<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ATLANTIC RICHFIELD COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
ARCO (LOGO)
ATLANTIC RICHFIELD COMPANY
NOTICE OF 1996
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
MONDAY, MAY 6, 1996
AT 10:00 A.M.
SHERATON GRANDE HOTEL
333 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA
<PAGE> 3
ARCO (LOGO)
ATLANTIC RICHFIELD COMPANY
515 South Flower Street
Los Angeles, California 90071
March 18, 1996
Dear Stockholder:
It is a pleasure to invite you to join us at the 1996 Annual Meeting of
Stockholders in Los Angeles on May 6.
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 postmeeting report will
be made available to stockholders.
Sincerely,
/s/ MIKE R. BOWLIN
Chairman of the Board and
Chief Executive Officer
<PAGE> 4
ARCO (LOGO)
ATLANTIC RICHFIELD COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1996
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 6, 1996, at 10:00 a.m., local time, for the
following purposes:
(1) To elect eight 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 1996;
(3) If properly presented, to consider and act upon the stockholders' proposal
set forth beginning on page 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 11,
1996.
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 18, 1996
General Counsel and
Corporate Secretary
<PAGE> 5
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
------------------------
PROXY STATEMENT
MARCH 18, 1996
------------------------
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 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 11, 1996 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
65,968 shares of $3.00 Preference Stock, 721,352 shares of $2.80 Preference
Stock and 160,787,269 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> 6
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, 1996 by each director or
nominee, each named executive officer and 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, 1996, ARCO owned 80,000,001 shares of ARCO Chemical Stock, which
represented 82.9% 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, 1996, 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, 1996, 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. Except as disclosed herein, none of the
directors or nominees, named executive officers or directors and executive
officers as a group owned any other equity securities of the Company, ARCO
Chemical, Vastar or Lyondell. As of February 1, 1996, 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, any named executive
officer or all directors and executive officers as a group, was less than 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 SHARES OF ARCO
STOCK OWNED CHEMICAL STOCK OWNED
BENEFICIALLY AS OF BENEFICIALLY AS OF
NAME FEBRUARY 1, 1996(a)(b) FEBRUARY 1, 1996
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------
Ronald J. Arnault................................. 86,855 500
Frank D. Boren.................................... 3,000 --
Mike R. Bowlin.................................... 174,958(c) --
Lodwrick M. Cook.................................. 163,800 --
Richard H. Deihl.................................. 3,000 2,500
Anthony G. Fernandes.............................. 63,896 --
John Gavin........................................ 2,000 --
Hanna H. Gray..................................... 1,100 --
Philip M. Hawley.................................. 1,400 --
Kent Kresa........................................ 2,000 --
David T. McLaughlin............................... 1,100 65
William C. Rusnack(d)............................. 48,385 --
John B. Slaughter................................. 1,000 --
William E. Wade, Jr. ............................. 105,743 --
Henry Wendt....................................... 2,656 2,500
All directors and executive officers as a
group(d)(e)..................................... 1,008,270(f) 6,617
- ---------------------------------------------------------------------------------------------------
</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, 1996 through the exercise of stock options, as
follows: Mr. Arnault, 81,875; Mr. Bowlin, 163,022; Mr. Fernandes, 61,840;
Mr. Wade, 103,290; Mr. Rusnack, 46,950; Mr. Cook, 163,800; and all
directors and executive officers as a group, including those just named,
951,004. These amounts
(Footnotes continued on following page)
2
<PAGE> 7
include shares subject to options granted pursuant to the 1985 Executive
Long-Term Incentive Plan (the "LTIP") 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 LTIP. Restricted stock includes voting rights and the right
to receive dividends.
(d) As of February 1, 1996, Mr. Rusnack owned 301 shares of Lyondell Stock and
all directors and executive officers as a group owned a total of 811 shares
of Lyondell Stock.
(e) As of February 1, 1996, one executive officer owned 300 shares of Vastar
Stock.
(f) Includes 11,014 shares owned jointly by spouses which are subject to shared
voting and investment power and 3,256 shares owned beneficially by spouses
or family members. Does not include 550 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 are elected each year at the Annual Meeting of
Stockholders.
Effective at the date hereof, the number of directors constituting the whole
Board is fixed at fourteen. The Board of Directors has selected the following
nominees recommended by the Corporate Governance Committee for election to a
term of one year.
Ronald J. Arnault
Mike R. Bowlin
Lodwrick M. Cook
Richard H. Deihl
Hanna H. Gray
Philip M. Hawley
David T. McLaughlin
Henry Wendt
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 eight 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. In 1997, the directors' terms for Messrs. Boren,
Fernandes, Gavin, Kresa, Slaughter and Wade will expire and at that time all
directors will be elected each year for one-year terms.
3
<PAGE> 8
- --------------------------------------------------------------------------------
The following biographical information is furnished with respect to each of the
eight nominees for election at the annual meeting and for each of the other six
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.
