<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ATLANTIC RICHFIELD COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ATLANTIC RICHFIELD COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the contrary pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing:
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
NOTICE OF 1995
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
MONDAY, MAY 1, 1995
AT 10:00 A.M.
SHERATON GRANDE HOTEL
333 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA
<PAGE>
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
515 South Flower Street
Los Angeles, California 90071
March 13, 1995
Dear Stockholder:
It is a pleasure to invite you to join us at the 1994 Annual Meeting of
Stockholders in Los Angeles on May 1.
It is important that your shares be voted whether or not you plan to be present
at the meeting. Please complete, sign, date and return the enclosed form of
proxy promptly. If you attend the meeting and wish to vote your shares
personally, you may revoke your proxy.
This booklet includes the notice of the meeting and the Proxy Statement, which
contains information about the formal business to be acted upon by the
stockholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period. A post-meeting report
will be made available to stockholders.
Sincerely,
/s/ LODWRICK M. COOK
Chairman of the Board
/s/ MIKE R. BOWLIN
President, Chief Executive Officer and
Chief Operating Officer
<PAGE>
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1995
The Annual Meeting of Stockholders of Atlantic Richfield Company will be held
in the Grande Ballroom of the Sheraton Grande Hotel, 333 South Figueroa Street,
Los Angeles, California, on Monday, May 1, 1995, at 10:00 a.m., local time, for
the following purposes:
(1) To elect five directors to hold office for a one-year term;
(2) To approve the appointment of Coopers & Lybrand L.L.P. as independent
auditors for the year 1995;
(3) If properly presented, to consider and act upon the stockholders' proposal
set forth on pages 19 and 20, which is opposed by the Board of Directors;
and
(4) To transact such other business as may properly come before the meeting.
Stockholders entitled to vote at the meeting are holders of record of the
Preference Stocks and of the Common Stock at the close of business on March 6,
1995.
IT WILL BE HELPFUL TO US IF YOU WILL READ THE PROXY STATEMENT, THEN COMPLETE,
SIGN AND DATE THE FORM OF PROXY AND RETURN IT IN THE ENCLOSED SELF-ADDRESSED
POSTPAID ENVELOPE.
Each stockholder of record will receive a single form of proxy pertaining to
all classes of voting stock registered in his or her name. Each participant in
any of the various employee benefit plans will also receive a form of proxy
pertaining to shares credited to his or her accounts in all plans.
/s/ Bruce G. Whitmore
BRUCE G. WHITMORE Los Angeles, California
Senior Vice President, March 13, 1995
General Counsel and
Corporate Secretary
<PAGE>
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
----------------
PROXY STATEMENT
MARCH 13, 1995
----------------
INTRODUCTION
The accompanying proxy is solicited by the Board of Directors of Atlantic
Richfield Company ("ARCO" or the "Company") for the Annual Meeting of
Stockholders. The proxy may be revoked by the stockholder at any time prior to
the time it is voted by giving notice of such revocation either personally or
in writing to the General Counsel and Corporate Secretary of ARCO. When a proxy
is returned properly dated and signed, the shares represented thereby will be
voted by the persons named as proxies in accordance with each stockholder's
directions. Stockholders may specify their choices by marking the appropriate
boxes on the enclosed proxy. If a proxy is dated, signed and returned without
specifying choices, the shares will be voted as recommended by the directors of
the Company. As to other items of business which may come before the meeting,
the directors will vote in accordance with their best judgment. ARCO has
adopted a policy of confidential voting. All proxies, ballots and voting
tabulations that identify stockholders shall be kept secret by the independent
third party tabulator except in very limited specified circumstances where it
is important to protect the interests of the Company and its stockholders.
VOTING SECURITIES
All stockholders of record at the close of business on March 6, 1995 are
entitled to vote on all business of the meeting. The Company's $3.00 Preference
Stock ("$3.00 Preference Stock") is entitled to eight votes per share; the
Company's $2.80 Preference Stock ("$2.80 Preference Stock") is entitled to two
votes per share; and the Company's Common Stock ("Common Stock") is entitled to
one vote per share, all shares voting together as one class. The Company had
72,491 shares of $3.00 Preference Stock, 780,208 shares of $2.80 Preference
Stock and 160,814,090 shares of Common Stock outstanding on such record date.
Fractional shares will not be voted. The presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast shall constitute a quorum.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table and the footnotes thereto set forth the number of shares of
Common Stock, the number of shares of common stock ("ARCO Chemical Stock") of
ARCO Chemical Company ("ARCO Chemical"), the number of shares of common stock
("Vastar Stock") of Vastar Resources, Inc. ("Vastar") and the number of shares
of common stock ("Lyondell Stock") of Lyondell Petrochemical Company
("Lyondell") owned beneficially as of February 1, 1995 by each director or
nominee and by all directors and executive officers as a group. ARCO Chemical
was a wholly-owned subsidiary of ARCO prior to the initial public offering by
ARCO Chemical of its common stock in October 1987. At February 1, 1995, ARCO
owned 80,000,001 shares of ARCO Chemical Stock, which represented 83.3% of the
outstanding ARCO Chemical Stock. Vastar was a wholly-owned subsidiary of ARCO
prior to the initial public offering by Vastar in July 1994. At February 1,
1995, ARCO owned 80,000,001 shares of Vastar Stock, which represented 82.3% of
the outstanding Vastar Stock. Prior to ARCO's sale of a majority interest in
Lyondell in January 1989, Lyondell was a wholly-owned subsidiary of ARCO; at
February 1, 1995, ARCO owned 39,921,400 shares of Lyondell Stock, which
represented 49.9% of the outstanding Lyondell Stock. In August 1994, ARCO
completed an offering of Exchangeable Notes which, upon their September 1997
maturity date, at ARCO's option, can be exchanged into Lyondell Stock or cash
of an equal value. If ARCO elects to deliver its shares of Lyondell Stock at
maturity, ARCO's equity interest in Lyondell will be substantially reduced or
eliminated. None of the directors or nominees, or directors and executive
officers as a group, owned any other equity securities of the Company, ARCO
Chemical, Vastar or Lyondell, except as disclosed herein. As of February 1,
1995, the percentage of shares of any class of equity securities of the
Company, ARCO Chemical, Vastar or Lyondell, beneficially owned by any director
or nominee, or by all directors and executive officers as a group, did not
exceed 1% of the class so owned. Unless otherwise noted, each individual has
sole voting and investment power for the shares indicated below.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK SHARES OF ARCO
OWNED BENEFICIALLY AS CHEMICAL STOCK OWNED
OF FEBRUARY 1, BENEFICIALLY AS OF
NAME 1995(a)(b) FEBRUARY 1, 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
Ronald J. Arnault.................. 92,067 500
Frank D. Boren..................... 3,000 --
Mike R. Bowlin..................... 104,192(c) --
Lodwrick M. Cook................... 176,695 1,000
Richard H. Deihl................... 3,000 2,500
Anthony G. Fernandes............... 43,789 --
John Gavin......................... 2,000 --
Hanna H. Gray...................... 1,100 --
Philip M. Hawley................... 1,400 --
Kent Kresa......................... 2,000 --
David T. McLaughlin................ 1,100 61
John B. Slaughter.................. 1,000 --
William E. Wade, Jr. .............. 77,280 --
Hicks B. Waldron................... 3,070 --
Henry Wendt........................ 2,760 2,500
All directors and executive offi-
cers as a group(d)(e)............. 818,474(f) 34,791
</TABLE>
- --------------------------------------------------------------------------------
(a) Includes shares held by the trustees under the Atlantic Richfield Capital
Accumulation Plan II and the Atlantic Richfield Savings Plan II for the
accounts of participants.
(b) The amounts shown include shares that may be acquired within 60 days
following February 1, 1995 through the exercise of stock options, as
follows: Mr. Arnault, 86,925; Mr. Bowlin, 92,272; Mr. Cook, 168,300; Mr.
Fernandes, 41,876; Mr. Wade, 74,740; and all directors and executive
officers as a group, including those just named, 753,766. These amounts
include shares subject
(Footnotes continued on following page)
2
<PAGE>
to options granted pursuant to the 1985 Executive Long-Term Incentive Plan
(the "1985 Plan") and pursuant to the Stock Option Plan for Outside
Directors. See "Compensation--Compensation of Executive Officers" and
"Compensation--Compensation of Directors."
(c) Includes 10,000 shares of restricted Common Stock granted in June 1992
pursuant to the 1985 Plan. Restricted stock includes voting rights and the
rights to receive dividends.
