-----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, OXBHvvz65AhaoLyJprWkkWEnht5Hxk65latD19OY3h1ZunuRJGdePI1Y7Qr8euxs trQy+Xcc4kAzdTiQfib7OQ== 0000950109-96-008741.txt : 19970102 0000950109-96-008741.hdr.sgml : 19970102 ACCESSION NUMBER: 0000950109-96-008741 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961231 EFFECTIVENESS DATE: 19961231 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCO CHEMICAL CO CENTRAL INDEX KEY: 0000819544 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 510104393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19023 FILM NUMBER: 96688621 BUSINESS ADDRESS: STREET 1: 3801 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 2153592000 S-8 1 FORM S-8 REGISTRATION STATEMENT Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 --------------------------- ARCO Chemical Company (Exact name of Registrant as specified in its charter) Delaware 51-0104393 - ----------------------------------------------------- ---------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 3801 West Chester Pike, Newtown Square, Pennsylvania 19073-2387 - ----------------------------------------------------- ----------------------- (Address of Principal Executive Offices) (Zip Code) ARCO CHEMICAL COMPANY 1990 LONG-TERM INCENTIVE PLAN (Full title of the plan) -------------------------------------------------- Robert J. Millstone, Esq. Copy to: Kathy Habecker Gaddes, Esq. Vice President, General Counsel and ARCO Chemical Company Secretary 3801 West Chester Pike ARCO Chemical Company Newtown Square, PA 19073-2387 3801 West Chester Pike (610) 359-3208 Newtown Square, PA 19073-2387 (610) 359-3255 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE ==================================================================================================== Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered* Offering Price Per Aggregate Offering Registration Registered Share** Price** Fee Common Stock, par 200,000 shares $ 48.3125 $9,662,500 $2,928.03 value $1.00 per share - ----------------------------------------------------------------------------------------------------
* This Registration Statement also relates to such indeterminate number of additional shares as may be offered as a result of stock splits, stock dividends or similar transactions. ** The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended. Such prices are based on a price of $48.3125, which is the average of the high and low sale prices per share of the Registrant's Common Stock on December 26, 1996, as reported on the New York Stock Exchange Composite Tape. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed to register 200,000 additional shares of common stock, par value $1.00 per share ("Common Stock"), of ARCO Chemical Company (the "Company"), authorized for issuance under the terms of the ARCO Chemical Company 1990 Long-Term Incentive Plan. The content of the Registration Statement on Form S-8, Registration No. 33-38062, filed with the Securities and Exchange Commission on December 3, 1990, is hereby incorporated by reference. Item 5. Interests of Named Experts and Counsel -------------------------------------- The legality of the Common Stock offered pursuant to this Registration Statement will be passed upon for the Company by Robert J. Millstone, Esq., Vice President, General Counsel and Secretary of the Company. As of December 30, 1996, Mr. Millstone owned an aggregate of 1,165.719 shares of Common Stock, held under a Company benefit plan, and options to purchase another 35,100 shares of Common Stock. Mr. Millstone disclaims beneficial ownership of an additional 308.289 shares of Common Stock held in a custodial account for his minor son and a trust for his adult son. II-1
Item 8. Exhibits -------- Number Description Method of Filing - -------- ------------------------------------------ ------------------ 5 Opinion of Robert J. Millstone, Esq., Vice Filed herewith President, General Counsel and Secretary of the Company as to the legality of the securities being registered 23.1 Consent of Robert J. Millstone, Esq.,Vice Included in Exhibit 5 President, General Counsel and Secretary of the Company 23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith 24 Power of Attorney authorizing John A. Shaw Filed herewith to sign the Registration Statement and all amendments thereto on behalf of certain directors and officers of the Company
II-2 SIGNATURES ---------- The Registrant. Pursuant to the requirements of the Securities Act of -------------- 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Newtown Square, Commonwealth of Pennsylvania, on this 31st day of December, 1996. ARCO Chemical Company By: ALAN R. HIRSIG ------------------------------------- Alan R. Hirsig President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons, in the capacities and on the date indicated.
