-----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, TWjsEi/7sdgVfjD5ltkao92jemnMRjaYpeu+3cZbYtInqs+4VBbjBFdB6IhrS3Vm aAk6PvnkpeW5YpXkss7jBw== 0001036050-97-000773.txt : 19970925 0001036050-97-000773.hdr.sgml : 19970925 ACCESSION NUMBER: 0001036050-97-000773 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970924 EFFECTIVENESS DATE: 19970924 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: SEC FILE NUMBER: 333-36239 FILM NUMBER: 97684591 BUSINESS ADDRESS: STREET 1: 3801 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 2153592000 S-8 1 ARCO CHEMICAL COMPANY As filed with the Securities and Exchange Commission on September 24, 1997 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 (I.R.S. Employer incorporation or organization) Identification No.) 3801 West Chester Pike, Newtown Square, Pennsylvania 19073-2387 - ---------------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) ARCO CHEMICAL COMPANY RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS (Full title of the plan) - -------------------------------------------------------------------------------- Robert J. Millstone, Esq. Copy to: Kathy Habecker Gaddes, Esq. Vice President, General Counsel and Secretary ARCO Chemical Company ARCO Chemical Company 3801 West Chester Pike 3801 West Chester Pike Newtown Square, PA 19073-2387 Newtown Square, PA 19073-2387 (610) 359-3208 (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 75,000 shares $44.9375 $3,370,312.50 $1,021.31 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 $44.9375, which is the average of the high and low sale prices per share of the Registrant's Common Stock on September 19, 1997, as reported on the New York Stock Exchange Composite Tape. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ---------------------------------------------------- Item 1. Plan Information ---------------- Information required by this Item is omitted from the Registration Statement in accordance with the Introductory Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information ----------------------------------------------------------- Information required by this Item is omitted from the Registration Statement in accordance with the Introductory Note to Part I of Form S-8. PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents filed by ARCO Chemical Company (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996. (b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997 and June 30, 1997. (c) The Company's Current Reports on Form 8-K, dated June 27, 1997 and July 21, 1997. (d) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act after December 31, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. 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 August 31, 1997, Mr. Millstone owned an aggregate of 2,389 shares of Common Stock, held directly and under a Company benefit plan, and options to purchase another 48,300 shares of Common Stock. Mr. Millstone disclaims beneficial ownership of an additional 318 shares of Common Stock held in a custodial account for his minor son and a trust for his adult son. II-1 Item 6. Indemnification of Directors and Officers ----------------------------------------- A. Reference is made to Section 25 of the By-Laws of the Company and to Section 145 of the General Corporation Law of the State of Delaware as set forth below. 1. Section 25 of the By-Laws of the Company provides: (a) Right to Indemnification. Each person who was or is a party or is ------------------------ threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any threatened, pending or completed action, suit or proceeding, or any inquiry that such person in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as such a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer (or to serve another entity at the request of the Company) and shall inure to the benefit of such person's heirs, personal representatives and estate; provided, however, that, except as provided in ------------------ paragraph (b) hereof, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person against the Company only if such proceeding (or part thereof) was authorized prior to its initiation by a majority of the disinterested members of the Board of Directors of the Company. The rights to indemnification conferred in this Section shall include the right to be paid by the Company any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the ------------------ General Corporation Law of Delaware requires, payment shall be made to or on behalf of a person only upon delivery to the Company of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Section or otherwise. The rights to indemnification conferred in this Section shall be deemed to be a contract between the Company and each person who serves in the capacities described above at any time while this Section is in effect. Any repeal or modification of this Section shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder. II-2 (b) Right of claimant to appeal and to bring suit. If a claim under --------------------------------------------- paragraph (a) of this Section is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may submit a written appeal to the Chairman of the Board. If the claim is not paid in full by the Company within thirty days after a written appeal has been received by the Chairman of the Board, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting or defending such claim. In any action brought by the claimant to enforce a right to indemnification hereunder or by the Company to recover payments by the Company for expenses incurred by a claimant in a proceeding in advance of its final disposition, the