(d) As of February 1, 1995, one executive officer owned 300 shares of Vastar
Stock, and all directors and executive officers as a group owned a total of
300 shares.
(e) As of February 1, 1995, Mr. Wade owned 1,000 shares of Lyondell Stock, and
all directors and executive officers as a group owned a total of 1,801
shares.
(f) Includes 11,014 shares owned jointly by spouses which are subject to shared
voting and investment power and 2,418 shares owned beneficially by a spouse
or family members. Does not include 350 shares owned by relatives, as to
which shares beneficial ownership is disclaimed.
ELECTION OF DIRECTORS
Item 1 on Proxy Card
In 1994, stockholders approved an amendment to the Certificate of Incorporation
of the Company that authorized the annual election of the Board of Directors.
The Certificate previously divided the Board into three classes of directors.
Through 1994, Directors were elected for three-year terms with one class
elected each year. Pursuant to the amended Certificate, beginning in 1995, as
directors' terms expire, all directors will be elected each year at the Annual
Meeting of Stockholders.
At the request of the Board of Directors, Mr. Cook agreed to serve as Chairman
of the Board until June 1995, two years past the date on which he would
normally retire. Mr. James A. Middleton served as Executive Vice President and
Director through September 26, 1994; Mr. Anthony G. Fernandes was elected a
Director by the Board of Directors effective on that date, for the remainder of
Mr. Middleton's term expiring in 1997.
Effective at the date hereof, the number of directors constituting the whole
Board is fixed at fifteen. The Board of Directors has selected the following
nominees recommended by the Nominating Committee for election to a term of one
year.
Ronald J. Arnault
Mike R. Bowlin
Richard H. Deihl
David T. McLaughlin
Hicks B. Waldron
Directors are to be elected at the annual meeting to hold office for the term
specified and until their successors are elected and qualified. Unless
authority to vote for directors is withheld in the proxy, the persons named in
the accompanying proxy intend to vote for the election of the five nominees
listed above.
All nominees have indicated a willingness to serve as directors, but if any of
them should decline or be unable to act as a director, the persons named in the
proxy will vote for the election of another person or persons as the Board of
Directors recommends. Messrs. Arnault, Deihl and Waldron were most recently
elected as directors at the annual meeting of stockholders of ARCO in 1992, and
Messrs. Bowlin and McLaughlin were elected as directors on June 22, 1992 and
February 22, 1993, respectively.
3
<PAGE>
- --------------------------------------------------------------------------------
The following biographical information is furnished with respect to each of the
five nominees for election at the annual meeting and for each of the other 10
directors whose terms will continue after the meeting. The information includes
age as of the date of the meeting, present position, if any, with ARCO, period
served as director, expiration of term as director, and other business
experience during the past five years. Unless otherwise indicated, the
description of offices held by the persons below refer to offices with ARCO.
LODWRICK M. COOK, 66
Chairman of the Board
Director's term expires 1996
Director since 1980. Chairman of the Board since January 1986.
Chief Executive Officer (October 1985-June 1994), President
(October 1985-December 1985), Chief Operating Officer--Products
(May 1984-October 1985) and Executive Vice President (June 1980-
May 1984). Officer of ARCO since 1970. Director of H. F.
Ahmanson & Company and its subsidiary, Home Savings of America,
Lockheed Corporation and Chairman of the Board of ARCO Chemical
Company.
RONALD J. ARNAULT, 51
Executive Vice President and Chief Financial Officer
Nominee for Director
Director since 1987. Executive Vice President since October
1987, Chief Financial Officer (June 1984-July 1990 and July
1992-Present) and Senior Vice President (June 1980-October
1987). Officer of ARCO since 1977. Director of ARCO Chemical
Company and SunAmerica, Inc. and Chairman of the Board of Vastar
Resources, Inc.
FRANK D. BOREN, 60
Director's term expires 1997
Director since 1990. President of Sustainable Conservation since
June 1992. President, The Nature Conservancy (January 1987-
January 1990), Partner, McNeill Enterprises (real estate) (1980-
1986 and January 1990-Present) and Partner in the law firm of
Paul, Hastings, Janofsky & Walker (1968-1980).
MIKE R. BOWLIN, 52
President, Chief Executive Officer and
Chief Operating Officer
Nominee for Director
Director since 1992. Chief Executive Officer since July 1994,
President and Chief Operating Officer since June 1993, Executive
Vice President (June 1992-May 1993) and Senior Vice President
(July 1985-June 1992). Officer of ARCO since 1984.
RICHARD H. DEIHL, 66
Nominee for Director
Director since 1987. Former Chairman of the Board (1986-1995),
Chief Executive Officer (1983-1993) and President (1983-1986) of
H. F. Ahmanson & Company (bank holding company). Chairman of the
Board (1983-1993), Chief Executive Officer (1967-1993) and
President (1967-1983) of Home Savings of America (bank).
- --------------------------------------------------------------------------------
4
<PAGE>
- --------------------------------------------------------------------------------
ANTHONY G. FERNANDES, 49
Executive Vice President
Director's term expires 1997
Director since 1994. Executive Vice President since September
1994, Senior Vice President (July 1990-September 1994) and Vice
President and Controller (July 1987-July 1990). Officer of ARCO
since 1987.
JOHN GAVIN, 64
Director's term expires 1997
Director since 1989. Chairman of Gamma Services International
(international consulting services) since January 1990.
President of Univisa Satellite Communications (May 1987-December
1989). Vice President of ARCO (May 1986-May 1987). United States
Ambassador to Mexico (April 1981-May 1986). Director of Dresser
Industries and Pinkerton's, Inc.
HANNA H. GRAY, 64
Director's term expires 1996
Director since 1982. President Emeritus and Harry Pratt Judson
Distinguished Professor of History of the University of Chicago
since July 1993, President and Professor of History (1978-1993).
Director of American Information Technologies (Ameritech),
Cummins Engine Company, J. P. Morgan & Company and Morgan
Guaranty Trust Company of New York.
PHILIP M. HAWLEY, 69
Director's term expires 1996
Director since 1975. Private consultant since his retirement
from Carter Hawley Hale Stores, Inc. (department stores) in
April 1993. Chairman and Chief Executive Officer (1983-1993) and
President (1977-1983). Director of American Telephone &
Telegraph Company, BankAmerica Corp. and its subsidiary Bank of
America, N.T.&S.A., Johnson & Johnson and Weyerhaeuser Company.
KENT KRESA, 57
Director's term expires 1997
Director since 1993. Chairman, President and Chief Executive
Officer of Northrop Grumman Corporation (aerospace) since 1990,
President and Chief Operating Officer of Northrop Corporation
(1987-1990). Director of Chrysler Corporation.
DAVID T. MCLAUGHLIN, 63
Nominee for Director
Director since 1993. Chairman since 1987, Chief Executive
Officer since 1988 and President (1988-1994) of The Aspen
Institute (not-for-profit institute), President of Dartmouth
College (1981-1987). Director of The Chase Manhattan Corporation
and its subsidiary, The Chase Manhattan Bank, N.A., Partnerre Re
Holdings Ltd., Standard Fusee Corporation and Westinghouse
Electric Corporation.
- --------------------------------------------------------------------------------
5
<PAGE>
- --------------------------------------------------------------------------------
JOHN B. SLAUGHTER, 61
Director's term expires 1997
Director since 1989. President of Occidental College since 1988.
Chancellor, University of Maryland (1982-1988). Director of
International Business Machines Corporation, Monsanto Company,
Avery Dennison Corporation and Northrop Grumman Corporation.
WILLIAM E. WADE, JR., 52
Executive Vice President
Director's term expires 1997
Director since 1993. Executive Vice President since June 1993
and Senior Vice President (May 1987-May 1993). Officer of ARCO
since 1985.
HICKS B. WALDRON, 71
Nominee for Director
Director since 1986. Former Chairman of the Board and Chief
Executive Officer of Avon Products, Inc. (cosmetics, jewelry,
health care services) (1984-1988), President and Chief Executive
Officer (1983-1988), and Director (1980-1988). Director of Ryder
System, Inc.
HENRY WENDT, 61
Director's term expires 1996
Director since 1987. Former Chairman of the Board of SmithKline
Beecham, PLC and its USA subsidiary SmithKline Beecham
Corporation (health care products) (1989-1994), Chairman of the
Board and Chief Executive Officer of SmithKline Beckman
Corporation (1987-July 1989), President and Chief Executive
Officer (1982-1987), and President and Chief Operating Officer
(1976-1982). Director of Beckman Instruments, Inc., Allergan,
Inc. and Aviall, Inc.