RONALD J. ARNAULT, 52
Executive Vice President and Chief Financial Officer
Director's term expires 1996
Director since 1987. Executive Vice President since October 1987
and Chief Financial Officer (June 1984-July 1990 and July
[Photo] 1992-Present). 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, 61
Director's term expires 1997
Director since 1990. President of Sustainable Conservation since
June 1992. President, The Nature Conservancy (January
[Photo] 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, 53
Chairman of the Board, Chief Executive Officer and President
Director's term expires 1996
Director since 1992. Chairman of the Board since July 1995,
Chief Executive Officer since July 1994 and President since June
[Photo] 1993. Executive Vice President (June 1992-May 1993) and Senior
Vice President (July 1985-June 1992). Officer of ARCO since
1984. Chairman of the Board of ARCO Chemical Company.
LODWRICK M. COOK, 67
Director's term expires 1996
Director since 1980. Retired Chairman of the Board (January
1986-June 1995). Chief Executive Officer (October 1985-June
[Photo] 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 Castle & Cooke Inc., Lockheed Martin Corporation and
Premier Bank.
RICHARD H. DEIHL, 67
Director's term expires 1996
Director since 1987. Former Chairman of the Board (1986-1995),
Chief Executive Officer (1983-1993) and President (1983-1986) of
[Photo] 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> 9
- --------------------------------------------------------------------------------
ANTHONY G. FERNANDES, 50
Executive Vice President
Director's term expires 1997
Director since 1994. Executive Vice President since September
[Photo] 1994. Senior Vice President (July 1990-September 1994) and Vice
President and Controller (July 1987-July 1990). Officer of ARCO
since 1987.
JOHN GAVIN, 65
Director's term expires 1997
Director since 1989. Chairman of Gamma Services International
(international consulting services) since January 1990.
[Photo] 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, Pinkerton's, Inc., and The Hotchkis & Wiley Funds.
HANNA H. GRAY, 65
Director's term expires 1996
Director since 1982. President Emeritus and Harry Pratt Judson
Distinguished Professor of History of the University of Chicago
[Photo] 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, 70
Director's term expires 1996
Director since 1975. Private consultant since April 1993. Former
Chairman of the Board and Chief Executive Officer of Carter
[Photo] Hawley Hale Stores, Inc. (department stores) (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, 58
Director's term expires 1997
Director since 1993. Chairman, President and Chief Executive
[Photo] 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, 64
Director's term expires 1996
Director since 1993. Chief Executive Officer and President since
1988 and Chairman (1987-1995) of The Aspen Institute
[Photo] (not-for-profit institute). President of Dartmouth College
(1981-1987). Director of Atlas Air, The Chase Manhattan
Corporation and its subsidiary, The Chase Manhattan Bank, N.A.,
Partnerre Re Holdings Ltd., Standard Fusee Corporation and
Westinghouse Electric Corporation.
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5
<PAGE> 10
- --------------------------------------------------------------------------------
JOHN B. SLAUGHTER, 62
Director's term expires 1997
Director since 1989. President of Occidental College since 1988.
[Photo] 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., 53
Executive Vice President
Director's term expires 1997
Director since 1993. Executive Vice President since June 1993.
[Photo] Senior Vice President (May 1987-May 1993). Officer of ARCO since
1985.
HENRY WENDT, 62
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
[Photo] 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> 11
COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
---------------------------------------
OTHER AWARDS ALL
ANNUAL ------------ OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME & POSITION YEAR ($) ($) ($) (#) ($)
- ----------------------------- ---- ---------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
(a) (b) (c)
Mike R. Bowlin 1995 $ 835,577 $ 670,000 $ 62,540 44,500 $103,480
Chairman of the Board 1994 $ 715,731 $ 600,000 $117,689 86,800 $ 96,532
Chief Executive Officer 1993 $ 584,000 $ 440,000 $ 76,056 54,700 $ 73,560
President
Ronald J. Arnault 1995 $ 665,229 $ 480,000 $ 21,044 22,150 $140,829
Executive Vice President 1994 $ 654,654 $ 500,000 $ 28,794 17,600 $123,944
Chief Financial Officer 1993 $ 650,780 $ 320,000 $ 23,015 20,300 $103,687
Anthony G. Fernandes 1995 $ 490,385 $ 330,000 $173,200 22,150 $ 75,630
Executive Vice President 1994 $ 374,171 $ 265,000 $ 30,364 35,700 $ 62,293
1993 $ 346,830 $ 139,558 $ 16,399 5,695 $ 53,278
William E. Wade, Jr. 1995 $ 541,962 $ 350,000 $ 31,190 22,150 $ 82,475
Executive Vice President 1994 $ 525,000 $ 400,000 $ 59,474 17,600 $ 80,038
1993 $ 480,164 $ 250,000 $248,352 39,500 $ 68,164
William C. Rusnack 1995 $ 389,693 $ 177,500 $ 12,869 11,516 $ 60,125
Senior Vice President 1994 $ 380,000 $ 195,000 $ 32,881 8,600 $ 58,491
1993 $ 358,909 $ 152,000 $ 21,580 6,202 $ 52,091
Lodwrick M. Cook 1995 $ 610,813 $ 500,000 $116,507 -- $270,573
Retired Chairman of the 1994 $1,154,572 $1,050,000 $241,411 36,800 $163,331
Board(d) 1993 $1,147,740 $ 560,000 $125,969 36,400 $137,354
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes imputed income 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) The Company's 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 1996, 1995 and 1994,
respectively, based on the Company's performance for 1995, 1994 and 1993,
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
(Footnotes continued on following page)
7
<PAGE> 12
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
fair market value of the Common Stock ("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.