burden of proving that the claimant is not entitled to be indemnified under this Section or otherwise shall be on the Company. Neither the failure of the Company (including its Board of Directors or its independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the General Corporation Law of Delaware, nor an actual determination by the Company (including its Board of Directors or its independent legal counsel) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct or, in the case of such an action brought by the claimant, be a defense to the action. (c) Non-exclusivity of rights. The right to indemnification and the ------------------------- payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Company's Certificate of Incorporation, any By-Law, any agreement, a vote of Company stockholders or of disinterested Company directors or otherwise, both as to action in that person's official capacity and as to action in any other capacity by holding such office, and shall continue after the person ceases to serve the Company as a director or officer or to serve another entity at the request of the Company. (d) Insurance. The Company may maintain insurance, at its expense, to --------- protect itself and any director or officer of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware. (e) Indemnity agreements. The Company may from time to time enter -------------------- into indemnity agreements with the persons who are members of its Board of Directors and with such officers or other persons as the Board may designate, such indemnity agreements to provide in substance that the Company will indemnify such persons to the fullest extent of the provisions of this Section 25. (f) Indemnification of employees and agents of the Company. The ------------------------------------------------------ Company may, under procedures authorized from time to time by the Board of Directors, grant rights to indemnification, and to be paid by the Company the expenses incurred in defending any II-3 proceeding in advance of its final disposition, to any employee or agent of the Company to the fullest extent of the provisions of this Section 25. 2. Section 145 of the General Corporation Law of the State of Delaware provides: (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. II-4 (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. II-5 (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). B. Under the Administrative Services Agreement between Atlantic Richfield Company ("ARCO") and the Company, ARCO provides the Company with insurance coverage under ARCO's Directors' and Officers' Liability Insurance, to the extent authorized by the By-Laws of the Company and the laws of the State of Delaware. Such coverage currently has a limit of $205,000,000. Item 7. Exemption from Registration Claimed ----------------------------------- None. Item 8. Exhibits --------
Number Description Method of Filing - ------ ----------------------------------------------------- ---------------- 4 ARCO Chemical Company Restricted Stock Plan for Filed herewith Outside Directors. 5 Opinion of Robert J. Millstone, Esq., Vice President, Filed herewith 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 President, Included in Exhibit 5 General Counsel and Secretary of the Company. 23.2 Consent of Coopers & Lybrand L.L.P. Filed herewith
II-6 24 Power of Attorney authorizing Van Billet to sign the Filed herewith Registration Statement and all amendments thereto on behalf of certain directors and officers of the Company. Item 9. Undertakings ------------ (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-7 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-8 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 24th day of September, 1997. 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 --------- -------- ---- ANTHONY G. FERNANDES* Chairman of the Board September 24, 1997 - --------------------------- and Director Anthony G. Fernandes ALAN R. HIRSIG President, September 24, 1997 - --------------------------- Chief Executive Officer and Alan R. Hirsig Director MARVIN O. SCHLANGER* Executive Vice President, September 24, 1997 - --------------------------- Chief Operating Officer and Director Marvin O. Schlanger WALTER J. TUSINSKI* Senior Vice President, September 24, 1997 - --------------------------- Chief Financial Officer and Director Walter J. Tusinski
II-9
Signature Capacity Date --------- -------- ---- WALTER F. BERAN* Director September 24, 1997 - ------------------------------ Walter F. Beran MARIE L. KNOWLES* Director September 24, 1997 - ------------------------------ Marie L. Knowles JAMES A. MIDDLETON* Director September 24, 1997 - ------------------------------ James A. Middleton STEPHEN R. MUT* Director September 24, 1997 - ------------------------------ Stephen R. Mut FRANK SAVAGE* Director September 24, 1997 - ------------------------------ Frank Savage ROBERT H. STEWART, III* Director September 24, 1997 - ------------------------------ Robert H. Stewart, III VAN BILLET Vice President and Controller September 24, 1997 - ------------------------------ (principal accounting officer) Van Billet September 24, 1997 * By: VAN BILLET - ------------------------------ Van Billet (Attorney in fact)
EXHIBIT INDEX -------------
Number Description Method of Filing ------ -------------------------------------------------- ---------------- 4 ARCO Chemical Company Restricted Stock Plan Filed herewith for Outside Directors. 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 Van Billet to sign Filed herewith the Registration Statement and all amendments thereto on behalf of certain directors and officers of the Company.