- --------------------------------------------------------------------------------
6
<PAGE>
COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------
ANNUAL COMPENSATION AWARDS
---------------------------------- ------------------
OTHER RESTRICTED ALL
ANNUAL STOCK OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
NAME & POSITION YEAR ($) ($) ($) ($) (#) ($)
--------------- ---- ---------- ---------- ------------ ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d)
Lodwrick M. Cook 1994 $1,154,572 $1,050,000 $244,716 36,800 $ 160,026
Chairman of the Board 1993 $1,147,740 $ 560,000 $129,258 36,400 $ 131,156
1992 $1,102,032 $ 700,000 $ 67,575 36,000 $ 133,833
Mike R. Bowlin 1994 $ 715,731 $ 600,000 $122,132 86,800 $ 92,089
President 1993 $ 584,000 $ 440,000 $ 80,473 54,700 $ 69,290
Chief Executive Officer 1992 $ 411,621 $ 350,000 $212,860 $1,135,625 20,000 $ 48,817
Chief Operating Officer
Ronald J. Arnault 1994 $ 654,654 $ 500,000 $ 38,034 17,600 $ 114,704
Executive Vice President 1993 $ 650,780 $ 320,000 $ 32,228 20,300 $ 94,942
Chief Financial Officer 1992 $ 624,864 $ 400,000 $ 20,231 20,000 $ 81,249
Anthony G. Fernandes 1994 $ 374,171 $ 265,000 $ 34,919 35,700 $ 57,738
Executive Vice President 1993 $ 346,830 $ 139,558 $ 20,928 5,695 $ 48,750
1992 $ 333,018 $ 167,750 $ 14,286 6,644 $ 46,357
William E. Wade, Jr. 1994 $ 525,000 $ 400,000 $ 68,945 17,600 $ 70,567
Executive Vice President 1993 $ 480,164 $ 250,000 $257,797 39,500 $ 58,781
1992 $ 406,500 $ 204,750 $ 18,998 8,110 $ 49,395
James A. Middleton 1994 $ 654,654 $ 500,000 $ 61,517 -0- $2,332,750
Retired Executive Vice 1993 $ 650,780 $ 320,000 $ 38,039 20,300 $ 83,544
President(e) 1992 $ 624,864 $ 400,000 $ 37,910 20,000 $ 72,023
</TABLE>
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(a) Includes imputed income in respect of the Long-Term Disability Plan and in
respect of interest on relocation loans, tax gross-ups in respect of
relocation expense and financial counseling reimbursements and other
miscellaneous items, and the amount of incremental interest accrued under
the Executive Deferral Plan that exceeds 120% of a specified IRS rate. The
relocation expense and financial counseling reimbursements are increased by
an amount to cover the state and federal income tax obligations of the
recipient associated with the reimbursements, including an additional
amount, based on maximum applicable federal and state income tax rates.
(b) In connection with his election as an Executive Vice President, Mr. Bowlin
was awarded 10,000 shares of restricted stock on June 22, 1992, which vest
on June 22, 1997. The dollar amount shown equals the number of shares of
restricted stock multiplied by the fair market value of the Common Stock
("FMV") of $113.5625 per share on the date of grant. As of December 31,
1994, Mr. Bowlin held 10,000 shares of restricted stock, valued at
$1,017,500, based on a closing price of $101.75 for Common Stock on such
date. Neither of these valuations gives effect to the diminution of value
attributable to the restrictions on such stock. Dividends are paid on the
restricted stock reported in this column at the same rate as on
unrestricted shares.
(Footnotes continued on following page)
7
<PAGE>
(c) The Company's 1985 Executive Long-Term Incentive Plan (the "LTIP") provides
for the award of stock options and a cash payment in respect of dividend
share credits as described in this footnote. Includes option grants under
the LTIP made in February 1995, 1994 and 1993, respectively, based on the
Company's performance for 1994, 1993 and 1992, respectively. Includes
additional option grants made in July 1994 and June 1993 to Mr. Bowlin upon
the occasion of his election to the offices of Chief Executive Officer and
President, respectively. Also includes additional option grants to Messrs.
Wade and Fernandes upon their elections to the offices of Executive Vice
President in 1993 and 1994, respectively. Dividend share credits are
allocated to an optionee's account whenever dividends are declared on
shares of Common Stock. The number of dividend share credits to be
allocated on each record date to an optionee's account is computed by
multiplying the dividend rate per share of Common Stock by the sum of
(i) the number of shares subject to outstanding options and (ii) the number
of dividend share credits then credited to the optionee's account and
dividing the resulting figure by the FMV on such dividend record date.
Subject to certain exceptions, when stock options are exercised,
surrendered or cancelled, the optionee may receive a cash payment equal to
the value of the dividend share credits (FMV of a share of Common Stock on
the exercise date multiplied by the number of dividend share credits)
allocated to such options. In no event do dividend share credits have any
ascertainable market value until the date on which the options in respect
of which such credits have been allocated are exercised. Dividend share
credits are cancelled upon an optionee's termination of employment under
certain specified circumstances.
(d) Includes contributions to the Executive Supplementary Savings Plan,
incremental executive medical plan premiums, financial counseling
reimbursements and certain amounts in respect of the Executive Life
Insurance Plan, as follows:
<TABLE>
<CAPTION>
MR. MR. MR. MR. MR. MR.
YEAR COOK BOWLIN ARNAULT FERNANDES WADE MIDDLETON
---- ------- ------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Executive Supplementary 1994 $92,366 $57,258 $52,372 $29,934 $42,000 $52,372
Savings Plan 1993 $91,819 $46,671 $52,062 $27,746 $38,383 $52,062
1992 $88,163 $32,930 $49,989 $26,641 $32,520 $49,989
Incremental Executive 1994 $ 8,554 $ 8,554 $ 8,554 $ 8,554 $ 8,554 $ 8,554
Medical Plan premiums 1993 $ 6,780 $ 6,780 $ 6,780 $ 6,780 $ 6,780 $ 6,780
1992 $ 6,355 $ 6,355 $ 6,355 $ 6,355 $ 6,355 $ 6,355
Financial Counseling 1994 $14,375 $11,901 $ -- $ 5,700 $ 7,300 $ 8,250
reimbursements 1993 $16,854 $10,441 $12,250 $ 8,816 $ 8,700 $11,891
1992 $25,180 $ 7,175 $ 6,900 $ 9,956 $ 7,310 $ 8,770
Executive Life Insurance 1994 $44,731 $14,376 $53,778 $13,550 $12,713 $33,850
Plan 1993 $15,703 $ 5,398 $23,850 $ 5,408 $ 4,918 $12,811
1992 $14,135 $ 2,357 $18,005 $ 3,405 $ 3,210 $ 6,909
</TABLE>
In addition to the dollar amounts shown in the column, dividend share
credits accrued to the accounts of the named executives during 1994, 1993
and 1992, respectively, are as follows: Mr. Cook: 10,505; 7,310; 5,442; Mr.
Bowlin: 7,997; 3,923; 2,333; Mr. Arnault: 6,115; 5,044; 3,994; Mr.
Fernandes: 2,930; 2,027; 1,651; Mr. Wade: 5,358; 3,386; 2,563; and Mr.
Middleton: 6,611; 4,720; 3,672.
(e) Mr. Middleton served as Executive Vice President and Director of ARCO
through September 26, 1994 and retired as an employee on January 1, 1995.
In connection with his retirement, Mr. Middleton's retirement benefit will
be enhanced pursuant to the Supplementary Executive Retirement Plan (the
"SERP"), thereby increasing the lump-sum value of his retirement benefit by
$1,700,965. Mr. Middleton also received a payment of $528,759 comprised of
a special payment for 36 weeks pay under a severance plan and six weeks
vacation pay based on normal company policy for retiring executives. In
addition, pursuant to the SERP, Mr. Middleton became entitled to regular
benefits thereunder, which are payable, at the election of Mr. Middleton,
in the form of various annuities or a lump sum. Examples of the regular
benefit are shown in the table captioned "Estimated Retirement Benefits" on
page 15.
