-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A8vMbbbwYLKjQzswP+EUh3FAcN6nEztqehPJhcWfQKEWfcFnAuv263U9K1mO+8Nn CaUGN6vD1nyh9HhBn9zRJA== 0000898430-94-000325.txt : 19940506 0000898430-94-000325.hdr.sgml : 19940506 ACCESSION NUMBER: 0000898430-94-000325 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL PETROCHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94526174 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: 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 SCHEDULE 13-D AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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) May 5, 1994 ----------------------------------------------------- (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 13 Pages CUSIP No. 552978 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 3,801 shares owned by certain executive officers and directors of ARCO; [see Schedule I attached hereto] Response to Question 13: 49.90% Response to Question 14: CO Page 2 of 13 Pages Item 4. Purpose of the Transaction. - ------------------------------------ Item 4 is hereby amended by adding the following paragraph at the end thereof: Filing of Registration Statement on Form S-3: On May 5, 1994, ARCO filed a Registration Statement on Form S-3 (No. 33-53481) (the "ARCO S-3") relating to the registration of up to 39,921,400 ___% Exchangeable Notes due 199 , having an expected maturity of three to four years. Upon maturity, the Exchangeable Notes will be payable, at ARCO's option, in shares of Lyondell Common Stock or cash. ARCO stated in the ARCO S-3 that, upon issuance of the Notes, it intended to cause to resign the five ARCO officers who currently serve on Lyondell's eleven- member Board of Directors. ARCO also described its current intent with respect to the voting of its shares of Lyondell Common Stock and certain other limitations in respect of its rights as a stockholder of Lyondell. See Item 6 for a description of the terms of the Exchangeable Notes, related agreements and ARCO's intentions in respect of voting its Lyondell Common Stock. Item 6. Contracts, Arrangements, Understandings or - --------------------------------------------------- Relationships With Respect to Securities of the Issuer. ------------------------------------------------------- Item 6 is hereby amended by deleting the second and third paragraphs thereunder, and by adding the following paragraphs in lieu thereof. Terms of the Exchangeable Notes and Related Agreements: Following are summaries of certain agreements and documents related to the offering of the Exchangeable Notes. These summaries are qualified in their entirety by the agreements and documents, which are filed as exhibits hereto and incorporated herein by reference. All capitalized terms herein have the meaning set forth in the applicable agreement or document. The Exchangeable Notes will be issued under the Indenture dated as of January 1, 1992, between ARCO and The Bank of New York, as trustee, as supplemented by a Page 3 of 13 Pages First Supplemental Indenture dated as of May 1, 1994, between ARCO and The Bank of New York, as trustee (the "Trustee") (as supplemented from time to time, the "Indenture"). The Exchangeable Notes will be unsecured and will rank on a parity with all other unsecured and unsubordinated indebtedness of ARCO. Each Exchangeable Note, which will be issued with a principal amount of $___, will bear interest at the annual rate of ___% of the principal amount per annum from ___________, 1994, or from the most recent Interest Payment Date to which interest has been paid or provided for until the principal amount thereof exchanged at Maturity pursuant to the terms of the Exchangeable Notes. Interest on the Exchangeable Notes will be payable quarterly. At Maturity, the principal amount of each Exchangeable Note will be exchanged, at ARCO's option, into a number of shares of Lyondell Common Stock at the Exchange Rate (as defined below) or cash with an equal value. Accordingly, holders of the Exchangeable Notes will not necessarily receive an amount equal to the principal amount thereof. The "Exchange Rate" is equal to, subject to adjustment as a result of certain dilution events, (a) if the Maturity Price (as defined below) per share of Lyondell Common Stock is greater than or equal to $____ per share of Lyondell Common Stock (the "Threshold Appreciation Price"), _____ shares of Lyondell Common Stock per Exchangeable Note, (b) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, a fractional share of Lyondell Common Stock per Exchangeable Note so that the value thereof (determined at the Maturity Price) is equal to the Initial Price and (c) if the Maturity Price is less than or equal to the Initial Price, one share of Lyondell Common Stock per Exchangeable Note. No fractional shares of Lyondell Common Stock will be issued at Maturity. The amount that holders of the Exchangeable Notes are entitled to receive upon the mandatory exchange