Signature Capacity Date --------- -------- ---- MIKE R. BOWLIN* Chairman of the Board December 31, 1996 - --------------------------- and Director Mike R. Bowlin ALAN R. HIRSIG President, December 31, 1996 - --------------------------- Chief Executive Officer and Director Alan R. Hirsig MARVIN O. SCHLANGER* Executive Vice President, December 31, 1996 - --------------------------- Chief Operating Officer and Director Marvin O. Schlanger WALTER J. TUSINSKI* Senior Vice President, December 31, 1996 - --------------------------- Chief Financial Officer and Director Walter J. Tusinski
II-3
Signature Capacity Date --------- -------- ---- RONALD J. ARNAULT* Director December 31, 1996 - ------------------------------- Ronald J. Arnault WALTER F. BERAN* Director December 31, 1996 - ------------------------------- Walter F. Beran ANTHONY G. FERNANDES* Director December 31, 1996 - ------------------------------- Anthony G. Fernandes MARIE L. KNOWLES* Director December 31, 1996 - ------------------------------- Marie L. Knowles JAMES A. MIDDLETON* Director December 31, 1996 - ------------------------------- James A. Middleton FRANK SAVAGE* Director December 31, 1996 - ------------------------------- Frank Savage ROBERT H. STEWART, III* Director December 31, 1996 - -------------------------------- Robert H. Stewart, III JOHN A. SHAW Vice President and Controller December 31, 1996 - -------------------------------- (principal accounting officer) John A. Shaw * By: JOHN A. SHAW December 31, 1996 --------------------------- John A. Shaw (Attorney in fact)
II-4 EXHIBIT INDEX -------------
Number Description Method of Filing - ------ ------------------------------------------- --------------------- 5 Opinion of Robert J. Millstone, Esq., Vice Filed herewith President, General Counsel and Secretary of the Company as to the legality of the securities being registered 23.1 Consent of Robert J. Millstone, Esq., Vice Included in Exhibit 5 President, General Counsel and Secretary of the Company 23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith 24 Power of Attorney authorizing John A. Shaw Filed herewith to sign the Registration Statement and all amendments thereto on behalf of certain directors and officers of the Company
EX-5 2 OPINION OF ROBERT J. MILLSTONE, ESQ. [LETTERHEAD OF ARCO CHEMICAL COMPANY APPEARS HERE] December 31, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration Statement on Form S-8 Relating to the ARCO Chemical Company 1990 Long-Term Incentive Plan ------------------------------------- Dear Sir or Madam: I am the Vice President, General Counsel and Secretary of ARCO Chemical Company (the "Company"). I have reviewed the ARCO Chemical Company 1990 Long- Term Incentive Plan, as amended (the "Plan"), and have considered the purposed sale of an additional 200,000 shares of the Company's Common Stock, par value $1.00 per share ("Common Stock"), under the Plan. This opinion is furnished as an exhibit to the Registration Statement referred to above. Based on such examination of corporate records, documents, and questions of law as I have considered necessary, I am of the opinion that, when the shares of Common Stock are sold in the manner contemplated by the Registration Statement and the Plan, they will be legally issued, fully paid, and non-assessable. I consent to the filing of this opinion as an exhibit to the Registration Statement referred to above. Very truly yours, /s/ Robert J. Millstone - ------------------------ Robert J. Millstone EXHIBIT 5 EXHIBIT 23.1 EX-23.2 3 CONSENT OF COOPERS & LYBRAND LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 1996 on our audits of the consolidated financial statements of ARCO Chemical Company as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994, and 1993, which is included in the Annual Report on Form 10-K of ARCO Chemical Company for the year ended December 31, 1995. Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, PA December 31, 1996 EXHIBIT 23.2 EX-24 4 POWER OF ATTORNEY ARCO CHEMICAL COMPANY POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Alan R. Hirsig, Robert J. Millstone, John A. Shaw, and Walter J. Tusinski, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to effect the following acts as necessary or appropriate for the conduct of the business and affairs of ARCO Chemical Company (the "Company"): I. In connection with any outstanding security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (1) to execute any singular or periodic report required or permitted to be filed under the Securities Exchange Act of 1934, as amended, including specifically the Company's Annual Report on Form ------------ 10-K for the fiscal year ended December 31, 1995; and (2) to file or cause to be filed such report with the Commission, any national or foreign securities exchange, any securities industry self-regulatory organization, any state or other jurisdiction of the United States, and any jurisdiction