As filed with the Securities and Exchange Commission on May 22, 2001.
Registration No. 33-23639
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 5
to
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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Atlantic Richfield Company
(Exact name of registrant as specified in its charter)
Delaware 23-0371610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 South Hope Street
Los Angeles, California 90071
213-486-3511
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DANIEL B. PINKERT, Esq.
Corporate Secretary
Atlantic Richfield Company
c/o BP America, Inc.
200 E. Randolph Dr.
Chicago, Ill 60601
312-856-3025
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Communications to:
DIANE A. WARD, Esq.
Counsel -- Securities & Finance
Atlantic Richfield Company
333 South Hope Street
Los Angeles, California 90071
213-486-2808
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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WITHDRAWAL OF SECURITIES FROM REGISTRATION ON FORM S-8 (NO. 33-23639)
Pursuant to Rule 415(3) and Item 512(a)(3), Atlantic Richfield Company (ARCO)
hereby withdraws from registration the shares of ARCO Common Stock that remain
unissued under the above-referenced registration statement covering the ARCO
Capital Accumulation Plans (the Plan).
In connection with the merger of ARCO into BP p.l.c. on April 18, 2000, ARCO's
Common Stock was converted into BP ADSs and ARCO Common Stock was delisted from
the New York Stock Exchange and de-registered under the Securities Act of 1933.
Accordingly, no ARCO Common Stock has been issued under the Plan on and after
April 18, 2000.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
24 Power of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on the 22nd day of
May, 2001.
ATLANTIC RICHFIELD COMPANY
By: * Robert A. Malone
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Robert A. Malone
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Robert A. Malone President May 22, 2001
____________________________ and Director
Robert A. Malone
Principal executive officer
* Ian Springett Vice President May 22, 2001
____________________________ and Chief Financial
Ian Springett Officer
Principal financial officer
* James G. Nemeth Director May 22, 2001
____________________________
James G. Nemeth
* Donald E. Packham Director May 22, 2001
____________________________
Donald E. Packham
* Charles L. Hall Controller May 22, 2001
____________________________
Charles L. Hall
Principal accounting officer
* By /s/ Diane A. Ward May 22, 2001
____________________________
Diane A. Ward
(Attorney in fact)
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
24 Power of Attorney