As filed with the Securities and Exchange Commission on March 17, 1999 and declared effective on , 1999. Registration No. 333-71293 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- PRE-EFFECTIVE AMENDMENT NO. 3 to Form S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 --------------- 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.) 515 South Flower Street Los Angeles, California 90071 213-486-3511 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) BRUCE G. WHITMORE, Esq. Corporate Secretary Atlantic Richfield Company 515 South Flower Street Los Angeles, California 90071 213-486-1774 (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 515 South Flower Street Los Angeles, California 90071 213-486-2808 --------------- 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. --------------- 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. [X] 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. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 16th day of March, 1999. ATLANTIC RICHFIELD COMPANY By: * MICHAEL E. WILEY ---------------------------------- Michael E. Wiley President and Chief Operating Officer 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 --------- ----- ---- * MIKE R. BOWLIN Chairman of the Board, ___________________________________________ Chief Executive Officer Mike R. Bowlin and Director Principal executive officer * MARIE L. KNOWLES Executive Vice President ___________________________________________ and Chief Financial Marie L. Knowles Officer Principal financial officer * FRANK D. BOREN Director ___________________________________________ Frank D. Boren * JOHN GAVIN Director March 16, 1999 ___________________________________________ John Gavin * KENT KRESA Director ___________________________________________ Kent Kresa * ARNOLD G. LANGBO Director ___________________________________________ Arnold G. Langbo * DAVID T. McLAUGHLIN Director ___________________________________________ David T. McLaughlin * JOHN B. SLAUGHTER Director ___________________________________________ John B. Slaughter II-7 Signature Title Date --------- ----- ---- * GARY L. TOOKER Director ___________________________________________ Gary L. Tooker * HENRY WENDT Director ___________________________________________ Henry Wendt * GAYLE E. WILSON Director March 16, 1999 ___________________________________________ Gayle E. Wilson /s/ ALLAN L. COMSTOCK Vice President and ___________________________________________ Controller Allan L. Comstock Principal accounting officer * By /s/ ALLAN L. COMSTOCK --------------------------------- Allan L. Comstock (Attorney in fact) II-8