outside the United States, in each case as required or permitted by applicable law; II. In connection with the issuance, offering, or sale of any securities authorized by the Board of Directors of the Company or by the Executive Committee thereof pursuant to due authorization by such Board, or in connection with the issuance, offering or sale of any security, participation or interest in any employee or executive compensation or benefit plan authorized and approved by the Board of Directors of the Company or by the Executive or Compensation Committees thereof pursuant to due authorization by such Board (1) to execute and file, or cause to be filed, with the Securities and Exchange Commission (the "Commission"). (A) Registration Statements and any and all amendments (including post-effective amendments) thereto, and to file, or cause to be filed, all exhibits thereto and other documents in connection therewith as required or permitted by the Commission in connection with such registration under the Securities Act of 1933, as amended, and (B) any singular or periodic report or other document required or permitted to be filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended; (2) to execute and file, or cause to be filed, any application for registration or exemption therefrom, or any report or any other document required or permitted to be filed by the Company under the Blue Sky or securities laws of any state or other jurisdiction of the United States, and to furnish any other information required in connection therewith, including any reports or other documents required or permitted to be filed subsequent to the issuance of such securities; (3) to execute and file, or cause to be filed, any application for registration or exemption therefrom under the securities laws of any jurisdiction outside the United States, including any reports or other documents required or permitted to be filed subsequent to the issuance of such securities; and (4) to execute and file, or cause to be filed, any application for listing such securities on any national or foreign securities exchange; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act required to be done as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue of this Power of Attorney. EXHIBIT 24 Each such attorney-in-fact and agent shall have the right to indemnification for any action taken or omitted pursuant to this Power of Attorney provided in the By-Laws of the Company to officers and directors for service as such, including, but not limited to, the non-exclusivity provisions of such By-Laws. Each person whose signature appears below may at any time revoke this Power of Attorney, as to himself or herself only, by an instrument in writing specifying that this Power of Attorney is revoked as to him or her as of the date of delivery of such revocation to the Secretary of the Company or at a subsequent specified date. This Power of Attorney shall be revoked automatically with respect to any person whose signature appears below effective on the date he or she ceases to be a member of the Board of Directors, or in the case of Mr. Shaw, on the date he ceases to be principal accounting officer of the Company. Any revocation shall not void or otherwise affect any acts performed by any attorney-in fact and agent named herein pursuant to this Power of Attorney prior to the effective date of such revocation. This instrument may be executed in multiple counterparts each of which shall be deemed as original and all of which together shall be deemed one instrument. Signature Title Date --------- ----- ---- /s/ MIKE R. BOWLIN Chairman of the Board November 19, 1996 - ---------------------------- and Director Mike R. Bowlin /s/ ALAN R. HIRSIG President, Chief Executive November 19, 1996 - ---------------------------- Officer and Director Alan R. Hirsig /s/ MARVIN O. SCHLANGER Executive Vice President, November 19, 1996 - ---------------------------- Chief Operating Officer Marvin O. Schlanger and Director /s/ WALTER J. TUSINSKI Senior Vice President. November 19, 1996 - ---------------------------- Chief Financial Officer Walter J. Tusinski and Director /s/ RONALD J. ARNAULT - ---------------------------- Director November 19, 1996 Ronald J. Arnault /s/ WALTER F. BERAN - ---------------------------- Director November 19, 1996 Walter F. Beran /s/ ANTHONY G. FERNANDES - ---------------------------- Director November 19, 1996 Anthony G. Fernandes /s/ MARIE L. KNOWLES - ---------------------------- Director November 19, 1996 Marie L. Knowles
Signature Title Date --------- ----- ---- /s/ JAMES A. MIDDLETON - ------------------------------ Director November 19, 1996 James A. Middleton /s/ FRANK SAVAGE - ------------------------------ Director November 19, 1996 Frank Savage /s/ ROBERT H. STEWART, III - ------------------------------ Director November 19, 1996 Robert H. Stewart, III
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