<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997.
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------
ATLANTIC RICHFIELD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 23-0371610
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
(FULL TITLE OF THE PLAN)
BRUCE G. WHITMORE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(213) 486-1774
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
Copy to
DIANE A. WARD, ESQ.
SENIOR COUNSEL -- SECURITIES & FINANCE
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(213) 486-2808
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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- ---------------------------------------------------------------------------------------
<CAPTION>
PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock of
Atlantic Richfield Company,
par value $2.50 per share. 150,000(1) $75.00(2) $11,250,000(2) $3,409
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also relates to such indeterminate number of
additional shares of common stock as may be offered as a result of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices
per share of the Registrant's Common Stock on August 5, 1997, as reported
on the New York Stock Exchange Composite Tape.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of registering 150,000
shares of common stock, par value $2.50 per share ("Common Stock"), of
Atlantic Richfield Company (the "Company"), a Delaware corporation, authorized
for issuance under the terms of the Atlantic Richfield Company 1997 Restricted
Stock Plan for Outside Directors.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates herein by this reference the documents
listed below filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") with the Securities and Exchange Commission (the "Commission")
under File No. 1-1196:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated March 24, March 24,
March 31, April 1, June 23, and July 28, 1997.
(d) The Description of Capital Stock of the Company set forth on page
21 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Company by Diane A. Ward, Esq., Senior
Counsel -- Securities & Finance of the Company. As of August 5, 1997, Ms. Ward
owned an aggregate of 1,811 shares of Common Stock, held under Company benefit
plans, and options to purchase another 1,486 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 25 of the By-Laws of the Company and to Section
145 of the General Corporation Law of the State of Delaware as set forth
below:
Section 25 of the By-Laws of the Company provide:
(a) Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to or is involved or is threatened to be
involved (as a witness or otherwise) in or otherwise requires
representation by counsel in connection with any threatened, pending or
completed action, suit or proceeding, or an inquiry that such person in
good faith believes might lead to the
1
<PAGE>
institution of any such action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a director or officer of the Company or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
and the basis of such proceeding is alleged action or inaction in an official
capacity or in any other capacity while serving as such a director, officer,
employee or agent, shall be indemnified and held harmless by the Company to
the fullest extent authorized by the General Corporation Law of Delaware, as
the same exists or may hereafter be amended (but, in the case of any such
amendment with reference to events occurring prior to the effective date
thereof, only to the extent that such amendment permits the Company to provide
broader indemnification rights than such law permitted the Company to provide
prior to such amendment), against all costs, charges, expenses, liabilities
and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer (or to serve another
entity at the request of the Company) and shall inure to the benefit of such
person's heirs, personal representatives and estate; provided, however, that,
except as provided in paragraph (b) hereof, the Company shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person against the Company only if such proceeding
(or part thereof) was authorized prior to its initiation by a majority of the
disinterested members of the Board of Directors of the Company. The rights to
indemnification conferred in this Section shall include the right to be paid
by the Company any expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the General
Corporation Law of Delaware requires, payment shall be made to or on behalf of
such person only upon delivery to the Company of an undertaking, by or on
behalf of such person, to repay all amounts so advanced if it shall ultimately
be determined that such person is not entitled to be indemnified under this
Section or otherwise. The rights to indemnification conferred in this Section
shall be deemed to be a contract between the Company and each person who
serves in the capacities described above at any time while this Section is in
effect. Any repeal or modification of this Section shall not in any way
diminish any rights to indemnification of such person or the obligations of
the Company arising hereunder.
(b) Right of claimant to bring suit. If a claim under paragraph (a) of
this Section is not paid in full by the Company within sixty days after a
written claim has been received by the Company, the claimant may at any
time thereafter bring suit against the Company to recover the unpaid amount
of the claim. If successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting or defending such
claim. In any action brought by the claimant to enforce a right to
indemnification hereunder or by the Company to recover payments by the
Company of expenses incurred by a claimant in a proceeding in advance of
its final disposition, the burden of proving that the claimant is not
entitled to be indemnified under this Section or otherwise shall be on the
Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because the claimant has met
the applicable standard of conduct set forth in the General Corporation Law
of Delaware, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel, or its stockholders) that
the claimant has not met such applicable standard of conduct, shall create
a presumption that the claimant has not met the applicable standard of
conduct or, in the case of such an action brought by the claimant, be a
defense to the action.
