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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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.)
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
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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. [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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
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Debt Securities............ $1,500,000,000** 100% $1,500,000,000 $417,000
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* Estimated solely for purpose of computing the registration fee.
** Indicates issue price in the case of Debt Securities sold with original issue
discount. Principal amount at maturity will be greater.
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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SUBJECT TO COMPLETION, DATED JANUARY 27, 1999
PROSPECTUS
ARCO [LOGO]
ATLANTIC RICHFIELD COMPANY
515 South Flower Street
Los Angeles, California 90071
(213) 486-3511
DEBT SECURITIES
ARCO may periodically issue debt securities on terms determined by market
conditions at the time of sale. The debt securities will be general unsecured
obligations of ARCO. The Company may issue debt securities in one or more
series:
- in various amounts up to an aggregate of $1,500,000,000;
- with various maturity dates and interest payment dates;
- at fixed prices, at prevailing market prices or at negotiated prices;
- at par value, at a premium to par or with an original issue discount;
- for U.S. dollars or foreign currencies;
- represented by certificates or in book-entry form; and
- subject to redemption, exchange or conversion rights by the holder or the
Company.
The debt securities may be sold:
- directly to purchasers by the Company;
- through agents selected by the Company; or
- through underwriters acting alone or as part of an underwriting
syndicate.
This prospectus may be used to offer and sell debt securities only if
accompanied by a prospectus supplement.
The prospectus supplement will include the specific terms of the
offering, the names of the agents and underwriters, if any, the amount
they are to be paid and the amount of net proceeds to the Company.
See "Forward-Looking Statements" on page 4 for discussion of certain risks
that should be considered by prospective buyers of the debt securities.
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
COMPANY MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this Prospectus is , 1999.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS
About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Forward-Looking Statements.................................. 4
The Company................................................. 4
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 5
Plan of Distribution........................................ 12
Experts..................................................... 13
Legal Opinion............................................... 13
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that ARCO has filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, ARCO may
sell any combination of the debt securities described in this prospectus in one
or more offerings up to a total dollar amount of $1,500,000,000. This prospectus
provides you with a general description of the debt securities the Company may
offer. Each time the Company sells securities, the Company will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
any prospectus supplement, together with additional information described under
the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
ARCO files annual, quarterly and special reports, proxy statements and other
information with the SEC. These SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document ARCO files at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows public companies to "incorporate by reference" the information
filed with the SEC, which permits companies to disclose important information to
investors and shareholders by referring them to those documents that a company
has incorporated by reference.
The information incorporated by reference is an important part of this
prospectus, and information that ARCO files with the SEC after the date of this
prospectus will automatically update and supersede this information. ARCO
incorporates by reference the following documents and any future filings with
the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until ARCO sells all $1,500,000,000 of the debt securities (ARCO's file
number with the SEC is No. 1-1196):
- - Annual Report on Form 10-K for the year ended December 31, 1997;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998; and
- - Current Reports on Form 8-K, dated January 25, 1998, June 3, 1998, June 18,
1998, June 29, 1998, September 30, 1998, November 23, 1998, January 15, 1999,
January 18, 1999 and January 25, 1999.
The debt securities will be governed by one of two almost identical indentures.
The specific indenture will be identified in the prospectus supplement. Both
indentures are filed as exhibits to this registration statement (File No.
333- ) and incorporated by reference in this prospectus.
- - Indenture dated as of May 15, 1985 between ARCO and The Chase Manhattan Bank,
N.A., as trustee.
- - Indenture dated as of January 1, 1992 between ARCO and The Bank of New York,
as trustee.
You may read and copy these documents using the Internet by accessing our web
site at http://www.arco.com.
You may also request a paper copy of these filings at no cost, by writing or
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telephoning the Company at the following address:
Felicia Werts
Securities Regulation Coordinator
Atlantic Richfield Company
515 South Flower Street
Los Angeles, California 90071
(Telephone: 213-486-1450).
