<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997.
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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)
ARCO
1985 EXECUTIVE LONG-TERM INCENTIVE PLAN
(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>
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
<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,
par value $2.50 per share. 5,000,000(1) $75.00(2) $375,000,000(2) $113,636
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register 5,000,000
additional shares of common stock, par value $2.50 per share ("Common Stock"),
of Atlantic Richfield Company (the "Company"), authorized for issuance under
the terms of the ARCO 1985 Executive Long-Term Incentive Plan. The contents of
the Registration Statement on Form S-8, Registration No. 33-21558, filed with
the Securities and Exchange Commission on May 2, 1988, is hereby incorporated
by reference.
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 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
1
<PAGE>
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
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.
2
<PAGE>
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 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
3
<PAGE>
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" 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.
4
<PAGE>
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 The ARCO 1985 Executive Long-Term Incentive Plan, as amended by the
Board of Directors of the Company on February 24, 1997 and as
effective on that date, is included in the Appendix to the Company's
1997 Proxy Statement filed with the Securities and Exchange Commission
on March 11, 1997, under File No. 1-1196, and incorporated herein by
reference.
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>
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) 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
5
<PAGE>
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
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
6
<PAGE>
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
* /s/ Kent Kresa Director May 5, 1997
____________________________________
Kent Kresa
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* /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
* By: /s/ Allan L. Comstock
-------------------------------
Allan L. Comstock
(Attorney-in-Fact)
</TABLE>
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 The ARCO 1985 Executive Long-Term Incentive Plan, as
amended by the Board of Directors of the Company on
February 24, 1997 and as effective on that date, is
included in the Appendix to the Company's 1997 Proxy
Statement filed with the Securities and Exchange
Commission on March 11, 1997, under File No. 1-1196,
and incorporated herein by reference.
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 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-______ )
ARCO 1985 Executive Long-Term Incentive Plan
Ladies and Gentlemen:
As Senior Counsel - Securities & Finance of Atlantic Richfield Company (the
"Company"), I have reviewed the ARCO 1985 Executive Long-Term Incentive Plan, as
amended and adopted by the Board of Directors of the Company on February 24,
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
<PAGE>
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 ARCO 1985 Executive Long-Term Incentive Plan,
of our report dated February 12, 1997, on our audits of the financial
statements and financial statement schedule of Atlantic Richfield Company.
Los Angeles, California
August 6, 1997 COOPERS & LYBRAND L.L.P.
<PAGE>
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
--------- -----
Chairman of the Board,
----------------------------- Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
<PAGE>
Signature Title
--------- -----
/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
2
<PAGE>
Signature Title
--------- -----
/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
<PAGE>
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
--------- -----
/s/ Mike R. Bowlin Chairman of the Board,
----------------------------- Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
<PAGE>
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
--------- -----
/s/ Michael E. Wiley Executive Vice President
----------------------------- and Director
Michael E. Wiley