(c) Includes contributions to the Executive Supplementary Savings Plan,
incremental executive medical plan premiums, financial counseling
reimbursements, certain amounts in respect of the Executive Life Insurance
Plan, and imputed income in respect of the Long-Term Disability Plan, as
follows:
<TABLE>
<CAPTION>
MR. MR. MR. MR. MR. MR.
YEAR BOWLIN ARNAULT FERNANDES WADE RUSNACK COOK
----- ------- ------- --------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Executive Supplementary 1995 $66,846 $53,218 $39,231 $43,357 $31,176 $48,865
Savings Plan 1994 $57,258 $52,372 $29,934 $42,000 $30,386 $92,366
1993 $46,671 $52,062 $27,746 $38,383 $28,713 $91,819
Incremental Executive 1995 $ 8,554 $ 8,554 $ 8,554 $ 8,554 $ 8,554 $ 8,554
Medical Plan premiums 1994 $ 8,554 $ 8,554 $ 8,554 $ 8,554 $ 8,554 $ 8,554
1993 $ 6,780 $ 6,780 $ 6,780 $ 6,780 $ 6,780 $ 6,780
Financial Counseling 1995 $ 7,300 $14,600 $ 7,300 $ 7,300 $ 5,700 $14,365
reimbursements 1994 $11,901 $ -- $ 5,700 $ 7,300 $ 5,700 $14,375
1993 $10,441 $12,250 $ 8,816 $ 8,700 $ 8,700 $16,854
Executive Life Insurance Plan 1995 $16,205 $55,085 $15,857 $13,661 $10,147 $59,599
1994 $14,376 $53,778 $13,550 $12,713 $ 9,436 $44,731
1993 $ 5,251 $23,381 $ 5,407 $ 4,856 $ 3,536 $18,612
Long-Term Disability Plan 1995 $ 4,575 $ 9,372 $ 4,688 $ 9,603 $ 4,548 $ 1,974
1994 $ 4,443 $ 9,240 $ 4,555 $ 9,471 $ 4,415 $ 3,305
1993 $ 4,417 $ 9,214 $ 4,529 $ 9,445 $ 4,362 $ 3,289
</TABLE>
In addition to the dollar amounts shown in the column, dividend share
credits accrued to the accounts of the named executives during 1995, 1994
and 1993, respectively, are as follows: Mr. Bowlin: 10,887; 7,997; 3,923;
Mr. Arnault: 5,171; 6,115; 5,044; Mr. Fernandes: 4,267; 2,930; 2,027; Mr.
Wade: 6,202; 5,358; 3,386; Mr. Rusnack: 2,902; 2,556; 1,898; and Mr. Cook:
10,375; 10,505; 7,310.
(d) Mr. Cook served as Chairman of the Board of ARCO through June 30, 1995 and
retired as an employee on that date. Mr. Cook received a payment of
$137,216 for six weeks vacation pay based on normal company policy for
retiring executives. Mr. Cook also became entitled to regular benefits
under the Supplementary Executive Retirement Plan. Examples of the regular
benefit are shown in the table captioned "Estimated Retirement Benefits" on
page 15.
8
<PAGE> 13
OPTION GRANTS FOR 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(a) POTENTIAL REALIZABLE VALUE AT
------------------------------------------------------------------ ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK PRICE
OPTIONS OPTIONS GRANTED EXERCISE APPRECIATION FOR OPTION TERM(b)
GRANTED TO EMPLOYEES PRICE EXPIRATION -----------------------------------
NAME (#) FOR 1995 ($/SH) DATE 5% 10%
- --------------------- ------- ---------------- --------- ------------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Mike R. Bowlin 44,500 8.4% $112.9375 February 26, 2006 $3,160,501 $8,009,666
Ronald J. Arnault 22,150 4.2% $112.9375 February 26, 2006 $1,573,148 $3,986,834
Anthony G. Fernandes 22,150 4.2% $112.9375 February 26, 2006 $1,573,148 $3,986,834
William E. Wade, Jr. 22,150 4.2% $112.9375 February 26, 2006 $1,573,148 $3,986,834
William C. Rusnack 11,516 2.2% $112.9375 February 26, 2006 $817,895 $2,072,794
Lodwrick M. Cook -- -- -- -- -- --
Stock Price
2/26/96 Grant(c) $183.96 $292.93
All Stockholders(c) $11,423,000,000 $28,948,000,000
</TABLE>
- ------------
(a) The ten-year options were granted on February 26, 1996 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 1995. Each
option will become exercisable as to 50% of the total shares granted on
February 26, 1997, the remaining 50% will become exercisable on February
26, 1998. The exercisability of options may be accelerated upon a change of
control. Options and the associated dividend share credits are cancelled
upon an optionee's termination of employment under certain specified
circumstances. See footnote (b) 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) Based on total number of common shares outstanding on December 31, 1995 of
160,831,190 and purchase price of $112.9375.
9
<PAGE> 14
AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END OPTION VALUES
(AS OF DECEMBER 31, 1995)
<TABLE>
<CAPTION>
VALUE OF IN-THE-MONEY
NUMBER OF UNEXERCISED UNEXERCISED OPTIONS AT
SHARES OPTIONS AT YEAR-END(a) YEAR-END(b)(c)
ACQUIRED VALUE ---------------------------- ----------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- -------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mike R. Bowlin -- $ -- 131,672 74,750 $943,770 $431,288
Ronald J. Arnault 24,000 $257,362(d) 62,925 27,750 $243,563 $129,763
Anthony G. Fernandes 733 $ 39,490(e) 50,193 29,497 $498,853 $145,664
William E. Wade, Jr. -- $ -- 84,340 27,750 $673,943 $129,763
William C. Rusnack 311 $ 15,783(f) 39,549 11,701 $387,191 $ 45,285
Lodwrick M. Cook 42,100 $307,549(g) 126,200 55,000 $177,450 $241,850
</TABLE>
- ------------
(a) Each option carries with it the right to potential dividend share credits.