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. The Company is not making an offer
of these debt securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
FORWARD-LOOKING STATEMENTS
ARCO makes statements in this prospectus and the documents incorporated by
reference that are considered forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Sometimes
these statements will contain words such as "believes," "expects," "intends,"
"plans" and other similar words. These statements are not guarantees of ARCO's
future performance and are subject to risks, uncertainties and other important
factors that could cause our actual performance or achievements to be materially
different from those we may project. These risks, uncertainties and factors
include:
- Worldwide general economic, business and regulatory conditions
- The effect of crude oil and natural gas supply and demand on prices for
these commodities
- The effect of local political and economic conditions on ARCO's oil and
gas exploration, development and production projects throughout the world
- The effect of continued low crude oil prices on ARCO's ability to
economically produce its existing reserves
- ARCO's ability to realize before tax cost savings of $350 million in 1999
and $500 million in 2000 as a result of its global cost reduction program
and to realize its proposed reductions in capital expenditures
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Please see the documents incorporated by reference
for more information on these factors. These forward-looking statements
represent ARCO's estimates and assumptions only as of the date of this
prospectus.
THE COMPANY
The Company began operations in 1866 as the Atlantic Petroleum Storage Company.
In 1966 Richfield Oil Corporation was merged into the Company. Sinclair Oil
Corporation was merged into ARCO in 1969. The Anaconda Company was acquired by
ARCO in 1977 and was merged into ARCO in 1981. ARCO became a Delaware
corporation in 1985.
ARCO is a global oil and gas enterprise. Its upstream exploration and production
operations are focused in Alaska, the Gulf of Mexico (through its 82% owned
subsidiary, Vastar Resources, Inc.), China, Indonesia, the United Kingdom North
Sea, North Africa and Northern South America. The Alaska oil production is
integrated with ARCO's refining and marketing operations in the Western United
States. These include a marine fleet, two refineries and branded consumer
marketing outlets located primarily in five Western states.
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USE OF PROCEEDS
The net proceeds from the sale of the debt securities offered hereby will be
used for general corporate purposes, primarily for the replacement of short-
term debt with long-term debt. The proceeds may also be used for capital
expenditures, the scheduled retirement of long-term debt, and other corporate
purposes. For current information on ARCO's commercial paper balances and
average interest rate, see our most recent Form 10-K and 10-Q. See "Where You
Can Find More Information."
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the five years ended December 31,
1998:
YEAR ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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(1.35)(a) 4.24 4.28 2.43 1.95
The ratios of earnings to fixed charges were computed by dividing earnings
(deficit) by fixed charges. For this purpose, earnings include income from
continuing operations before income taxes, minority interest and fixed charges.
Fixed charges include interest, amortization of debt expense and the estimated
interest component of rentals.
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(a) In 1998, the negative ratio indicates a less than one-to-one earnings
coverage of fixed charges. Fixed charges of $599 million combined with an
earnings deficit of $809 million per the ratio of earnings to fixed charges
calculation resulted in a $1.4 billion deficiency in a one-to-one earnings
coverage of fixed charges in 1998. The deficiency includes a before tax net
charge of approximately $1.35 billion for asset writedowns, restructuring costs
and a tax refund in the fourth quarter of 1998.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be issued under one of two almost identical indentures:
(1) an indenture dated as of May 15, 1985 between ARCO and The Chase Manhattan
Bank, N.A., as trustee; or (2) an indenture dated as of January 1, 1992 between
ARCO and The Bank of New York, as trustee. Each prospectus supplement will
identify the indenture and the trustee for that particular series of debt
securities. The terms "trustee" and "indenture" are used in this prospectus to
refer to the particular trustee and indenture identified in the prospectus
supplement for each series of debt securities. Because we have included only a
summary of the indenture terms, you must read the indenture in full to
understand every detail of the terms of the debt securities. If you would like
to read the entire indenture, see "Where You Can Find More Information."
GENERAL
The following description of the debt securities sets forth certain general
terms and provisions of the debt securities to which this prospectus and any
prospectus supplement may relate. The particular terms of any series of debt
securities and the extent to which the general provisions may apply to a
particular series of debt securities will be described in a prospectus
supplement relating to that series.
The Company has summarized selected provisions of the indentures below. The
summary is not complete. The forms of the indentures have been filed as exhibits
to this registration statement and you should read the indentures for provisions
that may be important to you. Capitalized terms used in the sum-
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mary have the meanings specified in the indentures.
If you would like more information on these provisions, review the indentures
that we have filed with the SEC. See "Where You Can Find More Information" on
how to locate the indentures.
General. The indenture does not limit the aggregate principal amount of debt
securities that ARCO can issue. The indenture provides for the issuance of debt
securities in one or more series, in an aggregate principal amount authorized by
the board of directors prior to issuance. All securities issued under the
indenture will be general unsecured obligations of ARCO and will rank equally
with all of ARCO's other unsecured and unsubordinated outstanding indebtedness.