8
<PAGE>
OPTION GRANTS FOR 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(a) POTENTIAL REALIZABLE VALUE AT
--------------------------------------------------- ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK PRICE
OPTIONS OPTIONS GRANTED EXERCISE APPRECIATION FOR OPTION TERM(b)
GRANTED TO EMPLOYEES PRICE EXPIRATION -------------------------------
NAME (#) FOR 1994 ($/SH) DATE 5% 10%
---- ------- --------------- -------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Lodwrick M. Cook 36,800 7.6% $109.000 February 27, 2005 $2,522,640 $6,392,896
Mike R. Bowlin 36,800 7.6% $109.000 February 27, 2005 $2,522,640 $6,392,896
50,000 (c) $101.125 June 27, 2004 $3,179,750 $8,058,250
Ronald J. Arnault 17,600 3.6% $109.000 February 27, 2005 $1,206,480 $3,057,472
Anthony G. Fernandes 17,600 3.6% $109.000 February 27, 2005 $1,206,480 $3,057,472
18,100 (c) $101.125 September 27, 2004 $1,151,070 $2,917,087
William E. Wade, Jr. 17,600 3.6% $109.000 February 27, 2005 $1,206,480 $3,057,472
Stock Price
2/27/95 Grant(d) $177.55 $282.72
6/27/94 Grant(e) $164.72 $262.29
9/27/94 Grant(e) $164.72 $262.29
All Stockholders(d) $11,020,000,000 $27,926,000,000
(e) $10,223,000,000 $25,908,000,000
</TABLE>
- -------
(a) The ten-year options were granted on February 27, 1995 pursuant to the LTIP
at an exercise price equal to the FMV on date of grant. These option grants
were awarded based on Company and individual performance in 1994. Each
option will become exercisable as to 50% of the total shares granted on
February 27, 1996; the remaining 50% will become exercisable on February
27, 1997. Additionally, ten-year options were granted on June 27, 1994 to
Mr. Bowlin and on September 27, 1994 to Mr. Fernandes at an exercise price
equal to the FMV on date of grant. Options become exercisable as to 50% of
the total shares granted on June 27, 1995 and September 27, 1995,
respectively; the remaining 50% will become exercisable on June 27, 1996
and September 27, 1996, respectively. Options and the dividend share
credits associated with such options are cancelled upon an optionee's
termination of employment under certain specified circumstances. The
Compensation Committee has the right, in its sole discretion, to accelerate
exercisability of options upon a change of control. See footnotes (c) and
(d) to the Summary Compensation Table.
(b) These columns present hypothetical future values of the stock obtainable
upon exercise of the options net of the option's exercise price, assuming
that the market price of the Company's common stock appreciates at a five
and ten percent compound annual rate over the ten-year term of the options.
The five and ten percent rates of stock price appreciation are presented as
examples pursuant to the Proxy Rules and do not necessarily reflect
management's assessment of the Company's future stock price performance.
The potential realizable values presented are not intended to indicate the
value of the options and are exclusive of the value, if any, that might be
realized in the future in respect of dividend share credits.
(c) These option grants on June 27, 1994 to Mr. Bowlin and on September 27,
1994 to Mr. Fernandes were special grants made upon their election to the
offices of Chief Executive Officer and Executive Vice President,
respectively. Mr. Bowlin's special option grant represents 8.7%, and Mr.
Fernandes' special option grant represents 3.2%, of the total options
granted during 1994.
(d) Based on total number of common shares outstanding on December 31, 1994 of
160,753,966 and purchase price of $109.00.
(e) Based on total number of common shares outstanding on December 31, 1994 of
160,753,966 and purchase price of $101.125.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES
(AS OF DECEMBER 31, 1994)
<TABLE>
<CAPTION>
VALUE OF IN-THE-MONEY
NUMBER OF UNEXERCISED UNEXERCISED OPTIONS AT
OPTIONS AT YEAR-END(a) YEAR-END(b)(c)
------------------------- -------------------------
SHARES
ACQUIRED VALUE
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lodwrick M. Cook 0 0 132,100 54,400 $0 $27,300
Mike R. Bowlin 0 0 69,322 100,300 $325,429 $50,675
Ronald J. Arnault 11,523 $344,460(d) 66,775 30,300 $120,750 $15,225
Anthony G. Fernandes 0 0 35,706 27,117 $240,547 $15,584
William E. Wade, Jr. 0 0 60,535 33,955 $320,389 $15,225
James A. Middleton 0 0 84,700 30,300 $241,500 $15,225
</TABLE>
- --------
(a) Each option carries with it the right to potential dividend share credits,
as described in footnotes (c) and (d) to the Summary Compensation Table.
(b) Closing price of ARCO Common Stock on December 31, 1994 was $101.75.
(c) For illustrative purposes only, Registrant has calculated the hypothetical
aggregate values of both in-the-money options and out-of-the-money options,
including dividend share credits. These calculations assume these options
were exercised on December 31, 1994.
<TABLE>
<CAPTION>
YEAR-END OPTION VALUES, INCLUDING
DIVIDEND SHARE CREDIT VALUES
-----------------------------------------
EXERCISABLE OPTIONS UNEXERCISABLE OPTIONS
------------------- ---------------------
<S> <C> <C>
Mr. Cook $1,060,586 $176,219
Mr. Bowlin $1,242,294 $291,564
Mr. Arnault $ 837,242 $ 98,276
Mr. Fernandes $ 873,655 $ 63,232
Mr. Wade $1,230,952 $ 98,276
Mr. Middleton $1,262,487 $ 98,276
</TABLE>
(d) Mr. Arnault also received a payment of $506,648 in respect of the value of
the dividend share credits allocable to the options exercised.
10
<PAGE>
PERFORMANCE GRAPH*
The graph below compares the cumulative total stockholder return of the Company
with the cumulative total return on the S&P 500 Stock Index and a group of
eight other peer companies.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN**
ARCO Common, S&P Composite-500 and Peer Group***
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period Oil
(Fiscal Year Covered) ARCO Peer Group S&P 500
- -------------------- ---------- ---------- -------
<S> <C> <C> <C>
Measurement Pt-12/31/89 $100 $100 $100
FYE 12/31/90 $115.5 $103.4 $ 96.9
FYE 12/31/91 $104.6 $115.4 $126.4
FYE 12/31/92 $118.1 $119.9 $136.0
FYE 12/31/93 $113.7 $138.7 $149.7
FYE 12/31/94 $115.9 $147.1 $151.6
</TABLE>
- --------
* Pursuant to the Proxy Rules, this section of the proxy statement is not
deemed "filed" with the SEC and is not incorporated by reference into the
Company's Report on Form 10-K.
** Assumes the value of the investment in ARCO Common Stock and each index was
$100 on December 31, 1989 and that all dividends were reinvested.
*** Peer group includes Amoco, Occidental, Phillips, Unocal, Chevron, Exxon,
Mobil and Texaco, weighted for market capitalization as of the beginning of
each year of the five-year period.
11
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION*
The Compensation Committee of ARCO's Board of Directors ("the Committee")
administers ARCO's executive compensation program. At the meeting held on
February 27, 1995, the Committee was composed of the nine non-employee
directors listed below, none of whom have ever served as an employee or officer
of the Company.
Compensation Philosophy
ARCO's executive compensation program is designed to facilitate the long-term
success and growth of the Company through the attraction, motivation and
retention of outstanding executives. As part of this goal, ARCO seeks to align
its compensation programs for senior management with the Company's performance.
The Committee has conducted a full review of ARCO's executive compensation
program. The Committee considers various qualitative and quantitative
indicators of Company and individual performance in determining the level of
compensation for ARCO's Chief Executive Officer ("CEO") and its other executive
officers. The review has included an evaluation of ARCO's performance both on a
short and long-term basis. The Committee's review included an analysis of
quantitative measures, such as total stockholder return, return on
stockholders' equity ("ROSE") and percent change in operating and net income.
The Committee also considered qualitative measures such as leadership,
experience, strategic direction, community representation and social
responsibility. The Committee has been sensitive to management's maintaining a
balance between actions to foster long-term value creation, as well as short-
term performance.
The Committee also evaluates total executive compensation in light of the
compensation practices and financial performance of an oil industry peer group
("Peer Group"). The Peer Group, composed of a group of eight integrated major
oil companies that the Committee believes are comparable to the Company, is the
same peer group used in the Performance Graph on page 11 of the Proxy
Statement. Depending on the Company's performance relative to the Peer Group
and individual performance, the Committee determines appropriate base salary,
annual incentive award and long-term incentive award levels for the Company's
executives. The Committee does not apply any specific quantitative formulae in
arriving at its compensation decisions on base pay and long-term incentive
awards. The Committee does apply specific quantitative formulae, as described
below, in arriving at its annual incentive award decisions.
Components of Executive Compensation
Base salaries are targeted slightly above the median of the Peer Group and are
set at levels considered appropriate in light of the scope of responsibilities
of each executive officer's position. Base salaries are reviewed each year and
generally adjusted relative to individual performance and competitive salaries
within the Peer Group.
