SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
________________
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 1998
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ATLANTIC RICHFIELD COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-1196 23-0371610
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(Commission File Number) (IRS Employer
Identification No.)
515 South Flower Street, Los Angeles, California 90071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 486-3511
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
1. ARCO's Board elected Beverly L. Thelander, Dennis D. Schiffel
and Stephen G. Suellentrop as Vice Presidents of the Company
effective immediately.
2. ARCO's Board of Directors took action at its November 23, 1998
meeting to make certain technical corrections to ARCO's by-laws
regarding its annual meeting and to change certain notice provisions.
Under the amendment, the 1999 annual meeting date is expected to
be May 3. If a shareholder wishes to submit a nomination for
director, the deadline is January 4, 1999. If a shareholder
wishes to submit a proposal for a vote, other than a proposal
submitted pursuant to Rule 14a-8 of the proxy rules (which
proposals were required under the proxy rules to have been
submitted on or before November 16, 1998), any such other
proposal must also be submitted by January 4, 1999. See Exhibit
No. 3 to this report on Form 8-k for the full text of By-Laws
as amended through November 23, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ATLANTIC RICHFIELD COMPANY
/s/ BRUCE G. WHITMORE
________________________________
Bruce G. Whitmore
Senior Vice President, General
Counsel and Corporate Secretary
Dated: November 24, 1998
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BY-LAWS OF ATLANTIC RICHFIELD COMPANY
(A DELAWARE CORPORATION)
Meeting of Stockholders and Record Dates
1. Special meetings.
(a) Date and Time. An annual meeting of stockholders
for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held
on the first Monday in May of each year, at 10:00 a.m. Pacific
Standard Time, or on such date and at such hour as the Board of
Directors may designate. If the day fixed for the meeting is a
legal holiday, the meeting shall be held at the same hour on
the next succeeding full business day which is not a legal
holiday.
(b) Business of the Meeting. No business may be
transacted at an annual meeting of stockholders, other than
business that is either (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof),
(ii) otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly
authorized committee thereof) or (iii) otherwise properly
brought before the annual meeting by any stockholder of the
Company (A) who is a stockholder of record on the date of the
giving of the notice provided for in these By-Laws and on the
record date for the determination of stockholders entitled to
vote at such annual meeting and (B) who complies with the
notice procedures set forth herein below. In addition to any
other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper
written form to the Secretary of the Company. To be timely, a
stockholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the
Company 120 days in advance of such annual meeting of
stockholders.
To be in proper written form, a stockholder's notice to
the Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting, including the text of the motion to be put to
the annual meeting, and the reasons for conducting such
business at the annual meeting, (ii) the name (including the
name of the beneficial owner) and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Company that are owned beneficially or of
record by such stockholder, (iv) whether the proposing
stockholder intends to solicit proxies in favor of the motion
and (v) whether the stockholder is acting in concert with any
other stockholder.
2. Special meetings. Special meetings of stockholders may
be called at any time in the manner provided in Article V of
the Certificate of Incorporation. No business shall be conducted
at a special meeting of stockholders other than business
specified in the notice of meeting (or any supplement thereto)
as given by the authority convening the meeting.
3. Place. Each annual or special meeting of stockholders
shall be held at the principal office of the Company or at such
other place in Delaware or elsewhere as the Board of Directors
may designate.
4. Notice. Written notice stating the place, day and hour
of each meeting of stockholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called, shall be mailed by the Secretary at least ten days and
not more than sixty days before the meeting to each stockholder
of record entitled to vote at the meeting to his address
appearing on the books of the Company.
5. Quorum. The presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes
which all stockholders are entitled to cast on a particular
matter shall constitute a quorum for the purpose of considering
such matter at a meeting of stockholders. If a quorum is not
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present in person or by proxy, those present may adjourn from
time to time to reconvene at such time and place as they may
determine.