The indenture does not limit the amount of other unsecured indebtedness or
securities that ARCO may issue.
Unless otherwise indicated in a prospectus supplement, the debt securities will
not benefit from any covenant or other provision that would afford holders
special protection in the event of a highly leveraged transaction involving the
Company, except for any protection provided by the provisions described below
under "Limitation on Liens" and "Limitations on Sale and Leaseback
Transactions."
A prospectus supplement relating to any series of debt securities being offered
will include specific terms relating to the offering. These terms will include
some or all of the following:
- - the designation of such debt securities;
- - any limit upon the aggregate principal amount and currency or currency unit of
such debt securities;
- - the denominations in which such debt securities are authorized to be issued if
other than $1,000;
- - the percentage of their principal amount at which such debt securities will be
issued;
- - the date on which such debt securities will mature;
- - if the debt securities are to bear interest, the rate per annum at which such
debt securities will bear interest (or the method by which such rate will be
determined);
- - the times at which such interest, if any, will be payable or the manner of
determining the same;
- - the date, if any, after which such debt securities may be redeemed or
purchased and the redemption or purchase price;
- - the sinking fund requirements, if any;
- - special United States federal income tax considerations, if any;
- - information with respect to registration, transfer and exchange and payment of
certificates issued in certificate form, if applicable;
- - the manner in which the amount of any payments of principal and interest on
the debt securities determined by reference to an index are determined; and
- - any other terms of the debt securities not inconsistent with the indenture.
The prospectus supplement may contain information with respect to additional
covenants that may be included in the terms of a series of debt securities.
No service charge will be made for any registration of transfer or exchange of
the debt securities, but the Company may require the holder to pay any
applicable tax or other governmental charge.
LIMITATION ON LIENS
Limitation on Liens. The indenture provides that, so long as any debt securi-
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ties issued under the indenture are outstanding, the Company will not, and will
not permit any of its Restricted Subsidiaries to, issue, assume or guarantee any
indebtedness secured by a mortgage, lien, pledge or other encumbrance ("Liens")
on any Restricted Property of the Company or any of its subsidiaries unless the
debt securities (and any other indebtedness ranking equally with the debt
securities if the Company so determines) will be secured equally and ratably
with (or prior to) such indebtedness so long as such indebtedness is so secured.
This restriction will not apply to:
(1) Liens affecting property of a business existing at the time it is acquired
or at the time it is merged into or consolidated with the Company or a
subsidiary of the Company;
(2) Liens on property existing at the time of acquisition of that property or
incurred to secure payment of the purchase price or to secure indebtedness
incurred prior to, at the time of, or within 24 months after the acquisition
of that property for the purpose of financing all or part of the purchase
price;
(3) Liens on property to secure all or part of the cost of exploration, drilling
or development of the property or all or part of the cost of improving any
property or Liens to secure indebtedness to provide funds for any such
activities;
(4) Liens that secure only indebtedness owing by a subsidiary of the Company to
the Company or to another subsidiary of the Company;
(5) Liens to secure indebtedness incurred in connection with pollution control
or abatement facilities or other forms of industrial revenue bond financing
and Liens to government entities; and
(6) any extension, renewal or replacement of any Lien referred to in clauses (1)
through (5) above.
The Company and any one or more of its Restricted Subsidiaries may, without
securing the debt securities, issue, assume or guarantee indebtedness secured by
a Lien which would otherwise be subject to the Lien restrictions. The aggregate
principal amount of this indebtedness, together with all other indebtedness of
the Company and its Restricted Subsidiaries so secured at any one time, may not
exceed 10% of consolidated net tangible assets of the Company and its
consolidated subsidiaries. Under the indenture, the following types of
transactions will not be deemed to create indebtedness secured by Liens:
(1) the sale or other transfer of oil, gas or other minerals in place for a
period of time until, or in an amount such that, the transferee will realize
therefrom a specified amount (however determined) of money or such minerals,
or the sale or other transfer of any other interest in property of the
character commonly referred to as a production payment; and
(2) Liens required by any contract or statute in order to permit the Company or
a subsidiary of the Company to perform any contract or subcontract made by
it with or at the request of the United States, any state or any department,
agency or instrumentality of either.