The CEO and the other executive officers receive incentive compensation awards
under the Company's Annual Incentive Plan ("AIP"). AIP awards are determined by
a formula that uses ARCO's three-year simple average ROSE as the performance
criteria. The Company considers ROSE an important performance criteria and, by
linking AIP awards to it, the Company believes a clear incentive has been
provided to executives to improve the Company's ROSE performance.
ROSE is calculated using adjusted net income which is defined as after-tax
operating income as adjusted to exclude non-routine or "special" items. A
three-year simple average ROSE recognizes the long-term investment structure of
the oil industry and also mitigates the effects of sharp swings in year-to-year
results.
- --------
*Pursuant to the Proxy Rules, this section of the proxy statement is not deemed
"filed" with the SEC and is not incorporated by reference into the Company's
Report on Form 10-K.
12
<PAGE>
Target AIP award levels are set for each participant, expressed as a percentage
of base salary, at approximately the 50th percentile of the Peer Group's bonus
awards. ARCO's three-year ROSE is compared to the simple average of the three-
year ROSE of the Peer Group ("Peer Group ROSE"). The Peer Group's ROSE
calculations are also determined using adjusted net income. To the extent
ARCO's ROSE exceeds the Peer Group ROSE, the percentage of the target award
level earned is adjusted proportionately upward; to the extent ARCO's ROSE is
less than the Peer Group ROSE, the target award level earned is reduced
proportionately; in the event ARCO's ROSE were less than 75% of the Peer Group
ROSE, no awards would be paid out. For example, if ARCO's ROSE were 12% and the
Peer Group ROSE were 10%, then 120% of the target award levels would be paid
out; on the other hand, if ARCO's ROSE were 8% and the Peer Group ROSE were
10%, then 80% of the target levels would be paid out. If ARCO's ROSE were 7.4%
and the PEER Group ROSE were 10%, then no bonus payments would be made.
The AIP also limits the funding pool available for award payments to 2% of the
Company's adjusted net income. Accordingly, maximum total award payments are
adjusted based on the size of the funding pool available. The AIP also
prescribes individual award limits wherein recipients cannot receive more than
two times their target award level.
After the maximum award payments have been calculated according to the above
methodology, the Compensation Committee reviews the amounts in light of Company
and individual performance. The Compensation Committee has no discretion to
increase award payments to the named executive officers (the "NEOs") listed in
the Summary Compensation Table above the maximum amounts, but does retain
discretion to lower award payments to the NEOs. The Compensation Committee
generally makes its final decisions on AIP awards in February of each year.
The CEO and the other executive officers also receive incentive compensation
awards under the Company's Long-Term Incentive Plan ("LTIP"). The LTIP
authorizes the Committee to make awards of stock options with dividend share
credits. Dividend share credits are described in footnote (c) to the Summary
Compensation Table. The Committee believes stock options with dividend share
credits are an effective long-term award instrument because they focus
management's attention on total stockholder return through share price
appreciation and dividend payments. Annual stock option awards are granted each
February based on Company and individual performance. The exercise price is
equal to the fair market value of Common Stock on the date of grant. The LTIP
also authorizes awards of restricted stock. Although the Committee made one
award of restricted stock in 1992, as described in the Summary Compensation
Table, it has made no awards of restricted stock since then.
Each year an independent compensation consultant reviews the Company's
executive compensation program. The review includes an assessment of the
Company's executive compensation recommendations with regard to compensation
levels and Company performance relative to the Peer Group. After reviewing the
1995 program, the consultant concluded that ARCO's 1995 executive compensation
program was reasonable based on a review of the Company's short and long-term
performance. After comparing ARCO's ROSE, return on capital employed ("ROCE")
and total stockholder return to those of the Peer Group, the consultant
concurred with the conclusions of the Compensation Committee. These conclusions
are described in the next paragraph.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
Lodwrick M. Cook was the Company's Chairman of the Board and CEO from January
1, 1994 throughJune 30, 1994. On July 1, 1994, Mike R. Bowlin became the
Company's CEO and currently serves in this position. Mr. Cook remains as the
Company's Chairman of the Board. In evaluating the compensation for Messrs.
Cook and Bowlin, the Committee recognized that many of the Company's 1994 goals
and objectives were achieved despite the fact that continued weakness in crude
oil prices and other product markets dominated total stockholder return and
largely offset substantial cost reduction efforts.
13
<PAGE>
Nonetheless, for 1994, ARCO's ROSE was second among the Company's Peer Group
and ROCE was above the average of the Peer Group. Over the past five-year
period, ARCO had the highest ROSE and ROCE among the Peer Group. Additionally,
in 1994, ARCO replaced 106% of its production.
Under the Company's performance-based AIP, ARCO's three-year ROSE was first
among the Peer Group. For the period ended December 31, 1994, ARCO's three-year
ROSE was 14.1% compared to the Peer Group ROSE of 9.8%. Final AIP awards were
calculated using the ROSE percentages and by applying the adjusted net income
cap which limits total awards to 2% of adjusted net income. The effect of the
net income cap was to reduce awards by approximately 3%.
Based on the Company's performance and compensation philosophy, in February
1995, the Compensation Committee approved the following compensation programs
for Messrs. Bowlin and Cook and guidelines for the other NEOs listed in the
Summary Compensation Table:
Mr. Bowlin
-- A 10% salary increase was awarded to Mr. Bowlin, bringing his salary to
$850,000.Mr. Bowlin's salary, which reflects his new responsibilities as
CEO, is below the median CEO salary of the Peer Group.
-- Pursuant to the Company's ROSE-based AIP, Mr. Bowlin was awarded a cash
bonus of $600,000.
-- A stock option award targeted at the middle of the Peer Group's long-
term incentive awards. Mr. Bowlin was awarded 36,800 stock options.
Mr. Cook
Several additional factors were taken into consideration in arriving at Mr.
Cook's compensation. In 1993, Mr. Cook agreed, at the request of the Board of
Directors, to stay on for an additional two years past the Company's normal
retirement age of 65. Mr. Cook agreed to this arrangement to ensure an orderly
transition at the Company's senior management level. For numerous reasons, it
was deemed appropriate to accelerate Mr. Bowlin's promotion to CEO by one year
to July 1994. Mr. Cook, however, continues as the Company's Chairman of the
Board, again to provide his support and experience in facilitating the
management transition. In recognition of Mr. Cook's service beyond the
Company's normal retirement age and his 38 years of Company service, the last
nine years of which have been as CEO, the Compensation Committee approved the
following compensation program for Mr. Cook:
-- A 3% salary increase was awarded to Mr. Cook. Mr. Cook's annual salary
increased to $1,189,000.
-- Pursuant to the Company's ROSE-based AIP, Mr. Cook was awarded a cash
bonus of $1,050,000.
-- A stock option award targeted at the middle of the Peer Group's long-
term incentive awards. Mr. Cook was awarded 36,800 stock options.
Other NEOs
The Compensation Committee approved, for executive officers serving in 1995, an
average salary increase of 3%, bonus awards pursuant to the formula prescribed
by the AIP and LTIP awards targeted at the middle of the Peer Group's long-term
incentive awards. Exceptions are made for individual executives who are
promoted. Mr. Middleton, who retired on January 1, 1995, received a bonus award
pursuant to the formula prescribed by the AIP, but no LTIP award.
DEDUCTIBLE COMPENSATION LIMITATION
Section 162(m) of the Internal Revenue Code limits the deductibility to the
Company of cash compensation in excess of $1 million paid to any one of the
Company's NEOs during any fiscal year, unless such compensation meets certain
requirements. The Company believes its AIP and LTIP comply with the rules under
Section 162(m) for treatment as performance-based remuneration, allowing the
Company to deduct compensation paid to executives under these two plans.
Henry Wendt, Chairman Hanna H. Gray David T. McLaughlin
Frank D. Boren Philip M. Hawley John B. Slaughter
Richard H. Deihl Kent Kresa Hicks B. Waldron
February 27, 1995
14
<PAGE>
Estimated Retirement Benefits
The following table shows estimated annual pension benefits payable to officers
and other key employees upon retirement on January 1, 1995 at age 65 under the
provisions of the Atlantic Richfield Retirement Plan II and the Supplementary
Executive Retirement Plan currently in effect.