(c) Non-exclusivity of rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
2
<PAGE>
statute, the Company's Certificate of Incorporation, any By-Law, any
agreement, a vote of Company stockholders or of disinterested Company
directors, or otherwise, both as to action in that person's official
capacity and as to action in any other capacity by holding such office, and
shall continue after the person ceases to serve the Company as a director
or officer or to serve another entity at the request of the Company.
(d) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director or officer of the Company or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.
(e) Indemnity agreements. The Company may from time to time enter into
indemnity agreements with the persons who are members of its Board of
Directors and with such officers or other persons as the Board may
designate, such indemnity agreements to provide in substance that the
Company will indemnify such persons to the fullest extent of the provisions
of this Section 25.
(f) Indemnification of employees and agents of the Company. The Company
may, under procedures authorized from time to time by the Board of
Directors, grant rights to indemnification, and to be paid by the Company
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Company to the fullest extent
of the provisions of this Section 25.
Section 145 of the General Corporation Law of the State of Delaware
provides:
(a) A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such
3
<PAGE>
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered by
a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections (a) and
(b). Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
section.
(h) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation"
4
<PAGE>
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
The Company has entered into or will enter into individual indemnity
agreements with each of its present and future directors and officers
embodying the provisions of Section 25 of the By-Laws.
The Company currently carries Directors' and Officers' Liability Insurance
with a limit of $205 million to the extent authorized by the By-Laws of the
Company and the laws of the State of Delaware.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
3.1 Restated Certificate of Incorporation of the Company as of June 27,
1994, filed with the Commission as Exhibit 3 to the Company's report on
Form 10-Q for the quarterly period ended June 30, 1994, under File No.
1-1196 and incorporated herein by reference.
3.2 By-Laws of the Company as amended through January 23, 1989, filed with
the Commission as Exhibit 3.2 to the Company's report on Form 10-K for
the year 1993, under File No. 1-1196 and incorporated herein by
reference.
4.1 Rights Agreement dated as of July 24, 1995 between the Company and First
Chicago Trust Company of New York, as Rights Agent, filed with the
Commission as Exhibit 4 to the Company's report on Form 10-Q for the
quarterly period ended June 30, 1995, under File No. 1-1196 and
incorporated herein by reference.
4.2 Atlantic Richfield Company 1997 Restricted Stock Plan for Outside
Directors, approved by the Board of Directors on November 18, 1996 and
effective January 1, 1997, filed as an exhibit to this registration
statement.
5 Opinion of Diane A. Ward, Esq., Senior Counsel -- Securities & Finance
dated August 6, 1997, as to the validity of the shares of Common Stock
of the Registrant being registered, filed as an exhibit to this
registration statement.
10 Form of Indemnity Agreement adopted by the Board of Directors of the
Company on January 26, 1987 and executed in February 1987 by the Company
and each of its directors and officers included in Exhibit A to the
Company's 1987 Proxy Statement, filed with the Commission under File No.
1-1196 and incorporated herein by reference.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
23.1 Consent of Coopers & Lybrand L.L.P., filed as an exhibit to this registration statement.
23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5).
24 Power of Attorney, filed as an exhibit to this registration statement.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) ((S) 233.424(b) of this
chapter) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) of this
section do not apply if the registration statement is on Form S-3
((S) 239.13 of this chapter), Form S-8 ((S) 239.16b of this chapter) or
Form F-3 ((S) 230.33 of this chapter), and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by (S) 210.3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by section 10(a)(3) of the Securities
Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3 ((S) 239.33
of this chapter), a post-effective amendment need not be filed to include
6
<PAGE>
financial statements and information required by section 10(a)(3) of the
Securities Act or (S) 210.3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the Form F-3.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding ) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on August 6, 1997.
ATLANTIC RICHFIELD COMPANY
By: /s/ Allan L. Comstock
___________________________________
Allan L. Comstock
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* /s/ Mike R. Bowlin Chairman of the Board, August 4, 1997
____________________________________ Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
* /s/ Anthony G. Fernandes Executive Vice President May 5, 1997
____________________________________
Anthony G. Fernandes
* /s/ Marie L. Knowles Executive Vice President May 5, 1997
____________________________________ and Chief Financial
Marie L. Knowles Officer
* /s/ William E. Wade, Jr. Executive Vice President May 5, 1997
____________________________________
William E. Wade, Jr.