The term "indebtedness" of a person means all indebtedness, whether or not
represented by bonds, debentures, notes or other securities, created or assumed
by that person for the repayment of money borrowed and all payment obligations
of that person as
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lessee under capital leases. Under the indenture, all indebtedness upon which a
person customarily pays interest, if secured by a lien upon property owned by
the Company or any subsidiary of the Company, will be deemed to be indebtedness
of such person, although such person has not assumed or become liable for the
payment of such indebtedness. All indebtedness of others guaranteed as to
payment of principal by any person or in effect guaranteed by that person
through a contingent agreement to purchase such indebtedness will also be deemed
to be indebtedness of that person. Indebtedness of a person will not include
amounts payable out of all or a portion of the oil, gas, natural gas, carbon
dioxide, sulphur, helium, coal, metals, minerals, steam, timber or other natural
resources produced, derived or extracted from properties owned or developed by
that person.
The indenture defines the term "consolidated net tangible assets" as the total
amount of assets of the Company and its subsidiaries on a consolidated basis
after deducting:
(1) all current liabilities (excluding any which are, by their terms, extendible
or renewable at the option of the Company or its subsidiaries to a time more
than 12 months after the determination date); and
(2) all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangible assets.
The indenture defines the term "subsidiary" of the Company as a corporation more
than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company, by one or more other subsidiaries, or by the Company
together with one or more other subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether or not any other class of stock has such voting
power by reason of any contingency.
The term "Restricted Property" means any of the Company's or a subsidiary's oil
or gas producing properties or refining or manufacturing plants (other than such
determined by the board of directors not to be a principal plant) located in the
continental United States, and any shares of capital stock or indebtedness of a
Restricted
Subsidiary.
The term "Restricted Subsidiary" means any subsidiary which owns Restricted
Property unless substantially all such subsidiary's physical properties are
located outside the continental United States.
The indenture also provides that upon any consolidation or merger of the Company
with or into any other corporation, or upon any sale or conveyance of all or
substantially all of its property to any other corporation, if any of the
property of the Company or of any Restricted Subsidiary would thereupon become
subject to any mortgage, lien or pledge, the Company will first secure the debt
securities equally and ratably with any other obligations of the Company or any
Restricted Subsidiary then entitled thereto, by a direct lien on all such
property prior to all liens other than any theretofore existing thereon.
LIMITATION ON SALE AND LEASE-BACK
The Company agrees that neither it nor any Restricted Subsidiary will enter into
any Sale and Lease-Back Transaction with respect to any Restricted Property with
any person (other than the Company or a subsidiary) unless either (a) the
Company or such Restricted Subsidiary would be entitled, pursuant to the
provisions regarding Limitation on Liens, to incur Debt in a principal
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amount equal to or exceeding the Value of such Sale and Lease-Back Transaction
secured by a Lien on the property to be leased without equally and ratably
securing the debt securities, or (b) the Company during or immediately after the
expiration of four months after the effective date of such transaction applies
to the voluntary retirement of its Funded Debt an amount equal to the greater
of: (1) the net proceeds of the sale of the property leased in such transaction
or (2) the fair value in the opinion of the board of directors of the leased
property at the time such transaction was entered into (subject to credits for
certain voluntary retirements of Funded Debt, including the debt securities).
EVENTS OF DEFAULT
Unless otherwise provided with respect to a particular series of debt
securities, the following are events of default under the indenture with respect
to any series of debt securities issued under the indenture:
(1) failure to pay principal of (or premium, if any, on) any debt security of
that series when due;
(2) failure to pay any interest on any debt security of that series when due,
continued for 30 days;
(3) failure to deposit any sinking fund payment, when due, in respect of the
debt securities of that series, continued for 30 days;
(4) failure to perform any other covenant of the Company in the indenture (other
than a covenant included in the indenture solely for the benefit of another
series of debt securities), continued for 90 days after written notice as
provided in the indenture;
(5) certain events of bankruptcy, insolvency or reorganization; and
(6) any other event of default that may be specified with respect to the debt
securities of that series.
If an event of default occurs with respect to any outstanding series of debt
securities as described in clause (1), (2), (3) or (6) above, the principal
amount of all outstanding debt securities of that particular series may be
declared due and payable immediately by either:
(A) the trustee; or
(B) the holders of at least 25% in principal amount of that series.