See footnote (b) to the Summary Compensation Table.
(b) Closing price of ARCO Common Stock on December 31, 1995 was $110.75.
(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, 1995 at $110.75.
<TABLE>
<CAPTION>
YEAR-END OPTION VALUES, INCLUDING
DIVIDEND SHARE CREDIT VALUES
--------------------------------------------
EXERCISABLE OPTIONS UNEXERCISABLE OPTIONS
------------------- ---------------------
<S> <C> <C>
Mr. Bowlin $3,200,336 $934,247
Mr. Arnault $1,145,264 $307,029
Mr. Fernandes $1,615,515 $312,493
Mr. Wade $2,502,297 $307,029
Mr. Rusnack $1,382,494 $112,779
Mr. Cook $2,306,364 $581,395
</TABLE>
(d) Mr. Arnault also received a payment of $788,859 for dividend share credits
allocable to the options exercised.
(e) Mr. Fernandes also received a payment of $54,102 for dividend share credits
allocable to the options exercised.
(f) Mr. Rusnack also received a payment of $22,329 for dividend share credits
allocable to the options exercised.
(g) Mr. Cook also received a payment of $748,551 for dividend share credits
allocable to the options exercised.
10
<PAGE> 15
PERFORMANCE GRAPH*
The graph below compares the cumulative total stockholder return of the Company
with the cumulative return on the S&P 500 Stock Index and the S&P Domestic
Integrated Oil Index of 11 companies adjusted to exclude the Company. The S&P
Domestic Integrated Oil Index replaces the peer group formerly used by the
Company. The Company has adopted the new index because it believes that the
aggregate asset profile of the companies composing the S&P Domestic Integrated
Oil Index more closely corresponds to the current composition of the Company's
assets. The cumulative total stockholder return of the former peer group is set
forth below for comparison purposes.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN**
ARCO Common, S&P Composite-500 and S&P Domestic Integrated Oils w/o ARCO***
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
S&P
MEASUREMENT PERIOD DOMESTIC FORMER
(FISCAL YEAR COVERED) ARCO OIL W/O ARCO PEER GROUP**** S&P 500
- --------------------- ------ ------------ ---------- -------
<S> <C> <C> <C> <C>
Measurement Pt-12/31/90 $100.0 $100.0 $100.0 $100.0
FYE 12/31/91 $ 90.5 $ 94.4 $111.6 $130.4
FYE 12/31/92 $102.2 $ 93.5 $116.0 $140.4
FYE 12/31/93 $ 98.4 $101.2 $134.1 $154.5
FYE 12/31/94 $100.3 $106.7 $142.2 $156.5
FYE 12/31/95 $114.6 $121.3 $186.3 $215.3
</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, 1990 and that all dividends were reinvested.
*** Standard & Poor's Domestic Integrated Oil Index, adjusted to exclude
Company, which consists of Amerada Hess, Ashland, Kerr-McGee, LL&E,
Occidental, Pennzoil, Phillips, Sun, Unocal and USX-Marathon.
**** Former 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> 16
COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
The Management Development and Compensation Committee of ARCO's Board of
Directors administers ARCO's executive compensation program. At the meeting held
on February 26, 1996, the Compensation Subcommittee, consisting of those
directors listed below who have neither served as an employee nor officer of the
Company ("the Committee"), met to determine the Company's 1996 executive
compensation program.
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 ("TSR"), 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.
In evaluating executive compensation, the Committee gives primary consideration
to the compensation practices of an oil industry comparison group ("Comparison
Group") composed of Amoco, Chevron, Exxon, Mobil, Occidental, Phillips, Texaco
and Unocal. The Committee uses the Comparison Group as a standard for executive
compensation since it is composed of large petroleum companies against which the
Company directly competes for executive talent. As approved by the Company's
stockholders in 1994, the Comparison Group is used as the reference standard for
establishing award levels under the Company's Annual Incentive Plan ("AIP").
This group is different from the S&P Domestic Integrated Oil Index ("Index")
used in the Performance Graph on page 11. The Index is made up of companies
whose aggregate asset profile more closely resembles that of the Company.
Depending on the Company's performance 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 salary 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 Comparison 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 Comparison Group.
- ---------------
* 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> 17
The CEO and the other executive officers receive incentive compensation awards
under the Company's 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.