* /s/ Michael E. Wiley Executive Vice President August 4, 1997
____________________________________
Michael E. Wiley
* /s/ Frank D. Boren Director May 5, 1997
____________________________________
Frank D. Boren
* /s/ Lodwrick M. Cook Director May 5, 1997
____________________________________
Lodwrick M. Cook
Director
____________________________________
Richard H. Deihl
* /s/ John Gavin Director May 5, 1997
____________________________________
John Gavin
* /s/ Hanna H. Gray Director May 5, 1997
____________________________________
Hanna H. Gray
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* /s/ Kent Kresa Director May 5, 1997
____________________________________
Kent Kresa
* /s/ David T. McLaughlin Director May 5, 1997
____________________________________
David T. McLaughlin
* /s/ John B. Slaughter Director May 5, 1997
____________________________________
John B. Slaughter
* /s/ Henry Wendt Director May 5, 1997
____________________________________
Henry Wendt
/s/ Allan L. Comstock Vice President and May 5, 1997
____________________________________ Controller
Allan L. Comstock
Principal accounting officer
</TABLE>
*By:/s/ Allan L. Comstock
____________________________
Allan L. Comstock
(Attorney-in-Fact)
9
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of the Company as
of June 27, 1994, filed with the Commission as Exhibit
3 to the Company's report on Form 10-Q for the
quarterly period ended June 30, 1994, under File No. 1-
1196 and incorporated herein by reference.
3.2 By-Laws of the Company as amended through January 23,
1989, filed with the Commission as Exhibit 3.2 to the
Company's report on Form 10-K for the year 1993, under
File No. 1-1196 and incorporated herein by reference.
4.1 Rights Agreement dated as of July 24, 1995 between the
Company and First Chicago Trust Company of New York, as
Rights Agent, filed with the Commission as Exhibit 4 to
the Company's report on Form 10-Q for the quarterly
period ended June 30, 1995, under File No. 1-1196 and
incorporated herein by reference.
4.2 Atlantic Richfield Company 1997 Restricted Stock Plan
for Outside Directors, approved by the Board of
Directors on November 18, 1996 and effective January 1,
1997, filed as an exhibit to this registration
statement.
5 Opinion of Diane A. Ward, Esq., Senior Counsel --
Securities & Finance dated August 6, 1997, as to the
validity of the shares of Common Stock of the
Registrant being registered, filed as an exhibit to
this registration statement.
10 Form of Indemnity Agreement adopted by the Board of
Directors of the Company on January 26, 1987 and
executed in February 1987 by the Company and each of
its directors and officers included in Exhibit A to the
Company's 1987 Proxy Statement, filed with the
Commission under File No. 1-1196 and incorporated
herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., filed as an
exhibit to this registration statement.
23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5).
24 Power of Attorney, filed as an exhibit to this
registration statement.
</TABLE>
<PAGE>
EXHIBIT 4.2
ARCO [LOGO OF ARCO]
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1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
EFFECTIVE JANUARY 1, 1997
<PAGE>
ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
To record the adoption of the Atlantic Richfield Company 1997 Restricted Stock
Plan for Outside Directors, effective January 1, 1997, the undersigned, being
duly authorized to act on behalf of Atlantic Richfield Company has executed this
plan document at Los Angeles, California on the 11th day of June, 1997.
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ATTEST: ATLANTIC RICHFIELD COMPANY
BY: /s/ Armineh Simonian BY: /s/ John H. Kelly
--------------------- -----------------------
Armineh Simonian John H. Kelly
Senior Vice President
Human Resources
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ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
TABLE OF CONTENTS
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Page No.