at Maturity is subject to adjustment for certain dilution events arising from stock splits and combinations, stock dividends and certain other actions of Lyondell that modify its capital structure. However, the amount to be received by Note holders upon exchange at Maturity will not be adjusted for other events, such as offerings of Lyondell Common Stock for cash or in connection with acquisitions, that may adversely affect the price of the Lyondell Common Stock and, because of the relationship of such amount to be received upon exchange to the price of Lyondell Common Stock, such other events may adversely affect the trading price of the Exchangeable Notes. Notwithstanding the foregoing, ARCO may, at its option in lieu of delivering shares of Lyondell Common Stock, deliver cash in an amount equal to the value Page 4 of 13 Pages of such number of shares of Lyondell Common Stock at the Maturity Price. On or prior to Maturity, ARCO will notify The Depository Trust Company and the Trustee and publish a notice in a daily newspaper of national circulation stating whether the principal amount of each Exchangeable Note will be exchanged for shares of Lyondell Common Stock or cash. If ARCO elects to deliver shares of Lyondell Common Stock, holders of the Exchangeable Notes will be responsible for the payment of any and all brokerage costs upon the subsequent sale of such stock. The "Maturity Price" is defined as the average Closing Price per share of Lyondell Common Stock on the 20 Trading Days immediately prior to Maturity. The "Closing Price" of any security on any date of determination means the closing sale price (or, if no closing price is reported, the last reported sale price) of such security on the NYSE on such date or, if such security is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which such security is so listed, or if such security is not so listed on a United States national or regional securities exchange, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System, or, if such security is not so reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of such security on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by ARCO. A "Trading Day" is defined as a Business Day on which the security the Closing Price of which is being determined (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of such security. "Business Day" means any day that is not a Saturday, a Sunday or a day on which the NYSE, banking institutions or trust companies in The City of New York are authorized or obligated by law or executive order to close. The Indenture does not contain any restriction on the ability of ARCO to sell, pledge or otherwise convey all or any portion of the Lyondell Common Stock held by it, and no such shares of Lyondell Common Stock will be pledged or otherwise held in escrow for use at Maturity of the Exchangeable Notes. Consequently, in the event of a bankruptcy, insolvency or liquidation of ARCO, the Lyondell Common Stock, if any, owned by ARCO will be subject to the Page 5 of 13 Pages claims of the creditors of ARCO. In addition, as described herein, ARCO will have the option, exercisable in its sole discretion, to satisfy its obligations pursuant to the mandatory exchange for the principal amount of each Exchangeable Note at Maturity by delivering to holders of the Exchangeable Notes either the specified number of shares of Lyondell Common Stock or cash in an amount equal to the value of such number of shares at the Maturity Price. In the event of such a sale, pledge or conveyance, a holder of the Exchangeable Notes may be more likely to receive cash in lieu of Lyondell Common Stock. As a result, there can be no assurance that ARCO will elect at Maturity to deliver Lyondell Common Stock or, if it so elects, that it will use all or any portion of its current holdings of Lyondell Common Stock to make such delivery. Consequently, holders of the Exchangeable Notes will not be entitled to any rights with respect to the Lyondell Common Stock (including without limitation voting rights and rights to receive any dividends or other distributions in respect thereof) until such time, if any, as ARCO shall have delivered shares of Lyondell Common Stock to holders of the Exchangeable Notes at Maturity thereof. Following consummation of the offering of the Exchangeable Notes, ARCO has advised Lyondell that it intends to cause to resign the five ARCO officers who currently serve on Lyondell's eleven-member Board of Directors; however, ARCO will retain the right to nominate and vote for candidates for Lyondell's Board of Directors. ARCO has also stated that it currently intends, but is not committed pursuant to an agreement or otherwise, to vote its shares of Lyondell Common Stock proportionately to the votes of the non-ARCO stockholders, including with respect to the election of directors; provided, that in the event a person other than ARCO is deemed to own more than 10 percent of the