-----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, KIFfABwdEUqfTj0ARUQr2xmjVN81g6PbNgLC3HXwSMuFSRjUOLbaYWqgsBFWaW3z 9yhzcBJ1DlnSVcr1lLn1Qg== 0000775483-97-000014.txt : 19970918 0000775483-97-000014.hdr.sgml : 19970918 ACCESSION NUMBER: 0000775483-97-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970915 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: SEC FILE NUMBER: 005-40216 FILM NUMBER: 97680038 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. 9) 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) September 15, 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: 384,388 Response to Question 8: 0 Response to Question 9: 384,388 Response to Question 10: 0 Response to Question 11: 384,388 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: less than 1% 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 were 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. 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 owned. Under the terms of the Notes, the exchange rate of 0.9904 shares of Lyondell Common Stock per Note was based on the maturity price of $24.9906 per share of Lyondell Common Stock, which was equal to the average closing price per share of Lyondell Common Stock on the New York Stock Exchange over the 20 trading days ending September 12, 1997. The Notes were structured so that ARCO would retain the first 12% in stock price appreciation above the $24.75 issue price. Since the maturity price was, in fact, higher than the issue price, ARCO has retained a small shareholding in Lyondell totaling 384,388 shares* of Lyondell Common Stock, which ARCO intends to sell from time to time as it deems appropriate. ARCO expects to realize an after-tax gain of approximately $300 million following the exchange. ____________ * Represents number of shares retained after delivering to the Trustee a sufficient number of shares to cover fractional shares to be sold in order to deliver the appropriate number of shares to the beneficial holders of the notes. 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: September 15, 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 September 15, 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 September 15, 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 Name or 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 M. L. Hazelwood Senior Vice President J. H. Kelly Senior Vice President Page 5 of 7 Pages Principal Occupation Name or 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 Officers 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 13849 Weddington Street Retired Chairman Sherman Oaks, CA 91401 and Chief Execu- tive Officer, ARCO R. H. Deihl 17101 Via Barranca del Zorro Former Chairman, P.O. Box 8322 H.F. Ahmanson & Rancho Santa Fe, CA 92067 Company J. Gavin 2100 Century Park West Chairman, Gamma No. 10263 Services Los Angeles, CA 90067 International Page 6 of 7 Pages Principal Occupation Name Business Address or Employment - -------------- ---------------------------- --------------- H. H. Gray University of Chicago President Department of History Emeritus and 1126 E. 59th Street Professor of Chicago, IL 60637 History K. Kresa Northrop Grumman Corporation Chairman, 1840 Century Park East President and Los Angeles, CA 90067 Chief Executive Officer D. T. McLaughlin The Gallery Former Suite 203 President and 46 Newport Road Chief Executive New London, NH 03257 Officer of The Aspen Institute 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-----