Target AIP award levels are set for each participant, expressed as a percentage
of base salary, at approximately the 50th percentile of the Comparison Group
bonus awards. ARCO's three-year ROSE is compared to the simple average of the
three-year ROSE of the Comparison Group ("Comparison Group ROSE"). The
Comparison Group ROSE calculations are also determined using adjusted net
income. To the extent ARCO's ROSE exceeds the Comparison Group ROSE, the
percentage of the target award level earned is adjusted proportionately upward;
to the extent ARCO's ROSE is less than the Comparison Group ROSE, the target
award level earned is reduced proportionately; in the event ARCO's ROSE were
less than 75% of the Comparison Group ROSE, no awards would be paid out. For
example, if ARCO's ROSE were 12% and the Comparison Group ROSE were 10%, then
120% of the target awards levels would be paid out; on the other hand, if ARCO's
ROSE were 8% and the Comparison Group ROSE were 10%, then 80% of the target
levels would be paid out. If ARCO's ROSE were 7.4% and the Comparison 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 awards payments have been calculated according to the above
methodology, the Committee reviews the amounts in light of Company and
individual performance. The Committee has no discretion to increase award
payments to the CEO and Executive Vice Presidents listed in the Summary
Compensation Table above the maximum amounts, but does retain discretion to
lower award payments for these positions. The 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 and restricted stock. Stock options with dividend share credits are the
primary long-term incentive instrument. Dividend share credits are described in
footnote (b) to the Summary Compensation Table. The Committee does not make
regular grants of restricted stock.
The Committee believes stock options with dividend share credits are an
effective long-term award instrument because they focus management's attention
on TSR 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.
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. After reviewing the 1996 program, the consultant concluded
that ARCO's 1996 executive compensation program was reasonable based on a review
of the Company's short and long-term performance, including ARCO's ROSE, return
on capital employed ("ROCE") and TSR. The consultant concurred with the
conclusions of the Committee, which are described in the next paragraph.
13
<PAGE> 18
COMPENSATION OF NAMED EXECUTIVE OFFICERS
Mike R. Bowlin served as the Company's CEO and President during 1995. Lodwrick
M. Cook served as the Company's Chairman of the Board from January 1, 1986
through June 30, 1995 whereupon Mr. Cook retired as an employee of ARCO. On July
1, 1995, Mr. Bowlin assumed the additional position of Chairman of the Board. In
evaluating the compensation for Mr. Bowlin, the Committee recognized that ARCO
performed well in 1995 in light of mixed market conditions. Crude oil prices and
chemical margins increased on a year-to-year basis while natural gas prices and
product margins declined during the same period. Despite the mixed conditions,
ARCO's adjusted net income in 1995 rose to $1,331 million from $877 million in
1994, an increase of 52%. Additionally, ARCO continued to have strong ROSE and
ROCE performance on a one and five-year basis. However, the Company experienced
disappointing one and five-year TSR results.
Under the Company's performance-based AIP, ARCO's three-year ROSE was first
among the Comparison Group. For the period ended December 31, 1995, ARCO's
three-year ROSE was 15.73% compared to the Comparison Group ROSE of 11.74%.
Final AIP awards were calculated using the ROSE percentages.
Based on the Company's performance and compensation philosophy, in February
1996, the Committee approved the following compensation for Mr. Bowlin and
guidelines for the other Named Executive Officers ("NEOs") listed in the Summary
Compensation Table:
Mr. Bowlin
-- A 15% salary increase was awarded to Mr. Bowlin, bringing his salary to
$980,000. Mr. Bowlin's salary is at the middle of the Comparison
Group's CEOs' salaries.
-- Pursuant to the Company's ROSE-based AIP, Mr. Bowlin was awarded a
bonus of $670,000.
-- A stock option award was targeted at the middle of the Comparison
Group's long-term incentive awards. Mr. Bowlin was awarded 44,500 stock
options.
Other NEOs
The Committee approved, for executive officers serving in 1996, an average
salary increase of 4%, bonus awards pursuant to the formula prescribed by the
AIP and LTIP awards targeted at approximately the middle of the Comparison
Group's long-term incentive awards. Exceptions are made for individual
executives whose compensation is low compared to similar positions within the
Comparison Group and for individual performance. Mr. Cook, who retired on July
1, 1995, received a prorated 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 the CEO and the
four highest compensated NEOs during any taxable 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. At the February 26, 1996 meeting, the Committee certified the attainment
of the performance goals for the 1995 performance year.
<TABLE>
<S> <C> <C>
HENRY WENDT, CHAIRMAN HANNA H. GRAY DAVID T. MCLAUGHLIN
FRANK D. BOREN PHILIP M. HAWLEY JOHN B. SLAUGHTER
RICHARD H. DEIHL KENT KRESA
</TABLE>
February 26, 1996
14
<PAGE> 19
Estimated Retirement Benefits
The following table shows estimated annual pension benefits payable to officers
and other key employees upon retirement on January 1, 1996 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 MEMBERSHIP SERVICE INDICATED(a)(b)
BASE 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 $691,000 $864,000 $1,037,000 $1,210,000 $1,373,000
2,000,000 461,000 614,000 768,000 922,000 1,075,000 1,220,000
1,750,000 403,000 537,000 672,000 806,000 941,000 1,067,000
1,500,000 345,000 460,000 576,000 691,000 806,000 915,000
1,250,000 288,000 383,000 479,000 575,000 671,000 762,000
1,000,000 230,000 306,000 383,000 460,000 536,000 609,000
750,000 172,000 229,000 287,000 344,000 402,000 456,000
500,000 114,000 152,000 191,000 229,000 267,000 303,000
250,000 57,000 75,000 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, 1996 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, 1996,
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, 1995, the credited years of service under the Retirement
Plan for the six named executive officers were: Mr. Bowlin, 27.000; Mr.
Arnault, 26.666; Mr. Fernandes, 27.333; Mr. Wade, 27.583; Mr. Rusnack,
29.500 and Mr. Cook, 38.416.
