SC 14D1/A

 
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
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                                AMENDMENT NO. 5
                                      TO
                                SCHEDULE 14D-1
                            TENDER OFFER STATEMENT
                         PURSUANT TO SECTION 14(D)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                      AND
                                AMENDMENT NO. 4
                                      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 23, 1998
        (DATE OF EVENT WHICH REQUIRES FILING AMENDMENT TO SCHEDULE 13D)
 
 *  This Statement also constitutes Amendment No. 4 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, Amendment No. 2 thereto filed July 15, 1998 and Amendment No. 3
    thereto filed July 20, 1998.
 
 
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  This Amendment No. 5 to Tender Offer Statement on Schedule 14D-1 also
constitutes Amendment No. 4 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, Amendment No. 2 thereto filed July 15, 1998 and Amendment No. 3
thereto filed July 20, 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.
 
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY
 
   (A) - (B) On July 23, 1998, the Purchaser accepted for payment all Shares
validly tendered pursuant to the Offer at $57.75 per share. The information
contained in exhibit (i) is incorporated herein by reference.
 
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
 
  (I) Press Release dated July 23, 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 24, 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-99.1

 
                                                                       EXHIBIT I


        Lyondell Successfully Completes Tender Offer for ARCO Chemical

HOUSTON, July 23--Lyondell Petrochemical Company (NYSE: LYO) announced today
that it has completed its $57.75 per share cash tender offer to acquire all
outstanding shares of ARCO Chemical Company.

     The offer expired, as scheduled, at midnight New York time, on Wednesday, 
July 22, 1998. At that time, approximately 96.7 million shares of ARCO 
Chemical's common stock, constituting approximately 99.3% of the shares 
outstanding, had been validly tendered and not withdrawn pursuant to the offer, 
according to The Bank of New York, the depositary for the offer. This included 
shares owned by Atlantic Richfield Company (ARCO), which had an 82.5% interest 
in ARCO Chemical. (Also included were approximately 600,000 shares tendered 
pursuant to guaranteed delivery procedures.) Lyondell has accepted for payment 
all such shares at the tender offer price of $57.75 per share. Following 
completion of the offering, approximately 700,000 ARCO Chemical shares remain 
outstanding.

     Lyondell and ARCO Chemical intend to proceed promptly to complete a short- 
form merger transaction, in which Lyondell will acquire the remaining shares of 
ARCO Chemical common stock for $57.75 per share.

     Lyondell also announced today the execution of a bank credit agreement 
providing for aggregate borrowings of up to $7 billion, as described in 
Lyondell's tender offer materials. A portion of the borrowings under the 
agreement will be used to pay for shares acquired in the tender offer and 
merger.

     The acquisition of ARCO Chemical gives Lyondell a preeminent, global market
position in propylene oxide and other intermediate and specialty chemicals, 
driven by advantaged technology positions. It also provides vertical integration
with propylene, ethylene and benzene produced by Equistar Chemicals, LP, of 
which Lyondell owns 41%, and further reduces cyclicality of Lyondell's earnings 
by broadening the product mix.

     Lyondell Petrochemical Company, with headquarters in Houston, Texas, is the
world's largest producer of propylene oxide (PO); the world's number two 
supplier of polyols and TDI (toluene diisocyanate); a leading producer


 

of propylene glycol; a leading producer of other PO derivatives such as BDO 
(butanediol) and PGE (propylene glycol ether); and a producer of styrene monomer
and MTBE as a co-product of PO production.

     Through its 41% interest in Equistar Chemicals, LP, Lyondell is also 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 58.75% interest in LYONDELL-CITGO Refining Company Ltd., 
Lyondell is 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.

     Lyondell is the third largest methanol producer in the U.S., through its 
75% interest in Lyondell Methanol Company L.P.

     CONTACT: Media: Jackie Wilson, 713-652-4596, or Investors: Kevin DeNicola, 
713-652-4590