If an event of default occurs as described in clauses (4) or (5) above, the
principal amount of all outstanding debt securities may be declared due and
payable immediately by either:
(A) the trustee; or
(B) the holders of at least 25% in principal amount of all outstanding debt
securities under the indenture.
At any time after a declaration of acceleration with respect to a series of debt
securities has been made, the holders of a majority in principal amount of the
outstanding debt securities of the series (or holders of a majority in principal
amount of all outstanding debt securities, if the acceleration has been declared
by all holders) may, except in the case of an event of default described in
clauses (1) and (2) above, waive such acceleration. This waiver must be made
before a judgment or decree for payment of the debt securities has been
obtained.
There are no cross-default provisions applicable to any indebtedness outstanding
under the indentures. Depending on the terms of certain other indebtedness of
the Company, such as bank indebtedness, that may be outstanding from time to
time, an event of default under the indenture may give
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rise to cross-defaults on such other indebtedness of the Company.
The indenture requires the Company to file annually with the trustee an
officers' certificate as to the absence of certain defaults under the terms of
the indenture. The indenture provides that the trustee may withhold notice to
the holders of the debt securities of any default (except in payment of
principal or interest) if it considers it in the interest of the holders of the
debt securities to do so.
The indenture provides that the trustee is under no obligation to exercise any
of its rights under the indenture at the direction of the holders of the debt
securities unless such holders shall have offered to the trustee reasonable
indemnity. Subject to such provisions for indemnification, the indenture
provides that the holders of a majority in principal amount of the outstanding
debt securities of the particular series affected have the right to direct the
proceeding for any remedy available to the trustee.
MODIFICATION
Modifications and amendments of the indenture may be made by the Company and the
trustee with the consent of the holders of a majority in principal amount of the
outstanding debt securities under the indenture affected by such change.
However, without the consent of each holder affected by such change, no
modification or amendment may:
(1) extend the fixed maturity date of the principal of, or any installment of
interest on, any debt security;
(2) reduce the principal amount of, or the premium (if any) or interest on, any
debt security;
(3) change the currency, currencies or currency unit or units in which the
principal of, or premium (if any) or interest on, any debt security is to be
paid; or
(4) reduce the percentage in principal amount of outstanding debt securities
required to consent to a modification or amendment of the indenture or to a
waiver of compliance with certain provisions of the indenture or to a waiver
of certain defaults.
CONSOLIDATION MERGER AND SALE OF ASSETS
The Company, without the consent of any holders of outstanding debt securities,
may consolidate with or merger into, or sell or convey its assets substantially
as an entirety to, any other corporation, provided that:
(1) the person formed by such consolidation or into which the Company is merged
or which acquires such assets of the Company expressly assumes by
supplemental indenture the Company's obligations on the debt securities and
under the indenture; and
(2) other conditions described in the indenture are met.
Upon compliance with these provisions, the Company will be relieved of its
obligations under the indenture and the debt securities.
BOOK-ENTRY DEBT SECURITIES --
REGISTRATION, TRANSFER, EXCHANGE AND PAYMENT
ARCO intends to issue each series of debt securities in "book-entry" form,
represented by one or more global certificates registered in the name of The
Depositary Trust Company, New York, New York (referred to as DTC), or its
nominee. However, ARCO reserves the right to issue debt securities in
certificate form registered in the names of the holders of the debt securities.
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Ownership of beneficial interests in the global certificates representing the
particular series of debt securities will be limited to persons who have
accounts with DTC (participants), or persons that may hold interests through
participants. DTC will keep on its computerized book-entry and transfer system a
record of the principal amounts of debt securities held in the accounts of the
participants. Participants, in turn, will keep records of the interests of their
clients who have purchased debt securities through them. Beneficial interests in
the global certificates may be shown only on, and may be transferred only
through, records maintained by DTC and its participants. The laws of some states
require that certain purchasers of securities take delivery of such securities
only in certificate form. Such laws may limit the ability of holders of
beneficial interests in the global certificates to transfer those interests to
certain persons who might otherwise wish to purchase those interests.
DTC has provided us the following information: DTC is a limited-purpose trust
company organized under the New York Banking law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants deposit with DTC. DTC also records the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through computerized records for participant's
accounts. This eliminates the need to exchange certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a participant.
The rules that apply to DTC and its participants are on file with the SEC.