15
<PAGE> 20
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, Management
Development and Compensation, Public Policy, Corporate Governance and
Environment, Health and Safety Committees each receive $18,000 per year. The
Chairman of the "ad hoc" Governance Committee received $1,500 for each meeting
attended. 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 (b). 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 1995 the outside directors with deferral accounts and the amount of
accrued interest exceeding 120% of a specified IRS rate were: Mr. Gavin: $3,311;
Mr. Kresa: $1,050; Mr. McLaughlin: $3,453; and Mr. Wendt: $4,519.
16
<PAGE> 21
BOARD OF DIRECTORS
DIRECTORS' MEETINGS
The Board of Directors met twelve times during 1995. All of ARCO's directors
attended 75% or more of the aggregate of all meetings of the Board of Directors
and committees on which they served during 1995.
COMMITTEES OF THE BOARD
In September of 1995, the Board of Directors formed an "ad hoc" Corporate
Governance Committee to review and evaluate relevant corporate governance
issues, Board practices, committee composition and structure. On December 18,
1995, the Board of Directors adopted a set of Corporate Governance Principles,
which were created and recommended by the "ad hoc" Corporate Governance
Committee.
The "ad hoc" Corporate Governance Committee was composed of Mr. Kresa, Chairman,
and Messrs. Deihl, Gavin, Hawley and Slaughter. The committee met three times
and was dissolved in December 1995. Responsibility for the ongoing review of
corporate governance issues was assumed by the former Nominating Committee,
which was renamed the Corporate Governance Committee. The descriptions below
reflect the new names and responsibilities of the committees as reflected in the
Corporate Governance Principles.
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 1995.
The Executive Committee presently consists of Mr. Bowlin, Chairman, and Messrs.
Arnault, Cook, Deihl, Fernandes, Gavin, Hawley, Kresa, Slaughter and Wade.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
The Management Development and Compensation Committee of the Board of Directors
makes recommendations to the Board as to management succession plans and is
responsible for setting annual and long-term performance goals for the Chairman
of the Board and Chief Executive Officer. The Compensation Subcommittee reviews
and administers all executive compensation and benefit plans and approves the
annual executive compensation levels and awards under such plans. The Management
Development and Compensation Committee met four times during 1995.
The Management Development and Compensation Committee presently consists of Mr.
Wendt, Chairman, Mrs. Gray and Messrs. Boren, Cook, Deihl, Gavin, Hawley, Kresa,
McLaughlin, and Slaughter. The Compensation Subcommittee consists of Mr. Wendt,
Chairman, Mrs. Gray and Messrs. Boren, Deihl, Hawley, Kresa, McLaughlin and
Slaughter.
CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee of the Board of Directors considers and makes
recommendations to the Board concerning the appropriate size and needs of the
Board, including the annual nomination of directors and names of candidates to
fill vacant Board positions. The Committee reviews and makes recommendations
concerning other policies related to the Board and directors, including
committee composition, structure and size, director compensation and share
ownership requirements, and retirement and resignation policies. The Committee
is responsible for the periodic review of ARCO's
17
<PAGE> 22
Corporate Governance Principles and other corporate governance issues and
trends. No member of the Committee is an officer or employee of the Company. The
Committee met three times during 1995. The Committee will consider nominees
recommended by stockholders. Such recommendations should be submitted to the
Corporate Secretary.
The Corporate Governance Committee presently consists of Mr. Hawley, Chairman,
and Messrs. Deihl, Kresa, McLaughlin and Wendt.
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 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 1995.
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. The Committee met three times in
1995.
The Environment, Health and Safety Committee presently consists of Mr. Boren,
Chairman, and Messrs. Cook, Kresa, Slaughter and Wendt.
PUBLIC POLICY COMMITTEE
The Public Policy Committee was created by the Board of Directors in December
1995. The Committee reviews the Company's (i) domestic and international
policies, programs and strategies involving political, governmental and social
issues and trends, (ii) stockholder proposals concerning social and political
issues, (iii) charitable, civic, cultural and educational contribution programs
including the level of funding and focus of efforts, (iv) political action
programs and political contributions and (v) policies and practices involving
equal employment opportunity, affirmative action, non-discrimination and other
workplace issues.
The Public Policy Committee presently consists of Mr. Gavin, Chairman, Mrs. Gray
and Messrs. Boren, Cook and Slaughter.
18
<PAGE> 23
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 1996. 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.
19
<PAGE> 24
STOCKHOLDERS' PROPOSAL
The following stockholders' proposal has been submitted for a vote of the
stockholders at the Annual Meeting. The proposal is set forth below along with
the Company's reasons for recommending a vote AGAINST the proposal. (The
proponents did not submit any separate statement in support of their proposal.)
To be adopted, a proposal must be approved by the affirmative vote of the
majority of shares present in person or represented by proxy at the Annual
Meeting.
GUIDELINES FOR COUNTRY SELECTION
Item 3 on Proxy Card
Management has been advised that the Global Ministries of the United Methodist
Church, New York, New York, the owner of 10,800 shares of Common Stock, and
three co-filers, owning a total of 18,850 shares of Common Stock, intend to
submit the following proposal at the meeting:
WHEREAS: Levi Strauss & Co., in its "Guidelines For Country Selection," has set
criteria for deciding whether to do business in certain countries. These
guidelines bar Levi Strauss & Co. from doing business in countries where the
company's involvement would hurt its brand image or expose its employees to
unreasonable risks. The guidelines also state that Levi Strauss & Co. "shall not
initiate or renew contractual relationships in countries where there are
pervasive violations of human rights."