<TABLE>
<CAPTION>
AVERAGE FINAL EARNINGS
(AVERAGE OF HIGHEST THREE APPROXIMATE ANNUAL BENEFIT FOR YEARS OF
CONSECUTIVE YEARS OF BASE MEMBERSHIP SERVICE INDICATED(a)(b)
SALARY PLUS ANNUAL -----------------------------------------------------------
INCENTIVE PLAN AWARDS) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ------------------------- -------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$2,250,000 $519,000 $692,000 $864,000 $1,037,000 $1,210,000 $1,373,000
2,000,000 461,000 615,000 768,000 922,000 1,075,000 1,220,000
1,750,000 403,000 538,000 672,000 806,000 941,000 1,068,000
1,500,000 345,000 461,000 576,000 691,000 806,000 915,000
1,250,000 288,000 384,000 479,000 575,000 671,000 762,000
1,000,000 230,000 307,000 383,000 460,000 536,000 609,000
750,000 172,000 230,000 287,000 344,000 402,000 456,000
500,000 114,000 153,000 191,000 229,000 267,000 303,000
250,000 57,000 76,000 94,000 113,000 132,000 150,000
</TABLE>
- --------
(a) The amounts shown in the above table are necessarily based upon certain
assumptions, including retirement of the employee on January 1, 1995 and
payment of the benefit under the basic form of allowance provided under the
Retirement Plan (payment for the life of the employee only with a
guaranteed minimum payment period of 60 months). The amounts will change if
the payment is made under any other form of allowance permitted by the
Retirement Plan, or if an employee's immediate retirement occurs after
January 1, 1995, because the Social Security Integration Level of such
employees (one of the factors used in computing the annual retirement
benefits) may change during the employee's subsequent years of membership
service. The benefits shown are not subject to deduction for Social
Security benefits or other offset amounts.
(b) As of December 31, 1994, the credited years of service under the Retirement
Plan for the six named executive officers were: Mr. Cook, 37.916; Mr.
Bowlin, 26.000; Mr. Arnault, 25.666; Mr. Fernandes, 26.333; Mr. Wade,
26.583 and Mr. Middleton, 35.166.
15
<PAGE>
COMPENSATION OF DIRECTORS
Directors' Fees
Directors who are employees of the Company are not paid any fees or additional
compensation for service as members of the Board or any Board committee.
Directors who are not employees of ARCO, including former officers of ARCO who
are directors, receive an annual fee of $40,000 and $1,000 for each Board or
committee meeting attended. In addition, the Chairmen of the Audit,
Compensation and Environment, Health and Safety Committees each receive $18,000
per year and the Chairman of the Nominating Committee receives $5,000 per year.
Directors' fees may be deferred pursuant to the Outside Directors' Deferral
Plan described below.
Retirement Plan for Outside Directors
The Atlantic Richfield Company Retirement Plan for Outside Directors (the
"Outside Directors' Retirement Plan") is an unfunded, non-qualified retirement
plan for directors who are not employees of ARCO. They are eligible to
participate after serving three years as a member of the Board of Directors.
The annual retirement benefit is equal to the director's annual retainer fee
immediately preceding the participant's retirement from the Board. The benefit
is payable for the period equal to the time the director served on the Board.
However, if a director has served for at least 15 years as a member of the
Board, the benefit will be paid for the greater of the period described in the
preceding sentence or until death. Retired officers of ARCO who are directors
participate in the Outside Directors' Retirement Plan commencing three years
after their retirement.
Stock Option Plan for Outside Directors
The Atlantic Richfield Company Stock Option Plan for Outside Directors (the
"Outside Directors' Plan") provided that in December 1990, when the plan was
adopted, ten-year nonqualified stock options to purchase 1,000 shares of Common
Stock were granted to each outside director at an exercise price per share
equal to the fair market value of Common Stock on the date of grant.
Thereafter, each newly elected outside director will be granted ten-year
options to purchase 1,000 shares of Common Stock. The number of shares of
Common Stock reserved for issuance under the Outside Directors' Plan is 40,000.
No options may be granted after December 31, 2000. Dividend share credits are
allocated in respect of outstanding options on the same terms on which they are
allocated under the LTIP. See "Compensation of Executive Officers--Summary
Compensation Table," footnote (c). The Outside Directors' Plan is administered
by the Outside Director Stock Option Plan Committee appointed by the Board of
Directors. No member of the Board of Directors serves on this committee.
Deferral Plan for Outside Directors
The Atlantic Richfield Company Deferral Plan for Outside Directors (the
"Outside Directors' Deferral Plan") was adopted in 1990 to permit outside
directors to defer up to 100% of their annual retainer and meeting fees to
which they are entitled. In 1994 the outside directors with deferral accounts
and the amount of accrued interest exceeding 120% of a specified IRS rate were:
Mr. Gavin: $9,453; Mr. Kresa: $1,496; Mr. McLaughlin: $6,663; Mr. Waldron:
$1,213; and Mr. Wendt: $12,879.
16
<PAGE>
BOARD OF DIRECTORS
DIRECTORS' MEETINGS
The Board of Directors met eleven times during 1994. All of ARCO's directors
except one attended 75% or more of the aggregate of all meetings of the Board
of Directors and committees on which they served during 1994. Mrs. Gray
attended 63% of all meetings.
EXECUTIVE COMMITTEE
The Executive Committee has and may exercise all the authority of the Board of
Directors in the management of the business of ARCO in the interim between
meetings of the Board of Directors. The Committee met one time in 1994.
The Executive Committee presently consists of Mr. Cook, Chairman, and Messrs.
Arnault, Bowlin, Deihl, Fernandes, Hawley and Wade.
COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors reviews and approves
compensation plans and such other benefits as it deems advisable, makes
recommendations to the Board as to management succession plans and administers
the following executive benefit plans of ARCO: the LTIP, the AIP, the Special
Incentive Plan, the Supplementary Executive Retirement Plan and the Executive
Supplementary Savings Plan. No member of the Committee is an officer or
employee of the Company or a former officer of the Company and no member is
eligible to participate in any benefit plan of the Company that is administered
by the Committee. The Committee met five times during 1994.
The Compensation Committee presently consists of Mr. Wendt, Chairman, Mrs. Gray
and Messrs. Boren, Deihl, Hawley, Kresa, McLaughlin, Slaughter and Waldron.
NOMINATING COMMITTEE
The Nominating Committee of the Board of Directors considers and makes
recommendations to the Board as to the number of directors to constitute the
whole Board, the names of persons whom it concludes should be considered for
Board membership, and makes recommendations as to the selection, tenure and
retirement of directors. The Committee met two times during 1994. The Committee
will consider nominees recommended by stockholders. Such recommendations should
be submitted to the Corporate Secretary.
The Nominating Committee presently consists of Mr. Hawley, Chairman, and
Messrs. Cook, Gavin and Waldron.
AUDIT COMMITTEE
The objectives of the Audit Committee are to assist the Board of Directors in
fulfilling its fiduciary responsibilities relating to the Company's financial
reporting standards and practices, to determine the adequacy of and promote the
Company's continued emphasis on managerial and financial control systems, to
maintain open, continuing and direct communication between the Board of
Directors and both the Company's independent public accountants and its
internal auditors, and to instigate any special investigations of conflicts of
interest and compliance with federal, state and local laws and regulations,
including the Foreign Corrupt Practices Act, as may be warranted. The
independent accountants and the internal auditors have full and free access to
the Audit Committee and meet with
17
<PAGE>
it, with and without management being present, to discuss all appropriate
matters. No member of the Committee is an officer or employee of the Company.
The Committee met three times in 1994.
The Audit Committee presently consists of Mr. Deihl, Chairman, Mrs. Gray and
Messrs. Gavin, Hawley and McLaughlin.
ENVIRONMENT, HEALTH AND SAFETY COMMITTEE
The Environment, Health and Safety Committee of the Board of Directors reviews
and assesses the Company's policies, procedures and practices relating to (i)
the protection of the environment and the health and safety of employees,
customers, contractors and the public, (ii) compliance with applicable laws and
regulations and (iii) development of Company environmental, health and safety
goals and objectives. The Committee also makes recommendations to the Board as
to such policies, procedures and practices. No member of the Committee is an
officer or director of the Company. The Committee met three times in 1994.
The Environment, Health and Safety Committee presently consists of Mr. Boren,
Chairman, and Messrs. Kresa, Slaughter, Waldron and Wendt.
PROPOSAL TO APPROVE THE APPOINTMENT OF INDEPENDENT AUDITORS
Item 2 on Proxy Card
The Board of Directors has appointed Coopers & Lybrand L.L.P., Certified Public
Accountants, to audit the financial statements of ARCO and its consolidated
subsidiaries for the year 1995. Coopers & Lybrand L.L.P. has acted in this
capacity for many years. Since June 1987 Coopers & Lybrand L.L.P. has also
acted as the independent auditor for ARCO Chemical. In addition, since July
1988 Coopers & Lybrand L.L.P. has acted as the independent auditor for Lyondell
and since October 1993 for Vastar. From time to time Coopers & Lybrand L.L.P.
also performs consulting work for ARCO and its subsidiaries. The firm has no
other relationship with ARCO or any of its subsidiaries except the existing
professional relationships of Certified Public Accountants.