DTC is owned by a number of its participants and by the New York Stock Exchange,
Inc., The American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc.
Payments of interest and principal will be made to DTC, who in turn will credit
payment to the accounts of its participants. It is DTC's current practice, upon
receipt of any payment of principal or interest, to credit participants'
accounts on the payment date according to their respective holdings of
beneficial interests in the global certificates as shown on DTC's records. In
addition, it is DTC's current practice to assign any consenting or voting rights
to participants whose accounts are credited with certificates on a record date,
by using an omnibus proxy. Payments by participants to holders of beneficial
interests in the global certificates, and voting by participants, will be
governed by the customary practices between the participants and holders of
beneficial interests, as is the case with securities held for the account of
customers registered in "street name."
ARCO and the trustee and the paying agent will treat DTC as the sole owner of
the global certificates for all purposes. Accordingly, ARCO, the trustee, and
any paying agent will have no responsibility or liability:
- - for the records relating to beneficial ownership interests in the global
certificates; or
- - for the payments of principal and interest due for the accounts of beneficial
holders of interests in the global certificates.
11
13
Unless ARCO decides to issue the debt securities in certificate form, the global
certificates representing a series of debt securities may not be transferred.
However, a global certificate may be transferred by DTC to its nominees or
successors.
A series of debt securities represented by global certificates will be
exchangeable for debt securities in certificate form with the same terms in
authorized denominations only if:
- - DTC notifies ARCO that it is unwilling or unable to continue as depositary or
if DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by ARCO within 90 days; or
- - ARCO decides not to require all of the debt securities of a series to be
represented by global certificates and notifies the Trustee of that decision.
ARCO has obtained the foregoing information concerning DTC and DTC's book-entry
system from DTC and other sources it believes reliable, but takes no
responsibility for the accuracy of this information.
CONCERNING THE TRUSTEE
The indenture contains certain limitations on the right of the trustee, as a
creditor of the Company, to obtain payment of claims and to realize on certain
property received with respect to such claims, as security or otherwise. The
trustee is permitted to engage in other transactions, except that, if it
acquires any conflicting interest (as defined), it must eliminate that conflict
or resign. Each of The Chase Manhattan Bank, N.A., trustee under the 1985
Indenture, and The Bank of New York, trustee under the 1992 Indenture, also acts
as trustee under other outstanding series of debt securities of the Company and
extends credit to the Company and its subsidiaries in the ordinary course of
business.
PLAN OF DISTRIBUTION
The Company may sell the debt securities:
(1) through underwriters or dealers,
(2) directly to a limited number of institutional purchasers or to a single
purchaser, or
(3) through agents.
The prospectus supplement with respect to a series of debt securities will set
forth the terms of the offered debt securities, including the name or names of
any underwriters, the purchase price, the proceeds to the Company, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the debt
securities may be listed.
If underwriters are used in the sale, the debt securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Unless
otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the debt securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
debt securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Debt securities may be sold directly by the Company or through agents designated
by the Company from time to
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time. Any agent involved in the offer or sale of debt securities in respect of
which this prospectus is delivered will be named, and any commissions payable by
the Company to such agent will be set forth, in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in the prospectus supplement, the Company will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase debt securities from the Company at the public offering price set forth
in the prospectus supplement pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. Such contracts will
be subject only to those conditions set forth in the prospectus supplement and
the prospectus supplement will set forth the commission payable for solicitation
of such contracts.
Underwriters and agents may be entitled under agreements entered into with the
Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.
EXPERTS
PricewaterhouseCoopers LLP, formerly known as Coopers & Lybrand L.L.P.,
independent accountants, audited the Company's consolidated financial statements
which are incorporated by reference in this prospectus in reliance on the
authority of PricewaterhouseCoopers LLP, as experts in accounting and auditing.
LEGAL OPINION
The legality of debt securities offered hereby will be passed upon for the
Company by Diane A. Ward, Esq., Counsel -- Securities and Finance of Atlantic
Richfield Company, 515 South Flower Street, Los Angeles, California 90071. As of
December 31, 1998, Ms. Ward owned directly or indirectly approximately 1,834
shares of Common Stock of the Company and owned directly options to purchase 900
shares of such stock.