EX-4 2 ARCO CHEMICAL CO. RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS EXHIBIT 4 ----------- ARCO CHEMICAL COMPANY RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS The ARCO Chemical Company Restricted Stock Plan for Outside Directors is set forth as follows: I. Purposes of the Plan. The purposes of this Plan are to provide Outside Directors serving on the Board of Directors of ARCO Chemical Company with a specific incentive to work for the long-range growth and success of the Company, to align more closely their interests with those of the Company's stockholders, and to facilitate the attraction and retention of Outside Directors of superior capability. II. Definitions. As used herein, the following terms shall have the following meanings: 2.1 "Annual Compensation" shall mean the sum of the annual retainer payable to an Outside Director and the annual fee payable to an Outside Director for service as Chair of any committee in any year, as such amounts are established by the Board from time to time; provided, however, that Annual Compensation shall not include meeting fees, which are payable exclusively in cash to Outside Directors, or any other payment in respect of compensation for services, such as consulting fees, if any, that may be payable to an Outside Director from time to time. 2.2 "Board" shall mean the Board of Directors of ARCO Chemical Company. 2.3 "Change of Control" shall mean Change of Control of ARCO Chemical Company as defined in the ARCO Chemical Company Trust Agreement For Outside Directors Benefit Plans between ARCO Chemical Company and The State Street Bank and Trust Company, effective as of July 1, 1994. 2.4 "Committee" shall mean the Outside Directors Compensation Committee of the Board of Directors of ARCO Chemical Company. 2.5 "Common Stock" shall mean the common stock of ARCO Chemical Company having a par value of $1.00 per share. 2.6 "Company" shall mean ARCO Chemical Company. 2.7 "Fair Market Value" of a share of Common Stock shall be the mean between the highest and lowest sales prices, or the closing sales price of a share of Common Stock, whichever is higher, on the date in question as reported on the composite tape for issues listed on the New York Stock Exchange. 2.8 "Mandatory Retirement Age" shall mean the mandatory retirement age for Outside Directors established by the By-Laws of ARCO Chemical Company. 2.9 "Outside Director" shall mean any member of the Board of Directors of ARCO Chemical Company that is neither a director, officer or employee of Atlantic Richfield Company nor an officer or employee of ARCO Chemical Company nor a director, officer or employee of any of the affiliates of ARCO Chemical Company or Atlantic Richfield Company. 2.10 "Plan" shall mean this ARCO Chemical Company Restricted Stock Plan for Outside Directors, including any amendments hereof and rules and regulations hereunder. 2.11 "Restricted Stock" shall mean shares of Common Stock awarded under this Plan, which are subject to certain forfeiture and transferability restrictions as provided in the Plan, in regulations of the Outside Director Compensation Committee, and in the agreement evidencing the grant of such Restricted Stock. III. Participation. Participation in the Plan is limited to Outside Directors of ARCO Chemical Company. IV. Administration of the Plan. The Plan shall be administered by the Committee. The Committee is authorized to adopt rules regarding the administration of the Plan, including, but not limited to, procedures regarding the timing and form of distributions and elections under the Plan. The Committee may delegate any responsibility relating to the administration of the Plan to one or more employees of the Company. The Committee shall act upon all matters relating to the interpretation and construction of the Plan. Any interpretation, construction or any other action made or taken pursuant to the provisions of the Plan by the Committee shall be final, binding and conclusive for all purposes and upon all persons including the Company, its Outside Directors and their respective successors in interest. V. Grant of Restricted Stock. A. Each Outside Director who (i) is an active participant in the ARCO Chemical Company Retirement Plan for Outside Directors as of September 30, 1997 and (ii) will not attain Mandatory Retirement Age prior to December 31, 1997, may elect to convert to Restricted Stock the present value of the accrued benefit of such Outside Director under the ARCO Chemical Company Retirement Plan for Outside Directors, effective as of October 1, 1997. Effective October 1, 1997, each Outside Director who elected such conversion shall receive shares of Restricted Stock equal to the present value of his or her aggregate accrued benefit under the ARCO Chemical Company Retirement Plan for Outside Directors. For purposes of determining the number of shares of Restricted Stock to which an Outside Director is entitled pursuant to such conversion, the average Fair Market Value of a share of Common Stock during the ten (10) trading days preceding the date of conversion shall be used. B. Each Outside Director who (i)is an active participant in the ARCO Chemical Company Deferral Plan for Outside Directors as of September 30, 1997 and (ii) will not attain Mandatory Retirement Age prior to December 31, 1997, may elect to convert to Restricted Stock the present value of his or her account balance, or any portion thereof, in the