Representatives of Coopers & Lybrand L.L.P. will be present at the meeting and
will have the opportunity to make a statement if they desire to do so. These
representatives will also be available to respond to appropriate questions.
The proposal will be approved if it receives the affirmative vote of a majority
of votes of the shares represented at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE APPOINTMENT
OF COOPERS & LYBRAND L.L.P. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.
18
<PAGE>
STOCKHOLDERS' PROPOSAL
Item 3 on Proxy Card
The following stockholders' proposal has been submitted for a vote of the
stockholders at the Annual Meeting. The proposal and proponents' statements in
support thereof are set forth on the following pages along with the Company's
reasons for recommending a vote AGAINST the proposal. To be adopted, the
proposal must be approved by the affirmative vote of the majority of shares
present in person or represented by proxy at the Annual Meeting.
PUBLIC ENVIRONMENTAL REPORTING
Management has been advised that the American Baptist Home Mission Society,
Valley Forge, Pennsylvania, the owner of 6,300 shares of Common Stock, and six
co-filers consisting of five religious organizations holding 20,559 shares of
Common Stock, and a mutual fund holding 3,200 shares intend to submit the
following proposal at the meeting:
WHEREAS WE BELIEVE: The responsible implementation of sound, credible
environmental policy increases long-term shareholder value by increasing
efficiency, decreasing clean-up costs, reducing litigation, and enhancing
public image and product attractiveness;
Adherence to public standards for environmental performance gives a company
greater public credibility than following standards created by industry alone.
For maximum credibility and usefulness, such standards should reflect what
investors and other stockholders want to know about the environmental records
of their companies;
Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help
investors and the public to understand environmental progress and problems;
Uniform standards for environmental reports permit comparisons of performance
over time. It also allows companies to attract new capital from investors
seeking investments which are environmentally responsible and responsive and
which minimize risk of environmental liability.
AND WHEREAS: The Coalition for Environmentally Responsible Economies (CERES) --
which comprises large institutional investors (including shareholders of this
Company) with $160 billion in stockholdings, public interest representatives,
and environmental experts -- consulted with corporations and produced
comprehensive public standards for both environmental performance and
reporting. Over 80 companies, including Sun [Oil], General Motors, H.B. Fuller,
Polaroid, and Arizona Public Service Company have endorsed the CERES Principles
to demonstrate their commitment to public environmental accountability.
Fortune-500 endorsers speak enthusiastically about the benefits that flow from
working with CERES: increasing public credibility; adding "value" to the
company's environmental initiatives; and advancing the company's own
environmental plans and agenda.
In endorsing the CERES Principles, a company commits to work toward:
1. Protection of the biosphere
2. Sustainable use of natural resources
3. Waste reduction and disposal
4. Energy conservation
5. Risk reduction
6. Safe products and services
7. Environmental restoration
8. Informing the public
9. Management commitment
10. Audits and reports
19
<PAGE>
[Full text of the CERES Principles and the accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Avenue, Boston MA 02110, tel: 617/451-
0927].
RESOLVED: Shareholders request the Company to prepare a report (at reasonable
cost and omitting proprietary information) describing company programs,
progress and future plans relative to the environment and the CERES Principles,
and using the standard CERES Report Form as a guide.
STATEMENT OF PROPOSING STOCKHOLDER
Concerned investors are asking the Company to be publicly accountable for its
environmental impact, including collaborating with this corporate-
environmental-investor-community coalition to develop: standards for
environmental performance and disclosure; methods for measuring progress toward
these goals; and a format for public reporting of progress. We believe this is
comparable to the European Community regulation for voluntary participation in
verified and publicly-reported eco-management and auditing.
Without such public scrutiny, corporate environmental policies and reports lack
the critical component of adherence to standards upheld by management and
stakeholders alike. Shareholders are asked to vote FOR this resolution to
encourage our Company to demonstrate environmental leadership and
accountability.
RECOMMENDATION OF DIRECTORS AGAINST THE PROPOSAL
THE BOARD OF DIRECTORS ASKS THAT YOU VOTE NO ON THIS PROPOSAL. The proposal is
substantially similar to proposals included in the Company's 1990, 1991, 1992,
1993 and 1994 proxy statements which have been overwhelmingly rejected each
year.
The proponents are asking stockholders to approve a request that the Company
prepare a report using the standard CERES Report Form as a guide. The Company
believes that the CERES reporting format is unduly complex and lengthy and
occasionally ambiguous. The Company also believes the reporting requirements
proposed by CERES are totally inappropriate and unduly burdensome because of
the extensive data requested. To ARCO's knowledge, only a small number of
publicly owned companies have entered into agreements with CERES. ARCO
currently communicates with the public and its stockholders concerning its
environmental performance. ARCO does not believe there is any justification for
requiring use of the CERES Report Form to report on environmental performance.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY OTHERWISE.
20
<PAGE>
OTHER BUSINESS
The Board of Directors is not aware of any other matters to be presented at the
meeting. If any other matters should properly come before the meeting, the
persons named in the enclosed proxy form will vote the proxies in accordance
with their best judgment.
VOTING PROCEDURES
The vote required for the election of directors is the affirmative vote of the
plurality of votes of the shares represented at the meeting. Unless authority
to vote for any director is withheld in the proxy, votes will be cast in favor
of election of the nominees. Votes withheld from election of directors are
counted as votes "against" election of directors. The vote required for the
approval of the stockholders' proposal is the affirmative vote of a majority of
votes of the shares represented at the meeting. If no vote is marked with
respect to any matter, the shares will be voted in accordance with the Board of
Directors' recommendations. Broker non-votes, if any, will not be counted as
shares present at the meeting in respect of each matter voted upon. The percent
of votes cast as to each matter is calculated by dividing the number of each of
the votes "for," "against," and "abstaining" by the total number of shares
represented at the meeting. All shares of Common Stock and Preference Stocks
vote together as one class.
Certain of ARCO's employee benefit plans, including the CAP Plan II and the
Savings Plan II, in which officers have account balances, permit plan
participants to direct the plan trustees how to vote the Common Stock allocated
to their accounts. The trustee for each such plan will vote all shares of
Common Stock for which no participant directions are received in the same
proportion as all those shares of Common Stock for which directions are
received. As to shares formerly held in the ARCO PAYSOP and currently held
under one of the capital accumulation plans of ARCO, of ARCO Chemical, of
Vastar or of Lyondell, the trustee will not vote those shares of Common Stock
for which participant voting instructions are not received unless instructed as
to how to vote such shares by the Company, ARCO Chemical, Vastar or Lyondell,
as the case may be.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, if any, to file with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of equity
securities of the Company. Such persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended December 31, 1994, the
Company's officers and directors complied with all applicable Section 16(a)
filing requirements. These statements are based solely on a review of the
copies of such reports furnished to the Company by its officers and directors
and their written representations that such reports accurately reflect all
reportable transactions and holdings.
PROXY SOLICITATION
The expense of soliciting proxies will be paid by ARCO. The Company has
retained Hill and Knowlton, Inc. to solicit proxies at an estimated fee of
$20,000, plus expenses. Some of the officers and other employees of ARCO also
may solicit proxies personally, by telephone and by mail, if deemed
appropriate.
21
<PAGE>
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1996 Annual Meeting must
be received by November 13, 1995. Such proposals should be addressed to the
Corporate Secretary.
ADDITIONAL INFORMATION AVAILABLE
THE COMPANY FILES AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND
EXCHANGE COMMISSION. STOCKHOLDERS MAY OBTAIN A COPY OF THIS REPORT (WITHOUT
EXHIBITS), WITHOUT CHARGE, BY WRITING TO THE INVESTOR RELATIONS DEPARTMENT, 515
SOUTH FLOWER STREET, LOS ANGELES, CA 90071 (TELEPHONE (213) 486-3710).
By order of the Board of Directors
/s/ Bruce G. Whitmore
Bruce G. Whitmore
Senior Vice President,
General Counsel and
Corporate Secretary
Los Angeles, California
March 13, 1995
22
<PAGE>
[ARCO OF LOGO]
[RECYCLE LOGO] Printed on Recycled paper.
<PAGE>
GRAPHIC MATERIAL CROSS-REFERENCE PAGE
Photos of the Directors and Nominees for Directors appearing to the left of
each respective name and description of offices held are shown on pages 4
through 6.
