-----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, IKMdO2PjHsir2jxfix2pUfCpkC+iJqJdyDqZjS8faRSu1EwTIkqh+tIbEIOxqntd BNYkeOwL9Tk6hHy2PIinBA== 0001036050-97-000327.txt : 19970605 0001036050-97-000327.hdr.sgml : 19970605 ACCESSION NUMBER: 0001036050-97-000327 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970604 EFFECTIVENESS DATE: 19970604 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: 333-28473 FILM NUMBER: 97618922 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 As filed with the Securities and Exchange Commission on June 4, 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 incorporation or organization) (I.R.S. Employer 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 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 800,000 shares $46.0625 $36,850,000 $11,167 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 $46.0625, which is the average of the high and low sale prices per share of the Registrant's Common Stock on May 30, 1997, 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 800,000 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 Statements on Form S-8, Registration Nos. 33-38062 and 333- 19023, filed with the Securities and Exchange Commission on December 3, 1990 and December 31, 1996, respectively, are 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 April 30, 1997, Mr. Millstone owned an aggregate of 2,332 shares of Common Stock, held under a Company benefit plan, and options to purchase another 48,300 shares of Common Stock. Mr. Millstone disclaims beneficial ownership of an additional 313 shares of Common Stock held in a custodial account for his minor son and a trust for his adult son.
ITEM 8. EXHIBITS -------- NUMBER DESCRIPTION METHOD OF FILING - -------- ------------------------------------------------ --------------------- 4 Amendment No. 6 to the ARCO Chemical Filed herewith Company 1990 Long-Term Incentive Plan. 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 Filed herewith sign the Registration Statement and all amendments thereto on behalf of certain directors and officers of the Company.
II-1 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 4th day of June, 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 --------- -------- ---- MIKE R. BOWLIN* June 4, 1997 ----------------------- Mike R. Bowlin Chairman of the Board and Director ALAN R. HIRSIG June 4, 1997 - ------------------------ Alan R. Hirsig President, Chief Executive Officer and Director MARVIN O. SCHLANGER* June 4, 1997 - ------------------------ Marvin O. Schlanger Executive Vice President, Chief Operating Officer and Director WALTER J. TUSINSKI* June 4, 1997 - ------------------------ Walter J. Tusinski Senior Vice President, Chief Financial Officer and Director II-2
SIGNATURE CAPACITY DATE --------- -------- ---- WALTER F. BERAN* Director June 4, 1997 - ------------------------ Walter F. Beran ANTHONY G. FERNANDES* Director June 4, 1997 - ------------------------ Anthony G. Fernandes MARIE L. KNOWLES* Director June 4, 1997 - ------------------------ Marie L. Knowles JAMES A. MIDDLETON* Director June 4, 1997 - ------------------------ James A. Middleton STEPHEN R. MUT* Director June 4, 1997 - ------------------------ Stephen R. Mut FRANK SAVAGE* Director June 4, 1997 - ------------------------ Frank Savage ROBERT H. STEWART, III* Director June 4, 1997 - ------------------------ Robert H. Stewart, III VAN BILLET Vice President and Controller June 4, 1997 - ------------------------ (principal accounting officer) Van Billet *By: VAN BILLET June 4, 1997 -------------------- Van Billet (Attorney in fact)
II-3 EXHIBIT INDEX -------------
NUMBER DESCRIPTION METHOD OF FILING - ------ --------------------------------------------------- --------------------- 4 Amendment No. 6 to the ARCO Chemical Filed herewith Company 1990 Long-Term Incentive Plan. 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 Filed herewith sign the Registration Statement and all amendments thereto on behalf of certain directors and officers of the Company.
EX-4 2 AMEND. NO. 6 TO ACC 1990 LONG-TERM INCENTIVE PLAN AMENDMENT NO. 6 TO THE ARCO CHEMICAL COMPANY 1990 LONG-TERM INCENTIVE PLAN ------------------------------------------------- The ARCO Chemical Company 1990 Long-Term Incentive Plan (the "Plan"), as amended, is hereby amended as follows: 1. Article I, Section 2 of the Plan is amended to read as follows: "Section 2. Effective Date and Duration of Plan. The effective ----------------------------------- date of the Plan is January 1, 1990, subject to approval by the holders of a majority of the shares which are represented in person or by proxy and entitled to vote on the subject at a meeting of the stockholders of the Company at which a quorum is present, except that awards under the Plan may be made subject to such stockholder approval. No awards may be made under the Plan after December 31, 1998." 2. Article IV, Section 1 of the Plan is amended and restated in its entirety as follows: "Section 1. Option Limits. Subject to adjustment as provided in ------------- Section 2 of this Article IV, the number of shares of Common Stock which may be issued upon exercise of Stock Options shall not exceed 3,000,000 in the aggregate over the life of the Plan. The shares shall be made available from authorized but unissued Common Stock or from Common Stock issued and held in the treasury of the Company as shall be determined by the Subcommittee." 3. Except as set forth herein, the Plan shall not be amended or modified and shall remain in full force and effect. Executed this 20th day of February, 1997. ATTEST ARCO CHEMICAL COMPANY By: /s/ Kathy H. Gaddes By: /s/ Frank W. Welsh -------------------------- ------------------- Frank W. Welsh Vice President Human Resources EXHIBIT 4 EX-5 3 OPINION OF ROBERT J. MILLSTONE, ESQ. [LETTERHEAD] June 4, 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 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 proposed sale of an additional 800,000 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 COOPERS & LYBRAND L.L.P. 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 June 4, 1997 EXHIBIT 23.2 EX-24 5 POWER OF ATTORNEY 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/ MIKE R. BOWLIN - -------------------------- Chairman of the Board June 4, 1997 Mike R. Bowlin and Director /s/ ALAN R. HIRSIG President, June 4, 1997 - -------------------------- Chief Executive Officer Alan R. Hirsig and Director /s/ MARVIN O. SCHLANGER - -------------------------- Executive Vice President, June 4, 1997 Marvin O. Schlanger Chief Operating Officer and Director /s/ WALTER J. TUSINSKI Senior Vice President, June 4, 1997 - --------------------------- Chief Financial Officer and Director Walter J. Tusinski /s/ WALTER F. BERAN Director June 4, 1997 - --------------------------- Walter F. Beran /s/ ANTHONY G. FERNANDES Director June 4, 1997 - --------------------------- Anthony G. Fernandes /s/ MARIE L. KNOWLES Director June 4, 1997 - --------------------------- Marie L. Knowles /s/ JAMES A. MIDDLETON Director June 4, 1997 - --------------------------- James A. Middleton /s/ STEPHEN R. MUT Director June 4, 1997 - --------------------------- Stephen R. Mut SIGNATURE TITLE DATE --------- ----- ---- /s/ FRANK SAVAGE Director June 4, 1997 - ---------------------------- Frank Savage /s/ ROBERT H. STEWART, III Director June 4, 1997 - ----------------------------- Robert H. Stewart, III -----END PRIVACY-ENHANCED MESSAGE-----