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Section 1. Purpose of the Plan.................................. 1
Section 2. Definitions.......................................... 1
Section 3. Administration of the Plan........................... 2
Section 4. Grant of Restricted Stock............................ 2
Section 5. Terms and Conditions of Restricted Stock............. 3
Section 6. Common Stock Subject to Plan......................... 4
Section 7. Adjustments.......................................... 4
Section 8. General Provisions................................... 4
Section 9. Amendment, Suspension or Termination of the Plan..... 5
Section 10. Effective Date....................................... 5
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ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
The Restricted Stock Plan for Outside Directors of Atlantic Richfield
Company, a Delaware corporation, is set forth as follows:
I. PURPOSES OF THE PLAN
The purposes of this Plan are to provide nonemployee members of the Board
of Directors with a specific incentive to work for the long-range growth and
success of ARCO, to enable such members to acquire stock ownership and further
alignment with the goal of increasing the value of such stock, and to facilitate
the attraction and retention of directors of superior capability.
II. DEFINITIONS
As used herein, the following terms shall have the following meanings:
2.1 "ARCO" shall mean Atlantic Richfield Company.
2.2 "Board" means the Board of Directors of ARCO.
2.3 "Administrative Committee" shall mean the Outside Director Restricted
Stock Plan Committee which is comprised of a Committee consisting of employees
of the Company who are members of the Board and are appointed by the Chairman
of the Board with the concurrence of the Corporate Governance Committee. The
Committee is authorized to administer the Plan.
2.4 "Change of Control" shall mean Change of Control as defined in the
Atlantic Richfield Trust Agreement For Outside Directors Benefit Plans between
Atlantic Richfield Company and the State Street Bank and Trust Company,
effective as of July 1, 1994.
2.5 "Common Stock" shall mean the common stock of ARCO having a par value
of $2.50 per share.
2.6 "Fair Market Value" of a share of Common Stock shall be the mean
between the highest and lowest sales prices, or the closing sales price of a
share of Common Stock, whichever is higher, on the date in question as reported
on the composite tape for issues listed on the New York Stock Exchange.
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2.7 "Normal Retirement Age" means the normal retirement age for Outside
Directors established by the Board of Directors.
2.8 "Outside Director" means a member of the Board of Directors of ARCO
that is not an employee of ARCO.
2.9 "Plan" shall mean this Restricted Stock Plan for Outside Directors,
including any amendments hereof and rules and regulations hereunder.
2.10 "Restricted Stock" shall mean Common Stock awarded under this Plan,
which is subject to certain forfeiture and transferability restrictions as
provided in the Plan, in regulations of the Administrative Committee promulgated
thereunder, and in the agreement evidencing the grant of such Restricted Stock.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Administrative Committee, which is
authorized to determine the maximum number of shares of Common Stock that may be
issued under the Plan and the source of such shares, to adopt rules regarding
the time and form of distributions and elections related thereto and to delegate
any responsibility to one or more employees of the Company. The Administrative
Committee shall act upon all matters relating to the interpretation and
construction of the Plan. Any interpretation, construction or any other action
made or taken pursuant to the provisions of the Plan by the Administrative
Committee shall be final, binding and conclusive for all purposes and upon all
persons including the Company, its Outside Directors and their respective
successors in interest.
IV. GRANT OF RESTRICTED STOCK
A. Effective January 1, 1997, there shall be a grant of shares of
Restricted Stock representing the converted value of the accrued benefit of each
Outside Director who was an active participant in the Atlantic Richfield Company
Retirement Plan for Outside Directors as of December 31, 1996, and who elected
such conversion effective January 1, 1997.
B. Effective March 31, 1997, there shall be a grant of shares of
Restricted Stock representing the converted value of the account balance of each
Outside Director who was an active Participant in the Atlantic Richfield Company
Deferral Plan For Outside Directors as of March 31, 1997 and who elected such
conversion effective March 31, 1997.
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C. After January 1, 1997, there shall be an additional annual grant of
shares of Restricted Stock representing the percentage of applicable director
and Committee Chairman retainer fees elected by the Outside Director in advance
of each calendar year pursuant to procedures adopted by the Administrative
Committee.
D. Dividends earned on any grant of Restricted Stock under Subparagraphs
A, B and C shall be reinvested in additional shares of Restricted Stock on the
date such dividends are earned and such additional shares of Restricted Stock
shall be subject to the terms and conditions generally applicable to Restricted
Stock under the Plan.
V. TERMS AND CONDITIONS OF RESTRICTED STOCK
All Restricted Stock granted or issued under the Plan shall be subject to
the following terms and conditions:
A. The Administrative Committee shall grant Restricted Stock under the
Plan to Outside Directors and the Administrative Committee shall in each case
determine the number of shares of Restricted Stock to be awarded, consistent
with the provisions of Article IV of the Plan.