<PAGE>
(INITIAL MAILING OF PROXY STATEMENT AND PROXY
CARD TO RECORD STOCKHOLDERS)
- --------------------------------------------------------------------------------
0184
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS, FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
- -------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. Approval of [_] [_] [_]
Directors. appointment of
Coopers & Lybrand
as independent
auditors.
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
- ------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholders' proposal [_] [_] [_]
requesting public
environmental reporting.
- ------------------------------------------------------------
Comments or change of address on reverse side. [_]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
--------------------------
1995
--------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
Please carefully detach here and return this proxy
in the enclosed reply envelope.
[LOGO OF ARCO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
DEAR STOCKHOLDER:
The annual meeting of stockholders of Atlantic Richfield Company will be held on
May 1, 1995. We urge you to promptly sign, date and return the proxy card in the
envelope provided.
<PAGE>
- --------------------------------------------------------------------------------
[LOGO OF ARCO] ATLANTIC RICHFIELD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 1, 1995
The undersigned hereby constitutes and appoints Anthony G. Fernandes, William
E. Wade, Jr. and Bruce G. Whitmore, and each of them, true and lawful agents
and proxies with full power of substitution in each, to represent the under-
signed at the Annual Meeting of Stockholders of ATLANTIC RICHFIELD COMPANY to
be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los Angeles,
California on Monday, May 1, 1995, and at any adjournments thereof, on all mat-
ters coming before said meeting, including (1) the election of five directors,
(2) the approval of the appointment of Coopers & Lybrand as independent audi-
tors for the year 1995 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin COMMENTS OR CHANGE OF ADDRESS
Richard H. Deihl --------------------------------
David T. McLaughlin --------------------------------
Hicks B. Waldron --------------------------------
(If you have written in the above
space, please mark the corres-
ponding box on the reverse side
of this card.)
P R O X Y
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THIS PROXY CANNOT BE
VOTED UNLESS YOU SIGN AND RETURN IT.
SEE REVERSE
SIDE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
BROKERS $2.80 CUMULATIVE CONVERTIBLE PREFERENCE STOCK (BLUE)
- -------------------------------------------------------------------------------
[LOGO OF ARCO] ATLANTIC RICHFIELD COMPANY
$2.80 CUMULATIVE CONVERTIBLE PREFERENCE STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 1, 1995
The undersigned hereby constitutes and appoints Anthony G. Fernandes, William
E. Wade, Jr. and Bruce G. Whitmore, and each of them, true and lawful agents
and proxies with full power of substitution in each, to represent the under-
signed at the Annual Meeting of Stockholders of ATLANTIC RICHFIELD COMPANY to
be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los Angeles,
California on Monday, May 1, 1995, and at any adjournments thereof, on all mat-
ters coming before said meeting, including (1) the election of five directors,
(2) the approval of the appointment of Coopers & Lybrand as independent audi-
tors for the year 1995 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault COMMENTS OR CHANGE OF ADDRESS
Mike R. Bowlin --------------------------------
Richard H. Deihl --------------------------------
David T. McLaughlin --------------------------------
Hicks B. Waldron --------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THIS PROXY CANNOT BE
VOTED UNLESS YOU SIGN AND RETURN IT.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
P R O X Y
- --------------------------------------------------------------------------------
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS, FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
- -------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. Approval of [_] [_] [_]
Directors. appointment of
Coopers & Lybrand
as independent
auditors.
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
- ------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholders' proposal [_] [_] [_]
requesting public
environmental reporting.
- ------------------------------------------------------------
Comments or change of address on reverse side. [_]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
--------------------------
1995
--------------------------
SIGNATURE(S) DATE
<PAGE>
BROKER'S COMMON STOCK (GRAY)
- -------------------------------------------------------------------------------
[LOGO OF ARCO] ATLANTIC RICHFIELD COMPANY--COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 1, 1995
The undersigned hereby constitutes and appoints Anthony G. Fernandes, William
E. Wade, Jr. and Bruce G. Whitmore, and each of them, true and lawful agents
and proxies with full power of substitution in each, to represent the under-
signed at the Annual Meeting of Stockholders of ATLANTIC RICHFIELD COMPANY to
be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los Angeles,
California on Monday, May 1, 1995, and at any adjournments thereof, on all mat-
ters coming before said meeting, including (1) the election of five directors,
(2) the approval of the appointment of Coopers & Lybrand as independent audi-
tors for the year 1995 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault COMMENTS OR CHANGE OF ADDRESS
Mike R. Bowlin --------------------------------
Richard H. Deihl --------------------------------
David T. McLaughlin --------------------------------
Hicks B. Waldron --------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
P R O X Y
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THIS PROXY CANNOT BE
VOTED UNLESS YOU SIGN AND RETURN IT.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS, FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
- -------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. Approval of [_] [_] [_]
Directors. appointment of
Coopers & Lybrand
as independent
auditors.
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
- ------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholders' proposal [_] [_] [_]
requesting public
environmental reporting.
- ------------------------------------------------------------
Comments or change of address on reverse side. [_]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
--------------------------
1995
--------------------------
SIGNATURE(S) DATE
<PAGE>
BROKERS $3.00 CUMULATIVE CONVERTIBLE PREFERENCE STOCK (GREEN)
- -------------------------------------------------------------------------------
[LOGO OF ARCO] ATLANTIC RICHFIELD COMPANY
$3.00 CUMULATIVE CONVERTIBLE PREFERENCE STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 1, 1995
The undersigned hereby constitutes and appoints Anthony G. Fernandes, William
E. Wade, Jr. and Bruce G. Whitmore, and each of them, true and lawful agents
and proxies with full power of substitution in each, to represent the under-
signed at the Annual Meeting of Stockholders of ATLANTIC RICHFIELD COMPANY to
be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los Angeles,
California on Monday, May 1, 1995, and at any adjournments thereof, on all mat-
ters coming before said meeting, including (1) the election of five directors,
(2) the approval of the appointment of Coopers & Lybrand as independent audi-
tors for the year 1995 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault COMMENTS OR CHANGE OF ADDRESS
Mike R. Bowlin --------------------------------
Richard H. Deihl --------------------------------
David T. McLaughlin --------------------------------
Hicks B. Waldron --------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
P R O X Y
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THIS PROXY CANNOT BE
VOTED UNLESS YOU SIGN AND RETURN IT.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS, FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
- -------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. Approval of [_] [_] [_]
Directors. appointment of
Coopers & Lybrand
as independent
auditors.
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
- ------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholders' proposal [_] [_] [_]
requesting public
environmental reporting.
- ------------------------------------------------------------
Comments or change of address on reverse side. [_]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
--------------------------
1995
--------------------------
SIGNATURE(S) DATE
<PAGE>
(EMPLOYEE PROXY CARD)
- --------------------------------------------------------------------------------
6015
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS, FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
- -------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [_] [_] 2. Approval of [_] [_] [_]
Directors. appointment of
Coopers & Lybrand
as independent
auditors.
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
- ------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholders' proposal [_] [_] [_]
requesting public
environmental reporting.
- ------------------------------------------------------------
Comments or change of address on reverse side. [_]
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such.
--------------------------
1995
--------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
Please carefully detach here and return this proxy
in the enclosed reply envelope.
[LOGO OF ARCO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
DEAR STOCKHOLDER:
The annual meeting of stockholders of Atlantic Richfield Company will be held on
May 1, 1995. We urge you to promptly sign, date and return the proxy card in the
envelope provided.
<PAGE>
- --------------------------------------------------------------------------------
[LOGO OF ARCO] ATLANTIC RICHFIELD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 1, 1995
The undersigned hereby constitutes and appoints Anthony G. Fernandes, William
E. Wade, Jr. and Bruce G. Whitmore, and each of them, true and lawful agents
and proxies with full power of substitution in each, to represent the under-
signed at the Annual Meeting of Stockholders of ATLANTIC RICHFIELD COMPANY to
be held at the Sheraton Grande Hotel, 333 South Figueroa Street, Los Angeles,
California on Monday, May 1, 1995, and at any adjournments thereof, on all mat-
ters coming before said meeting, including (1) the election of five directors,
(2) the approval of the appointment of Coopers & Lybrand as independent audi-
tors for the year 1995 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin COMMENTS OR CHANGE OF ADDRESS
Richard H. Deihl --------------------------------
David T. McLaughlin --------------------------------
Hicks B. Waldron --------------------------------
(If you have written in the above
space, please mark the corres-
ponding box on the reverse side
of this card.)
P R O X Y
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THIS PROXY CANNOT BE
VOTED UNLESS YOU SIGN AND RETURN IT.
SEE REVERSE
SIDE
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