ARCO Chemical Company Deferral Plan for Outside Directors, effective as of October 1, 1997. Effective October 1, 1997, each Outside Director who elected such conversion shall receive shares of Restricted Stock equal to the present value of all or such portion of his or her account balance under the ARCO Chemical Company Deferral Plan for Outside Directors. For purposes of determining the number of shares of Restricted Stock to which an Outside Director is entitled pursuant to such conversion, the average Fair Market Value of a share of Common Stock during the ten (10) trading days preceding the date of conversion shall be used. C. Effective October 1, 1997, pursuant to procedures adopted by the Committee, each Outside Director shall elect to receive in shares of Restricted Stock a percentage of the Annual Compensation to be paid to such Outside Director during the period that such Outside Director serves on the Board; provided, that in no event shall any Outside Director elect to receive less than - -------- sixty-five percent (65%) of the Annual Compensation in shares of Restricted Stock. Subject to Section VII hereof, the award of shares of Restricted Stock shall be made annually, pursuant to procedures adopted by the Committee based on the Fair Market Value of a share of Common Stock on the date of the award or the next preceding trading date of Common Stock; provided, that for purposes of the -------- award of shares of Restricted Stock made for the period from October 1, 1997 to December 31, 1997, the average Fair Market Value of a share of Common Stock during the ten (10) trading days preceding the date of award shall be used. D. Dividends earned on any award of shares of Restricted Stock under Subparagraphs A, B and C shall be reinvested in additional shares of Restricted Stock on the date such dividends are earned; and such additional shares of Restricted Stock shall be subject to the terms and conditions generally applicable to Restricted Stock under the Plan. VI. Terms and Conditions of Restricted Stock. All Restricted Stock granted or issued under the Plan shall be subject to the following terms and conditions: A. Subject to the terms and conditions of this Plan, (i) shares of Restricted Stock have voting and other rights incident to ownership, including the right to receive dividends and (ii) dividends accruing on shares of Restricted Stock shall be reinvested in shares of Restricted Stock. B. Each share of Restricted Stock shall become nonforfeitable upon the earlier of (i) retirement at Mandatory Retirement Age, (ii) Change of Control, (iii) death, (iv) termination of membership on the Board due to a disability, or (v) termination prior to Mandatory Retirement Age with the consent of a majority of the remaining members of the Board. Termination prior to Mandatory Retirement Age with the consent of a majority of the remaining members includes the failure to be nominated for re-election or the failure to be re-elected to the Board. If the Outside Director terminates membership on the Board prior to Mandatory Retirement Age for any reason other than a Change of Control or such Outside Director's death, termination of membership on the Board due to disability or termination effected with the consent of the majority of the remaining members of the Board, the shares of Restricted Stock in the Outside Director's account shall be forfeited. Notwithstanding anything to the contrary contained herein, any payments of Restricted Stock to an Outside Director during the year in which such Outside Director leaves the Board, which are not otherwise forfeited, shall be prorated for such year. C. For the period during which shares of Restricted Stock are subject to forfeiture under Subparagraph B hereof or are being held for later distribution pursuant to a deferral election under Subparagraph D hereof, such shares shall be nontransferable and nonassignable and may not be sold, assigned, pledged or otherwise transferred or encumbered by the Outside Director, and any attempt to do so shall be void. D. Each Outside Director shall make an election upon entry into the Plan to govern the distribution of benefits subsequent to Mandatory Retirement Age, subject to any time, form and other procedures regarding such election as are prescribed by the Committee. Such election shall be irrevocable. An Outside Director may request that the Committee consider a change in the election, but any such change shall be made in the sole discretion of the Committee. Restricted Stock shall continue to be nontransferable and nonassignable until distributed. VII. Common Stock Subject to Plan. The maximum number of shares of Common Stock that may be issued under the Plan shall not in the aggregate exceed 75,000 shares of Common Stock, subject to the adjustments under Paragraph VIII. Common Stock issued under the Plan shall be Common Stock which is treasury stock; provided that if there is no treasury -------- stock, the Company may purchase shares of Common Stock on the open market for issuance under the Plan. Shares of Restricted Stock that have been forfeited may again become available for the award under this Plan. VIII. Adjustments. If the class of shares then subject to the Plan is changed into or exchanged for a different number or kind of shares or securities, as a result of any one or more stock splits, reverse stock splits, stock dividends, recapitalizations, reorganizations, share exchanges or