On July 26, 1995, ARCO signed an exploration contract with Myanma Oil & Gas
Enterprise, the state-owned oil company of Burma (Myanmar).
In the 1990 Burmese elections, the National League for Democracy won over 80% of
the seats but was not allowed to take up its seats or form a government by the
Burmese military junta. The U.S. State Department, Amnesty International and
Human Rights Watch/Asia have extensively documented the Burmese military junta's
pervasive violation of human rights. On July 10, 1995, the Burmese military
junta lifted the house detention of Aung San Suu Kyi, the Nobel Peace Prize
Laureate and leader of the National League for Democracy. Aung San Suu Kyi has
since stated that: "Nothing has changed apart from my release." She has also
requested that, at the present time, companies not "rush" to invest in Burma.
In 1995, the cities of Berkeley, California, Madison, Wisconsin, and Santa
Monica, California passed resolutions effectively barring municipal purchasing
managers from buying goods or services from companies, such as ARCO, that do
business in Burma. Similar legislation is pending in Massachusetts and New York
City. In December 1995, U.S. Senator Mitch McConnell (Republican, Kentucky)
introduced the "Burma Freedom and Democracy Act of 1995" that would impose tough
economic sanctions on Burma. ARCO's business presence in Burma hurts the
company's good record of corporate responsibility and exposes the company to a
growing boycott by consumers and local governments.
But Burma is only one example. ARCO also does business in other countries with
controversial human rights records: China and Algeria.
20
<PAGE> 25
RESOLVED: the shareholders request the Board of Directors to review and develop
guidelines for country selection and report these guidelines to shareholders and
employees by September 1996. In its review, the Board shall develop guidelines
on maintaining investments in or withdrawing from countries where:
- - there is a pattern of ongoing and systematic violation of human rights
- - a government is illegitimate
- - there is a call by human rights advocates, pro-democracy organizations or
legitimately elected representatives for economic sanctions against their
country.
RECOMMENDATION OF DIRECTORS AGAINST THE PROPOSAL
THE BOARD OF DIRECTORS ASKS THAT YOU VOTE NO ON THIS PROPOSAL. All ARCO's
investments must meet internal investment criteria and be in the best interests
of all its stockholders. Among the factors considered in connection with a
non-United States investment are a host government's policies toward private
investment, local working conditions, and the political, economic and social
stability of the area in question.
ARCO's Chairman of the Board articulated the Company's policy concerning
operations in foreign countries that are the subject of human rights concerns
during a discussion at an ARCO Board of Directors meeting in 1995. He stated
that with respect to any particular investment:
Management must believe that economic engagement is a more constructive
approach than isolationism in influencing the country's actions with regard
to human rights. Under any circumstances, however, the Company:
(1) will not conduct operations in violation of the Foreign Corrupt
Practices Act or other applicable laws;
(2) will not pursue opportunities that expose employees to unnecessary risk
or danger;
(3) will not compromise the Company's policies on health and safety; and
(4) will not operate in countries where the United States government
forbids U.S. investment or business investment.
The Company has made its investments in accordance with these principles and
does not believe that it is appropriate to adopt additional guidelines. Within
these parameters, management believes the Company must have the flexibility to
make investment decisions based on the facts applicable to each investment
opportunity in order to enhance the competitive position and value of the
Company for all of its stockholders.
FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY OTHERWISE.
21
<PAGE> 26
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, 1995, 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.
22
<PAGE> 27
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.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1997 Annual Meeting must
be received by November 18, 1996. 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 18, 1996
23
<PAGE> 28
ARCO (LOGO)
(Recycle LOGO) Printed on Recycled paper.
<PAGE> 29
Brokers Common Stock (gray)
- -------------------------------------------------------------------------------
PROXY
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY -- COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 6, 1996
The undersigned hereby constitutes and appoints Ronald J. Arnault, 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 undersigned 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 6, 1996, and at any adjournments thereof, on all matters coming
before said meeting, including (1) the election of eight directors, (2) the
approval of the appointment of Coopers & Lybrand L.L.P. as independent auditors
for the year 1996 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin
Lodwrick M. Cook
Richard H. Deihl
Hanna H. Gray
Philip M. Hawley
David T. McLaughlin
Henry Wendt
COMMENTS OR CHANGE OF ADDRESS
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
(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
<PAGE> 30
/X/ Please mark your 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.
1. Election of Directors
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------------------------
2. Approval of appointment of Coopers & Lybrand L.L.P. as independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
The Board of Directors recommends a vote AGAINST proposal 3.
3. Stockholders' proposal requesting the review and development of guidelines
for country selection and report to stockholders.
FOR AGAINST ABSTAIN
/ / / / / /
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.