B. Each share of Restricted Stock shall become nonforfeitable upon the
earlier of (i) retirement at Normal Retirement Age, (ii) Change of Control,
(iii) death, (iv) disability, or (v) termination prior to Normal Retirement Age
with the consent of a majority of the remaining members of the Board, provided
that failure to be nominated for re-election or to be re-elected after standing
for re-election shall constitute termination with such consent. If the Outside
Director terminates membership on the Board prior to Normal Retirement Age for
any reason other than Change of Control, death, disability or termination with
the consent of the majority of the remaining members of the Board, the shares of
Restricted Stock in the Outside Director's account shall be forfeited.
C. For the period during which shares of Restricted Stock are subject to
forfeiture under Subparagraph B hereof or are being held for later distribution
pursuant to a deferral election under Subparagraph D hereof, such shares shall
be nontransferable and nonassignable and may not be pledged or otherwise
encumbered by the Outside Director.
D. Each Outside Director shall be permitted to elect a distribution
subsequent to Normal Retirement Age subject to any time, form and other
procedures regarding such election as are prescribed by the Administrative
Committee, in which case the Restricted Stock shall continue to be
nontransferable and nonassignable prior to the end of the deferral period.
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E. Dividends accruing on shares of Restricted Stock shall be reinvested
in shares of Restricted Stock and be subject to the terms and conditions of the
Plan.
VI. COMMON STOCK SUBJECT TO PLAN
The maximum number of shares of Common Stock that may be issued under the
Plan shall not in the aggregate exceed 75,000 shares of Common Stock, subject to
the adjustments under Paragraph VII. Common Stock issued under the Plan shall be
Common Stock which is treasury stock. Shares of Common Stock subject to
forfeited Restricted Stock may again become available for the grant of
Restricted Stock under this Plan.
VII. ADJUSTMENTS
If the class of shares then subject to the Plan is changed into or
exchanged for a different number or kind of shares or securities, as the result
of any one or more reorganizations, recapitalizations, stock splits, reverse
stock splits, stock dividends or similar events, an adjustment shall be made in
the number and/or type of shares or securities for which Restricted Stock has
been or may thereafter be granted under this Plan.
VIII. GENERAL PROVISIONS
A. Each member of the Administrative Committee may rely upon information
reported to him or her by officers or employees of ARCO with delegated
responsibilities and shall not be liable for any act of commission or omission
of others or, except in circumstances involving his or her own bad faith, for
any act taken or omitted by himself or herself.
B. The grant of shares of Restricted Stock under the Plan shall not
constitute an assurance of service on the Board such service being subject to
election by the stockholders.
C. The Plan and the grant of Restricted Stock hereunder shall be subject
to all applicable rules and regulations of governmental and other authorities.
D. Shares of Common Stock received with respect to an award of Restricted
Stock pursuant to a stock split, stock dividend or other change in the
capitalization of the Company will be held subject to the same restrictions on
transferability that are applicable to such shares of Restricted Stock.
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IX. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Board of Directors of ARCO may suspend, terminate or amend the Plan.
No amendment, suspension or termination of the Plan shall deprive Outside
Directors to any Restricted Stock granted under the Plan on or before such date.
X. EFFECTIVE DATE
The effective date of the Plan is January 1, 1997.
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EXHIBIT 5
ARCO [LOGO] Legal
515 South Flower Street
Mailing Address: Box 2679-T.A.
Los Angeles, California 90051
Telephone 213 486 2808
Diane A. Ward
Senior Counsel - Securities & Finance
August 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 (Registration No. 333-__________)
Atlantic Richfield Company 1997 Restricted Stock Plan for Outside Directors
Ladies and Gentlemen:
As Senior Counsel, Securities & Finance of Atlantic Richfield Company (the
"Company"), I have reviewed the Atlantic Richfield Company 1997 Restricted Stock
Plan for Outside Directors as adopted by the Board of Directors of the Company
on November 18, 1996, effective January 1, 1997, and have considered the
proposed sale of shares of the Company's Common Stock, par value $2.50 per share
("Common Stock"), thereunder. This opinion is furnished as an exhibit to the
above-referenced Registration Statement.