6. Record dates. The Board of Directors may fix a time not
less than ten and not more than sixty days prior to the date of
any meeting of stockholders and not more than sixty days prior
to the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will
be made or to into effect, as a record date for the
determination of the stockholders entitled to notice of or to
vote at any such meeting, or to receive payment of any such
dividend or distribution, or to receive any such allotment of
rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares or for the purpose of
any other lawful action. In such case, only such stockholders
as shall be stockholders of record at the close of business on
the date so fixed shall be entitled to notice of or to vote at
such meeting, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to
exercise such rights in respect to any change, conversion or
exchange of shares, as the case may be, notwithstanding any
transfer of any shares on the books of the Company after the
record date fixed as aforesaid.
Directors
7. Number. The number of directors constituting the entire
Board shall be such number as shall be fixed from time to time
by resolution of the Board of Directors.
8. Age qualification. Except as the Board may otherwise
determine upon recommendation of the Nominating Committee of
the Board, the retirement age for directors is age 72.
9. Annual meeting. An annual meeting of the Board of
Directors shall be held each year in conjunction with the
annual meeting of stockholders, at the place where such meeting
of stockholders was held or at such other place as the Board
may determine, for the purposes of organization, election or
appointment of officers and the transaction of such other
business as shall come before the meeting. No notice of the
meeting need be given.
10. Regular meetings. Regular meetings of the Board of
Directors may be held without notice at such times and at such
places in Delaware or elsewhere as the Board may determine.
11. Special meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the
President or a majority of the directors in office, to be held
at such time (as will permit the giving of notice as provided
in the section) and at such place (in Delaware or elsewhere) as
may be designated by the person or persons calling the meeting.
Notice of the place, day and hour of each special meeting shall
be given to each director by the Secretary by written notice
mailed on or before the third full business day before the
meeting or by notice received personally or by other means at
least twenty-four hours before the meeting. The notice need not
refer to the business to be transacted at the meeting.
12. Quorum. A majority of the directors in office shall
constitute a quorum for the transaction of business but less
than a quorum may adjourn from time to time to reconvene at
such time and place as they may determine.
13. Meeting by telephone. One or more directors may
participate in a meeting of the Board of Directors or of a
committee of the Board of Directors by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
14. Compensation. Directors shall receive such compensation
for their services as shall be determined by the Board of
Directors.
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15. Committees. The Board of Directors may by resolution
adopted by a majority of the directors then in office, appoint
an Executive Committee of three or more directors. To the
extent provided in such resolution, the Executive Committee
shall have and may, subject to applicable law, exercise the
authority of the Board in the management of the business of the
Company. The Board may appoint such other committees as it may
deem advisable, and each such committee shall have such
authority and perform such duties as the Board may determine.
At each meeting of the Board all action taken by each committee
since the preceding meeting of the Board shall be reported to
it.
16. Consent action. Any action which may be taken at a
meeting of the directors or a meeting of the Executive
Committee may be taken without a meeting, if a consent or
consents in writing, setting forth the action so taken, shall
be signed by all of the directors or all of the members of the
Executive Committee, as the case may be, and shall be filed
with the minutes of proceedings of the Board of Directors or
the Executive Committee.
Officers and Agents
17. Officers. The Board of Directors at any time may
elect a Chairman of the Board, a President, one or more Vice
Presidents, a Treasurer and a Secretary, may designate any one
or more Vice Presidents as Executive Vice Presidents, Senior
Vice Presidents, Financial Vice Presidents or otherwise, and
may elect or appoint such additional officers and agents as the
Board may deem advisable. Any two or more offices may be held
by the same person except the offices of the Chairman of the
Board and Secretary and the offices of President and Secretary.
18. Term. Each officer and each agent shall hold office
until the next annual meeting of the Board of Directors or
until his successor is elected or appointed and qualified,
whichever occurs first, or until his death, resignation or
removal by the Board of Directors.