- ----------------------------------------------------------------------------
1996
- ----------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE> 31
Brokers $2.80 Cumulative Convertible Preference Stock (blue)
- --------------------------------------------------------------------------------
PROXY
[ARCO LOGO]
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 6, 1996
The undersigned hereby constitutes and appoints Ronald J. Arnault, 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 undersigned 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 6, 1996, and at any adjournments thereof, on all matters coming
before said meeting, including (1) the election of eight directors, (2) the
approval of the appointment of Coopers & Lybrand L.L.P. as independent auditors
for the year 1996 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin
Lodwrick M. Cook
Richard H. Deihl
Hanna H. Gray
Philip M. Hawley
David T. McLaughlin
Henry Wendt
COMMENTS OR CHANGE OF ADDRESS
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
(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
<PAGE> 32
/X/ Please mark your 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.
1. Election of Directors FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------------------------
2. Approval of appointment of Coopers & Lybrand L.L.P. as independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
The Board of Directors recommends a vote AGAINST proposal 3.
3. Stockholders' proposal requesting the review and development of guidelines
for country selection and report to stockholders.
FOR AGAINST ABSTAIN
/ / / / / /
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.
- ----------------------------------------------------------------------------
1996
- ----------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE> 33
Brokers $3.00 Cumulative Convertible Preference Stock (green)
- --------------------------------------------------------------------------------
PROXY
[ARCO LOGO]
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 6, 1996
The undersigned hereby constitutes and appoints Ronald J. Arnault, 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 undersigned 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 6, 1996, and at any adjournments thereof, on all matters coming
before said meeting, including (1) the election of eight directors, (2) the
approval of the appointment of Coopers & Lybrand L.L.P. as independent auditors
for the year 1996 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin
Lodwrick M. Cook
Richard H. Deihl
Hanna H. Gray
Philip M. Hawley
David T. McLaughlin
Henry Wendt
COMMENTS OR CHANGE OF ADDRESS
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
(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
<PAGE> 34
/X/ Please mark your 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.
1. Election of Directors
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------------------------------
2. Approval of appointment of Coopers & Lybrand L.L.P. as independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
The Board of Directors recommends a vote AGAINST proposal 3.
3. Stockholders' proposal requesting the review and development of guidelines
for country selection and report to stockholders.
FOR AGAINST ABSTAIN
/ / / / / /
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.
- ----------------------------------------------------------------------------
1996
- ----------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE> 35
Stockholders of Record Proxy Card
- --------------------------------------------------------------------------------
PROXY
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 6, 1996
The undersigned hereby constitutes and appoints Ronald J. Arnault, 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 undersigned 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 6, 1996, and at any adjournments thereof, on all matters coming
before said meeting, including (1) the election of eight directors, (2) the
approval of the appointment of Coopers & Lybrand L.L.P. as independent auditors
for the year 1996 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin
Lodwrick M. Cook
Richard H. Deihl
Hanna H. Gray
Philip M. Hawley
David T. McLaughlin
Henry Wendt
COMMENTS OR CHANGE OF ADDRESS
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
(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
- FOLD AND DETACH HERE -
<PAGE> 36
/X/ Please mark your votes as in this example. 0184
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.
1. Election of Directors
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
2. Approval of appointment of Coopers & Lybrand L.L.P. as independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
The Board of Directors recommends a vote AGAINST proposal 3.
3. Stockholders' proposal requesting the review and development of guidelines
for country selection and report to stockholders.
FOR AGAINST ABSTAIN
/ / / / / /
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.
- ----------------------------------------------------------------------------
1996
- ----------------------------------------------------------------------------
SIGNATURE(S) DATE
- PLEASE CAREFULLY DETACH HERE AND RETURN THIS PROXY
IN THE ENCLOSED REPLY ENVELOPE -
[ARCO LOGO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
DEAR STOCKHOLDER:
The annual meeting of stockholders of Atlantic Richfield Company will be held on
May 6, 1996. We urge you to promptly sign, date and return the proxy card in the
envelope provided.
<PAGE> 37
Employee Proxy Card
- -------------------------------------------------------------------------------
PROXY
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING MAY 6, 1996
The undersigned hereby constitutes and appoints Ronald J. Arnault, 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 undersigned 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 6, 1996, and at any adjournments thereof, on all matters coming
before said meeting, including (1) the election of eight directors, (2) the
approval of the appointment of Coopers & Lybrand L.L.P. as independent auditors
for the year 1996 and (3) the consideration of the stockholders' proposal.
Nominees for election as director:
Ronald J. Arnault
Mike R. Bowlin
Lodwrick M. Cook
Richard H. Deihl
Hanna H. Gray
Philip M. Hawley
David T. McLaughlin
Henry Wendt
COMMENTS OR CHANGE OF ADDRESS
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
(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
- FOLD AND DETACH HERE -
<PAGE> 38
/X/ Please mark your votes as in this example. 6015
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.
1. Election of Directors
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
2. Approval of appointment of Coopers & Lybrand L.L.P. as independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
The Board of Directors recommends a vote AGAINST proposal 3.
3. Stockholders' proposal requesting the review and development of guidelines
for country selection and report to stockholders.
FOR AGAINST ABSTAIN
/ / / / / /
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.
- ----------------------------------------------------------------------------
1996
- ----------------------------------------------------------------------------
SIGNATURE(S) DATE
- PLEASE CAREFULLY DETACH HERE AND RETURN THIS PROXY IN THE
ENCLOSED REPLY ENVELOPE -
[ARCO LOGO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
DEAR STOCKHOLDER:
The annual meeting of stockholders of Atlantic Richfield Company will be held on
May 6, 1996. We urge you to promptly sign, date and return the proxy card in the
envelope provided.