similar events, the Committee shall make such adjustments that it deems necessary in the number and/or type of shares or securities for which Restricted Stock has been or may thereafter be granted under this Plan. IX. General Provisions. A. Each member of the Committee may rely upon information reported to him or her by officers or employees of the Company with responsibility for matters related to the Plan, and shall not be liable for any act done or omitted, except in circumstances that would constitute a failure to comply with the standard of conduct applicable to such member under the General Corporation Law of Delaware. Each member of the Committee shall have the right to indemnification in accordance with Section 25 of the Company's By-Laws for any damages sustained by such member relating to the administration of this Plan. B. The grant of shares of Restricted Stock under the Plan shall not constitute an assurance of service on the Board or of nomination to or continuation of service on the Board, such service being subject to election by the stockholders and the will of the Board, or in any way interfere with or limit the right of stockholders to remove any Outside Director from the Board. C. The Plan and the grant of Restricted Stock hereunder shall be subject to all applicable rules and regulations of governmental and other authorities. The Company shall require the withholding of any and all taxes that the Company believes to be required to be withheld by any government or agency thereof. D. Shares of Common Stock received with respect to an award of Restricted Stock pursuant to a stock split, stock dividend or other change in the capitalization of the Company will be held subject to the same restrictions on transferability that are applicable to such shares of Restricted Stock. X. Amendment, Suspension or Termination of the Plan. The Board of Directors of the Company may suspend, terminate or amend this Plan at any time. No amendment, suspension or termination of the Plan shall deprive Outside Directors of any Restricted Stock granted under the Plan on or before such date. XI. Effective Date. The effective date of the Plan is October 1, 1997. EX-5 3 OPINION OF ROBERT J. MILLSTONE EXHIBIT 5 ------------- EXHIBIT 23.1 ------------- [LETTERHEAD] September 24, 1997 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 Restricted Stock Plan for Outside Directors ---------------------------------------------------------------- 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 Restricted Stock Plan for Outside Directors (the "Plan"), and have considered the proposed sale of 75,000 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 EXHIBIT 5 EXHIBIT 23.1 EX-23.2 4 CONSENT OF COOPER & LYBRAND EXHIBIT 23.2 --------------- 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, 1997 on our audits of the consolidated financial statements of ARCO Chemical Company as of December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995, and 1994, which is included in the Annual Report on Form 10-K of ARCO Chemical Company for the year ended December 31, 1996. Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, PA September 24, 1997 EXHIBIT 23.2 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 ---------------- ARCO CHEMICAL COMPANY POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Van Billet, Alan R. Hirsig, Robert J. Millstone, 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, 1996; and (2) to file or cause to be filed such report with the Securities and Exchange Commission (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 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 1993, 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; EXHIBIT 24 (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. 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. Billet, on the date he ceases to be principal accounting officer of the Company, or in the case of Mr. Millstone, on the date he ceases to be Vice President, General Counsel and Secretary. 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 an original and all of which together shall be deemed one instrument.
Signature Title Date --------- ----- ---- /s/ ANTHONY G. FERNANDES Chairman of the Board September 24, 1997 - ------------------------------ and Director Anthony G. Fernandes /s/ ALAN R. HIRSIG President, September 24, 1997 - ------------------------------ Chief Executive Officer and Alan R. Hirsig Director /s/ MARVIN O. SCHLANGER Executive Vice President, September 24, 1997 - ------------------------------ Chief Operating Officer and Marvin O. Schlanger Director /s/ WALTER J. TUSINSKI Senior Vice President, September 24, 1997 - ------------------------------ Chief Financial Officer and Walter J. Tusinski Director /s/ WALTER F. BERAN Director September 24, 1997 - ------------------------------ Walter F. Beran /s/ MARIE L. KNOWLES Director September 24, 1997 - ------------------------------ Marie L. Knowles /s/ JAMES A. MIDDLETON Director September 24, 1997 - ------------------------------ James A. Middleton /s/ STEPHEN R. MUT Director September 24, 1997 - ------------------------------ Stephen R. Mut
Signature Title Date --------- ----- ---- /s/ FRANK SAVAGE Director September 24, 1997 - ------------------------------ Frank Savage /s/ ROBERT H. STEWART, III Director September 24, 1997 - ------------------------------ Robert H. Stewart, III
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