustainable Conservation President 45 Belden Place - 3rd Floor San Francisco, CA 94104 L. M. Cook Atlantic Richfield Company Retired Chairman 515 S. Flower Street and Chief Executive Suite 5091 Officer, ARCO Los Angeles, CA 90071 R. H. Deihl 17101 Via Barranca del Zorro Former Chairman, P.O. Box 8322 H.F. Ahmanson & Company Rancho Santa Fe, CA 92067 J. Gavin 2100 Century Park West Chairman, Gamma Services No. 10263 International Los Angeles, CA 90067 Page 6 of 7 Pages Principal Occupation Name Business Address or Employment - ---- ---------------- ------------- H. H. Gray University of Chicago President Emeritus Department of History and Professor of 1126 E. 59th Street History Chicago, IL 60637 P. M. Hawley 400 S. Hope Street Former Chairman Suite 1900 and Chief Execu- Los Angeles, CA 90071 tive Officer, Carter Hawley Hale Stores, Inc. K. Kresa Northrop Grumman Corporation Chairman, 1840 Century Park East President and Los Angeles, CA 90067 Chief Executive Officer D. T. McLaughlin The Aspen Institute President and Carmichael Road Chief Executive P.O. Box 222 Officer Queenstown, MD 21658 J. B. Slaughter Occidental College President 1600 Campus Road Los Angeles, CA 90041 H. Wendt c/o Quivira Vineyards Former Chairman 4900 West Dry Creek Road SmithKline, Healdsburg, CA 95448-9721 Beecham (Page 7 of 7 Pages) -----END PRIVACY-ENHANCED MESSAGE-----