Lyondell Common Stock within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and there occurs a contested proxy solicitation within the meaning of Rule 14a-11(a) of the Exchange Act, ARCO intends to vote its shares as it deems appropriate. ARCO and Lyondell will enter into a registration rights agreement ("Registration Rights Agreement") in connection with the offering of the Exchangeable Notes. ARCO will agree thereunder that it will not, without the prior approval of Lyondell's Board of Directors, prior to the maturity of the Exchangeable Notes, (i) initiate or solicit proposals by a single entity or a group of affiliated entities to acquire all or substantially all of ARCO's Lyondell Common Stock or otherwise to acquire Lyondell, (ii) take action by written consent in lieu of a meeting of Lyondell's stockholders or cause to be called any special Page 6 of 13 Pages meeting of Lyondell's stockholders, (iii) initiate or propose, or solicit proxies in respect of, stockholder proposals with respect to Lyondell, or (iv) solicit proxies or written consents in respect of replacing or adding members of the Lyondell Board of Directors. ARCO will not be precluded from (i) participating in any self tender offer or exchange offer or open market purchase program which may be conducted by Lyondell, (ii) voting its shares of Lyondell Common Stock as it deems proper, or (iii) disclosing (including in response to private inquiries) either its intentions concerning matters to be brought before Lyondell's stockholders or to make such disclosure as ARCO determines appropriate in compliance with its obligations under the federal securities laws. Under the terms and conditions of the Registration Rights Agreement, ARCO will also agree that at any time prior to one year following the maturity date of the Exchangeable Notes, it will not, without the prior approval of Lyondell's Board of Directors or except upon exchange of the Exchangeable Notes as contemplated by the prospectus for the Exchangeable Notes, dispose of (or enter into an agreement contemplating the disposition of) all or any portion of its Lyondell Common Stock in a private sale to a single entity or a group of affiliated entities; provided, that this agreement will not restrict ARCO from selling all or any portion of its Lyondell Common Stock (i) in a public offering intended to result in widespread distribution; (ii) in a Rule 144 transaction under the Securities Act in accordance with the volume limitations set forth therein; (iii) in a Rule 144A transaction intended to result in widespread distribution to institutional buyers; or (iv) pursuant to a tender offer or exchange offer by Lyondell or a third party or a merger or other business combination including Lyondell that is not solicited by ARCO and in which ARCO is treated on substantially comparable terms with other holders of Lyondell Common Stock. Pursuant to the Registration Rights Agreement, ARCO will have the right to require Lyondell to use its best efforts to file up to three registration statements under the Securities Act covering ARCO's shares of Lyondell Common Stock. ARCO will also have the right, if Lyondell files a registration statement, to require Lyondell to register ARCO's shares of Lyondell Common Stock for sale under the Securities Act on such registration statement. If the exercise by ARCO of such "piggyback registration rights" would result in the registration of a number of shares of Lyondell Common Stock that, in the judgment of the managing underwriter for the proposed offering, exceeds the number which can be sold in the offering, the number of shares Page 7 of 13 Pages that ARCO initially intended to register will be reduced. ARCO will pay all costs and expenses relating to the exercise of ARCO's "demand" registration rights. In the event of a "demand" registration, ARCO and Lyondell will indemnify the underwriters of the offering for certain liabilities, including liabilities under the Securities Act in connection with any such registration, except that in the event that ARCO owns less than 20 percent of the Lyondell Common Stock, Lyondell will indemnify both ARCO and the underwriters. ARCO and Lyondell will enter into an Underwriting Agreement with the Representatives of the Underwriters in connection with the offering of the Exchangeable Notes. Pursuant to such agreement, ARCO and Lyondell will indemnify the underwriters for certain liabilities under the Securities Act. ARCO has agreed to pay all costs and expenses incurred by Lyondell in connection with Lyondell's Registration Statement on Form S-3 relating to the Lyondell Common Stock deliverable upon Maturity of the Exchangeable Notes and in connection with the offering of the Exchangeable Notes. In addition, ARCO has agreed to reimburse Lyondell for certain defense costs that may be incurred in respect of the Underwriting Agreement. Other than the agreements described under this Item 6, no arrangements or understandings exist between ARCO (or, to the best of ARCO's knowledge, any persons listed on Schedule I hereto) and any other person with respect to any securities of Lyondell. Item 7. Materials to be Filed as Exhibits. 