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15
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee........................................ $417,000
Rating Agency Fees.......................................... 300,000*
Fees and expenses of the Trustee............................ 50,000*
Printing and engraving expenses............................. 100,000*
Accounting fees............................................. 70,000*
Qualification under state securities laws................... 15,000*
Miscellaneous............................................... 5,000*
--------
$957,000
========
- ---------------
* Estimated and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
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
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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.
(b) Right of claimant to bring suit. If a claim under paragraph (a) of
this Section is not paid in full by the Company within sixty days after a
written claim has been received by the Company, 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 of 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, independent legal counsel, or its stockholders) 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, independent legal counsel, or its stockholders) 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 indemnity such persons 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 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.
Section 145 of the General Corporation Law of the State of Delaware
provides:
(a) A corporation may 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 he is or was a director, officer, employee or
agent of the
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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 him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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 his 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
he 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 his conduct was unlawful.
(b) A corporation may 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 he 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
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he 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
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.
(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 he 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 were 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
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which those seeking indemnification or advancement of expenses may be
entitled under any by-law, 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.
(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.
The Company has entered into or will enter into individual indemnity
agreements with each of its present and future directors and officers embodying
the provisions of Section 25 of the By-Laws a form of which indemnity agreement
is included as Exhibit 99.
Pursuant to Section 7 of the Underwriting Agreement, which is Exhibit 1
hereto, the underwriters named therein have agreed to indemnify the Company, its
directors and certain of its officers against certain civil liabilities,
including civil liabilities under the Securities Act of 1933 (the "Act").
The Company carries Directors and Officers Liability Insurance with a limit
of $210 million to the extent authorized by the By-Laws of the Company and the
laws of the State of Delaware.
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ITEM 16. EXHIBITS.
1 Form of proposed Underwriting Agreement.
4.1 Form of proposed Debt Securities.
4.2 Indenture, dated as of May 15, 1985, between the Company and
The Chase Manhattan Bank, N.A., Trustee, relating to the
securities being registered.
4.3 Indenture, dated as of January 1, 1992, between the Company
and The Bank of New York, Trustee, relating to the
securities being registered.
5 Opinion with consent of Diane A. Ward, Esq.,
Counsel -- Securities and Finance of the Company.
12 Statement of computation of ratio of earnings to fixed
charges.
23.1 Consent of Diane A. Ward, Esq., Counsel -- Securities and
Finance of the Company (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
25.1 Statement of eligibility of The Chase Manhattan Bank, N.A.,
as Trustee.
25.2 Statement of eligibility of The Bank of New York, as
Trustee.
99 Form of Indemnity Agreement.
ITEM 17. UNDERTAKINGS.
A. Undertaking Pursuant to Rule 415.
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 (the "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;
(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
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
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 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.
(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.
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B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the 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. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the provisions described and the documents referenced under Item 15 above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and will
be governed by the final adjudication of such issue.
D. Undertaking Pursuant to Rule 430A.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
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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 27th day of
January, 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
- -----------------------------------------------------
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
January 27, 1999
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SIGNATURE TITLE DATE
--------- ----- ----
Director
* GARY L. TOOKER
- -----------------------------------------------------
Gary L. Tooker
* HENRY WENDT Director
- -----------------------------------------------------
Henry Wendt
* GAYLE E. WILSON Director
- -----------------------------------------------------
Gayle E. Wilson
/s/ ALLAN L. COMSTOCK Vice President and
- ----------------------------------------------------- Controller
Allan L. Comstock
Principal accounting officer
January 27, 1999
*By /s/ ALLAN L. COMSTOCK
---------------------------------
Allan L. Comstock
(Attorney in fact)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Form of proposed Underwriting Agreement.
4.1 Form of proposed Debt Securities.
4.2 Indenture, dated as of May 15, 1985, between the Company and
The Chase Manhattan Bank, N.A., Trustee, relating to the
securities being registered.
4.3 Indenture, dated as of January 1, 1992, between the Company
and The Bank of New York, Trustee, relating to the
securities being registered.
5 Opinion with consent of Diane A. Ward, Esq.,
Counsel -- Securities and Finance of the Company.
12 Statement of computation of ratio of earnings to fixed
charges.
23.1 Consent of Diane A. Ward, Esq., Counsel -- Securities and
Finance of the Company (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
25.1 Statement of eligibility of The Chase Manhattan Bank, N.A.,
as Trustee.
25.2 Statement of eligibility of The Bank of New York, as
Trustee.
99 Form of Indemnity Agreement.