SC 14D1/A

 
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
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                                AMENDMENT NO. 4
                                      TO
                                SCHEDULE 14D-1
                            TENDER OFFER STATEMENT
                         PURSUANT TO SECTION 14(D)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                      AND
                                AMENDMENT NO. 3
                                      TO
                                 SCHEDULE 13D*
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
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                             ARCO CHEMICAL COMPANY
                           (NAME OF SUBJECT COMPANY)
 
                       LYONDELL ACQUISITION CORPORATION
                        LYONDELL PETROCHEMICAL COMPANY
                                   (BIDDERS)
 
                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
 
                                  001920-10-7
                            -----------------------
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                             KERRY A. GALVIN, ESQ.
                       LYONDELL ACQUISITION CORPORATION
                      C/O LYONDELL PETROCHEMICAL COMPANY
                           1221 MCKINNEY, SUITE 1600
                             HOUSTON, TEXAS 77010
                                (713) 652-7300
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
                   AND COMMUNICATIONS ON BEHALF OF BIDDERS)
 
                                   COPY TO:
                               STEPHEN A. MASSAD
                             BAKER & BOTTS, L.L.P.
                                ONE SHELL PLAZA
                                 910 LOUISIANA
                           HOUSTON, TEXAS 77002-4995
                                (713) 229-1234
 
                                 JULY 16, 1998
        (DATE OF EVENT WHICH REQUIRES FILING AMENDMENT TO SCHEDULE 13D)
 
 *  This Statement also constitutes Amendment No. 3 to the Statement on
    Schedule 13D of Lyondell Acquisition Corporation and Lyondell
    Petrochemical Company dated June 18, 1998 and filed July 2, 1998 with
    respect to the shares of Common Stock, par value $1.00 per share, of ARCO
    Chemical Company, as amended by Amendment No. 1 thereto, filed July 2,
    1998, and Amendment No. 2 thereto filed July 15, 1998.
 
 
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  This Amendment No. 4 to Tender Offer Statement on Schedule 14D-1 also
constitutes Amendment No. 3 to the Statement on Schedule 13D dated June 18,
1998 and filed July 2, 1998, as amended by Amendment No. 1 thereto filed July
2, 1998 and Amendment No. 2 thereto filed July 15, 1998, with respect to the
possible beneficial ownership of Shares (as defined below) by Lyondell
Petrochemical Company, a Delaware corporation ("Lyondell"), and Lyondell
Acquisition Corporation (the "Purchaser"), pursuant to the Tender and Voting
Agreement (as defined in the Schedule 14D-1 as originally filed). The cover
page above and item numbers and responses thereto below are in accordance with
the requirements of Schedule 14D-1.
 
  Lyondell and the Purchaser hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1, filed with the Securities and Exchange Commission
on June 24, 1998, as amended, with respect to the Purchaser's offer to
purchase all of the outstanding shares of common stock, par value $1.00 per
share (the "Shares"), of ARCO Chemical Company, a Delaware corporation (the
"Company"), at $57.75 per Share, net to the seller in cash.
 
 
 
  The Purchaser and Lyondell hereby amend and restate the introductory
paragraph under Section 14 ("Certain Conditions of the Offer") in the Offer to
Purchase, which was filed as Exhibit (a)(1) to the Schedule 14D-1, as follows:
 
  Notwithstanding any other term of the Offer but subject to the terms and
conditions of the Merger Agreement, Purchaser will not be required to accept
for payment or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act (relating to the
Purchaser's obligation to pay for or return tendered Shares after the
termination or withdrawal of the Offer), to pay for any Shares tendered
pursuant to the Offer if, before the Expiration Date, (i) the Minimum
Condition shall not have been satisfied or (ii) the HSR Condition shall not
have been satisfied. Furthermore, Purchaser will not be required to accept for
payment or, subject as aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may terminate the Offer if after the
date of the Merger Agreement and before the Expiration Date, any of the
following conditions has occurred and continues to exist as of a scheduled
expiration date of the Offer (as extended, if required, pursuant to the Merger
Agreement), other than as a result of a breach by Lyondell or Purchaser of any
of their obligations under the Merger Agreement:
 
ITEM 10. ADDITIONAL INFORMATION.
 
  (B) AND (C) On July 10, 1998, at 11:59 p.m., New York City time, the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with
respect to the Offer expired.
 
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
 
  (H) Press Release dated July 15, 1998.
 
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                                   SIGNATURE
 
  After due 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.
 
Dated: July 20, 1998
 
Lyondell Acquisition Corporation
 
By:     /s/   Kerry A. Galvin
  -------------------------------------
Name: Kerry A. Galvin
Title: Vice President
 
Lyondell Petrochemical Company
 
By:     /s/   Kerry A. Galvin
  -------------------------------------
Name: Kerry A. Galvin
Title: Chief Corporate Counsel and Corporate Secretary
 
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EX-99

 
                                                    [LYONDELL LOGO APPEARS HERE]


NEWS
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ONE HOUSTON CENTER, 1221 MCKINNEY AVE., P.O. BOX 3646, HOUSTON, TEXAS 77253-3646
(713)652-7200


                         LYONDELL ANNOUNCES EXPIRATION
                      OF HART-SCOTT-RODINO WAITING PERIOD


HOUSTON, July 15, 1998 -- Lyondell Petrochemical Company (NYSE: LYO) today 
announced that the Hart-Scott-Rodino waiting period regarding the company's 
acquisition of ARCO Chemical expired at 12:00 midnight, Eastern Daylight Time, 
on Friday, July 10, 1998.

     Lyondell's all-cash tender offer for all outstanding shares of ARCO 
Chemical Company (NYSE:RCM) common stock will expire at 12:00 midnight, Eastern 
Daylight Time, on Wednesday, July 22, 1998, unless extended, subject to the 
terms and conditions of the offer.


LYONDELL PETROCHEMICAL COMPANY - headquartered in Houston, Texas - is a major 
chemical and refining company, with majority ownership positions in the premier 
olefins, polymers and refining companies in North America, Lyondell is:
 .    The largest producer of ethylene, propylene and polyethylene in North
     America and a leading producer of high value-added specialty polymers,
     color concentrates and polymeric powder through its 41% interest in
     Equistar Chemicals, LP.
 .    One of the largest and most profitable refiners in the United States,
     processing very heavy Venezuelan crude oil to produce gasoline, low sulfur
     diesel and jet fuel, through its 58.75% interest in LYONDELL-CITGO Refining
     Company Ltd.
 .    The third largest methanol producer in the U.S., through its 75% interest 
     in Lyondell Methanol Company L.P.

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Investors - Kevin DeNicola (713)652-4590