Based on such examination of corporate records, documents and questions of law
as I have considered necessary, I am of the opinion that when the shares of the
Common Stock are sold in the manner contemplated by the Registration Statement,
they will be legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and to the use of my name in the Registration
Statement under the caption "Interests of Named Experts and Counsel".
Very truly yours,
/s/ Diane A. Ward
Diane A. Ward
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Atlantic Richfield Company on Form S-8 (Registration No. 333- ),
relating to the Atlantic Richfield Company 1997 Restricted Stock Plan for
Outside Directors, of our report dated February 12, 1997, on our audits of the
financial statements and financial statement schedule of Atlantic Richfield
Company.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
August 6, 1997
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EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Anthony G. Fernandes, Marie L. Knowles, William E. Wade, Jr., Bruce G. Whitmore,
Terry G. Dallas and Allan L. Comstock, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, in connection with the issuance of any securities authorized
by the Board of Directors of Atlantic Richfield Company (the "Company") or by
the Executive Committee thereof pursuant to due authorization by such Board for
issuance by the Company, (1) to execute and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), (A) Registration
Statements and any and all amendments (including post-effective amendments)
thereto and to file, or cause to be filed, all exhibits thereto and other
documents in connection therewith as required by the Commission in connection
with such registration under the Securities Act of 1933, as amended, and (B) any
report or other document required to be filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, (2) to execute and
file, or cause to be filed, any application for registration or exemption
therefrom, any report or any other document required to be filed by the Company
under the Blue Sky or securities laws of any of the United States, and to
furnish any other information required in connection therewith, (3) to execute
and file, or cause to be filed, any application for registration or exemption
therefrom under the securities laws of any jurisdiction outside the United
States, including any reports or other documents required to be filed subsequent
to the issuance of such securities, and (4) to execute and file, or cause to be
filed, any application for listing such securities on the New York Stock
Exchange, the Pacific Stock Exchange, the London Stock Exchange or any other
securities exchange in any other jurisdiction where any such securities are
proposed to be sold, granting to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act required to
be done as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue of this power of attorney. Each person
whose signature appears below may at any time revoke this power of attorney as
to himself or herself only by an instrument in writing specifying that this
power of attorney is revoked as to him or her as of the date of execution of
such instrument or at a subsequent specified date. This power of attorney shall
be revoked automatically with respect to any person whose signature appears
below effective on the date he or she ceases to be a member of the Board of
Directors or an officer of the Company. Any revocation hereof shall not void or
otherwise affect any acts performed by any attorney-in-fact and agent named
herein pursuant to this power of attorney prior to the effective date of such
revocation.
Dated as of May 5, 1997.
Signature Title
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Chairman of the Board,
----------------------------- Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
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Signature Title
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/s/ Anthony G. Fernandes Executive Vice President
----------------------------- and Director
Anthony G. Fernandes
/s/ Marie L. Knowles Executive Vice President,
----------------------------- Chief Financial Officer
Marie L. Knowles and Director
Principal financial officer
/s/ William E. Wade, Jr. Executive Vice President
----------------------------- and Director
William E. Wade, Jr.