1. ARCO's Registration Statement on Form S-3 (No. 33-53481) filed with the Commission on May 5, 1994, and incor- porated herein by reference. 2. Form of Underwriting Agreement between ARCO, Lyondell and several Underwriters, filed as Exhibit 1 to ARCO's Registration Statement on Form S-3 (No. 33-53481), filed with the Commission on May 5, 1994, and incorporated herein by reference. 3. Form of ___% Exchangeable Notes due ______, 199__, filed as Exhibit 4.1 to ARCO's Registration Statement on Form S-3 (No. 33-53481), filed with the Commission on May 5, 1994, and incorporated herein by reference. Page 8 of 13 Pages 4. Indenture, dated as of January 1, 1992, between ARCO and The Bank of New York, Trustee, relating to the securities being registered, filed as Exhibit 4.3 to ARCO's Registration Statement on Form S-3 (No. 33-44925), filed with the Commission on January 6, 1992, and incorporated herein by reference. 5. First Supplemental Indenture, dated as of May 1, 1994, between ARCO and The Bank of New York, as Trustee, filed as Exhibit 4.2(b) to ARCO's Registration Statement on Form S-3 (No. 33-53481), filed with the Commission on May 5, 1994, and incorporated herein by reference. 6. Form of Registration Rights Agreement between ARCO and Lyondell, filed as Exhibit 10 to ARCO's Registration Statement on Form S-3 (No. 33-53481), filed with the Commission on May 5, 1994, and incorporated herein by reference. Page 9 of 13 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 By /s/ RONALD J. ARNAULT ---------------------------- Ronald J. Arnault Executive Vice President and Chief Financial Officer Dated: May 5, 1994 Page 10 of 13 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 May 1, 1994, 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 May 1, 1994, certain of the directors and executive officers own Common Stock of Lyondell Petro-chemical 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 ---- -------------------- L. M. Cook Chairman, Chief Executive Officer and Director M. R. Bowlin(a) President, Chief Operating Officer and Director R. J. Arnault Executive Vice President, Chief Financial Officer and Director J. A. Middleton Executive Vice President and Director W. E. Wade, Jr.(b) Executive Vice President and Director H. L. Bilhartz Senior Vice President E. K. Damon, Jr.(c) Senior Vice President K. R. Dickerson Senior Vice President M. W. Downey Senior Vice President
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Principal Occupation Name or Employment ---- -------------------- A. G. Fernandes Senior Vice President M. L. Knowles Senior Vice President F. X. McCormack Senior Vice President and General Counsel W. C. Rusnack(d) Senior Vice President M. E. Wiley Senior Vice President A. L. Comstock Vice President and Controller T. G. Dallas Vice President and Treasurer
________________ (a) Mr. Bowlin purchased on the open market 2,000 shares on January 27, 1994 at a price of $22 per share. (b) Mr. Wade purchased on the open market 1,000 shares on January 26, 1994 at a price of $22 per share. (c) Mr. Damon purchased on the open market 500 shares on October 16, 1989 at a price of $18.55 per share. (d) Mr. Rusnack purchased on the open market 301 shares on March 23, 1989 at a price of $29 per share. 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 R. H. Deihl H. F. Ahmanson & Co. Chairman of (bank holding company) the Board 800 E. Colorado Blvd. Suite 540 Pasadena, CA 91101 J. Gavin Gamma Services International Chairman of (international consulting the Board services) 550 S. Hope St., Suite 1950 Los Angeles, CA 90072
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Principal Occupation Name Business Address or Employment - ---- ---------------- ------------- H. H. Gray University of Chicago President 1126 East 59th Street Emeritus and Chicago, IL 60637 Professor of History P. M. Hawley 444 S. Flower Street Former Chairman Suite 2280 and Chief Execu- Los Angeles, CA 90071 tive Officer of Carter Hawley Hale Stores, Inc. W. F. Kieschnick 515 South Flower Street Retired President, Los Angeles, CA 90071 ARCO K. Kresa Northrop Corporation Chairman, (aerospace) President and 1840 Century Park East Chief Executive Los Angeles, CA 90067 Officer D. T. McLaughlin The Aspen Institute President and (not-for-profit institute) Chief Executive Carmichael Road Officer Queenstown, MD 21658 J. B. Slaughter Occidental College President 1600 Campus Road Los Angeles, CA 90041 H. B. Waldron 20 Stanford Drive Former Chairman Farmington, CT 06032 of the Board and Chief Executive Officer of Avon Products, Inc. H. Wendt SmithKline Beecham Chairman of the (health care products) Board One Franklin Plaza 16th & Race Streets Philadelphia, PA 19101
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