/s/ Frank D. Boren Director
-----------------------------
Frank D. Boren
/s/ Lodwrick M. Cook Director
-----------------------------
Lodwrick M. Cook
Director
-----------------------------
Richard H. Deihl
/s/ John Gavin Director
-----------------------------
John Gavin
/s/ Hanna H. Gray Director
-----------------------------
Hanna H. Gray
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Signature Title
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/s/ Kent Kresa Director
-----------------------------
Kent Kresa
/s/ David T. McLaughlin Director
-----------------------------
David T. McLaughlin
/s/ John B. Slaughter Director
-----------------------------
John B. Slaughter
/s/ Henry Wendt Director
-----------------------------
Henry Wendt
/s/ Allan L. Comstock Vice President and
----------------------------- Controller
Allan L. Comstock
Principal Accounting Officer
3
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Anthony G. Fernandes, Marie L. Knowles, William E. Wade, Jr., Michael E. Wiley,
Bruce G. Whitmore, Terry G. Dallas and Allan L. Comstock, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, in connection with the issuance of any
securities authorized by the Board of Directors of Atlantic Richfield Company
(the "Company") or by the Executive Committee thereof pursuant to due
authorization by such Board for issuance by the Company, (1) to execute and
file, or cause to be filed, with the Securities and Exchange Commission (the
"Commission"), (A) Registration Statements and any and all amendments (including
post-effective amendments) thereto and to file, or cause to be filed, all
exhibits thereto and other documents in connection therewith as required by the
Commission in connection with such registration under the Securities Act of
1933, as amended, and (B) any report or other document required to be filed by
the Company with the Commission pursuant to the Securities Exchange Act of 1934,
as amended, (2) to execute and file, or cause to be filed, any application for
registration or exemption therefrom, any report or any other document required
to be filed by the Company under the Blue Sky or securities laws of any of the
United States, and to furnish any other information required in connection
therewith, (3) to execute and file, or cause to be filed, any application for
registration or exemption therefrom under the securities laws of any
jurisdiction outside the United States, including any reports or other documents
required to be filed subsequent to the issuance of such securities, and (4) to
execute and file, or cause to be filed, any application for listing such
securities on the New York Stock Exchange, the Pacific Stock Exchange, the
London Stock Exchange or any other securities exchange in any other jurisdiction
where any such securities are proposed to be sold, granting to such attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act required to be done as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, and
each of them, may lawfully do or cause to be done by virtue of this power of
attorney. Each person whose signature appears below may at any time revoke this
power of attorney as to himself or herself only by an instrument in writing
specifying that this power of attorney is revoked as to him or her as of the
date of execution of such instrument or at a subsequent specified date. This
power of attorney shall be revoked automatically with respect to any person
whose signature appears below effective on the date he or she ceases to be a
member of the Board of Directors or an officer of the Company. Any revocation
hereof shall not void or otherwise affect any acts performed by any attorney-in-
fact and agent named herein pursuant to this power of attorney prior to the
effective date of such revocation.
Dated as of August 4, 1997.
Signature Title
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/s/ Mike R. Bowlin Chairman of the Board,
----------------------------- Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Anthony G. Fernandes, Marie L. Knowles, William E. Wade, Jr., Michael E. Wiley,
Bruce G. Whitmore, Terry G. Dallas and Allan L. Comstock, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, in connection with the issuance of any
securities authorized by the Board of Directors of Atlantic Richfield Company
(the "Company") or by the Executive Committee thereof pursuant to due
authorization by such Board for issuance by the Company, (1) to execute and
file, or cause to be filed, with the Securities and Exchange Commission (the
"Commission"), (A) Registration Statements and any and all amendments (including
post-effective amendments) thereto and to file, or cause to be filed, all
exhibits thereto and other documents in connection therewith as required by the
Commission in connection with such registration under the Securities Act of
1933, as amended, and (B) any report or other document required to be filed by
the Company with the Commission pursuant to the Securities Exchange Act of 1934,
as amended, (2) to execute and file, or cause to be filed, any application for
registration or exemption therefrom, any report or any other document required
to be filed by the Company under the Blue Sky or securities laws of any of the
United States, and to furnish any other information required in connection
therewith, (3) to execute and file, or cause to be filed, any application for
registration or exemption therefrom under the securities laws of any
jurisdiction outside the United States, including any reports or other documents
required to be filed subsequent to the issuance of such securities, and (4) to
execute and file, or cause to be filed, any application for listing such
securities on the New York Stock Exchange, the Pacific Stock Exchange, the
London Stock Exchange or any other securities exchange in any other jurisdiction
where any such securities are proposed to be sold, granting to such attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act required to be done as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, and
each of them, may lawfully do or cause to be done by virtue of this power of
attorney. Each person whose signature appears below may at any time revoke this
power of attorney as to himself or herself only by an instrument in writing
specifying that this power of attorney is revoked as to him or her as of the
date of execution of such instrument or at a subsequent specified date. This
power of attorney shall be revoked automatically with respect to any person
whose signature appears below effective on the date he or she ceases to be a
member of the Board of Directors or an officer of the Company. Any revocation
hereof shall not void or otherwise affect any acts performed by any attorney-in-
fact and agent named herein pursuant to this power of attorney prior to the
effective date of such revocation.
Dated as of August 4, 1997.
Signature Title
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/s/ Michael E. Wiley Executive Vice President
----------------------------- and Director
Michael E. Wiley