19. Authority duties and compensation. All elected or
appointed officers and agents shall have such authority and
perform such duties as may be provided in the By-Laws or as may
be determined by the Board of Directors or the Chairman of the
Board. They shall receive such compensation for their services
as may be determined by the Board of Directors or in a manner
approved by it. Notwithstanding any other provisions of these
By-Laws, the Board shall have the power from time to time by
resolution to prescribe by what officers or agents particular
documents or instruments or particular classes of documents or
instruments shall be signed, countersigned, endorsed or
executed, provided, however, that any person, firm or
corporation shall be entitled to accept and to act upon any
document or instrument signed, countersigned, endorsed or
executed by officers or agents of the Company pursuant to the
provisions of these by-laws unless prior to receipt of such
document or instrument such person, firm or corporation has
been furnished with a certified copy of a resolution of the
Board prescribing a different signature, countersignature,
endorsement or execution.
20. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of stockholders and of the Board
of Directors. The Board at its discretion may designate the
Chairman of the Board as chief executive officer of the
Company, in which event the Chairman of the Board shall be
charged with and shall have the discretion and supervision of
all its business and operations. The Chairman of the Board
shall sign all certificates of stock of the Company or shall
cause them to be signed in facsimile or otherwise as permitted
by law.
21. President. In the absence or disability of the
Chairman of the Board, the President shall preside at all
meetings of stockholders and of the Board of Directors. The
Board at its discretion may designate the President as chief
executive officer of the company, in which event the President
shall be charged with and shall have the direction and
supervision of its business and operations. If the office of
Chairman of the Board is vacant, the President shall have the
authority and shall perform the duties of the Chairman of the
Board.
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22. Treasurer. The Treasurer shall keep and account for
all moneys, funds, and property of the Company which shall come
into the Treasurer's hands, and shall render such accounts and
present such statements to the Board of Directors as may be
required of the Treasurer. Unless the Board shall prescribe
otherwise, the Treasurer shall deposit all funds of the Company
which may come into the Treasurer's hands in such bank or banks
as the Board may designate and in accounts in the name of the
Company, shall endorse for collection bills, notes, checks and
other negotiable instruments received by the Company, shall
sign all bills, notes, checks and other negotiable instruments
of the Company or cause them to be signed in facsimile or
otherwise as the Board may determine, shall countersign all
certificates of stock of the Company or cause them to be
countersigned in facsimile or otherwise as permitted by law,
and shall pay out money as the business of the Company may
require, taking proper vouchers therefor. In the absence or
disability of the Treasurer, an Assistant Treasurer shall have
the authority and shall perform the duties of the Treasurer.
23. Secretary. The Secretary shall give or cause to be
given all required notices of meetings of stockholders and of
the Board of Directors, shall attend such meetings when
practicable, shall record and keep the minutes and all other
proceedings thereof, shall attest to such records after every
meeting by signature, shall safely keep all documents and
papers which shall come into the Secretary's possession, shall
truly keep the books and accounts of the Company appertaining
to the Secretary's office, and shall present statements thereof
when required by the Board. In the absence or disability of the
Secretary, an Assistant Secretary shall have the authority and
shall perform the duties of the Secretary.
24. Corporate seal. A corporate seal shall be prepared
and shall be kept in the custody of the Secretary of the
Company. The seal or a facsimile thereof may be impressed,
affixed or reproduced, and attested to by the Secretary of an
Assistant Secretary, for the authentication of documents or
instruments requiring the seal and bearing the signature of a
duly authorized officer or agent.
Indemnification
25. (a) Right to Indemnification. Each person who was
or is a party or is threatened to be made a party to or is
involved or is threatened to be involved (as a witness or
otherwise) in or otherwise requires representation by counsel
in connection with any threatened, pending or completed action,
suit or proceeding, or any inquiry that such person in good
faith believes might lead to the institution of any such
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding'),
by reason of the fact that he or she is or was a director or
officer of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, and the basis of such proceeding is alleged
action or inaction in an official capacity or in any other
capacity while serving as such a director, officer, employee or
agent, shall be indemnified and held harmless by the Company to
the fullest extent authorized by the General Corporation Law of
Delaware, as the same exists or may hereinafter 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
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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
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 expenses, 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.
Fiscal Year and Annual Report
26. Fiscal year. The fiscal year of the Company shall be
the calendar year.
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27. Annual report. The Board of Directors shall cause an
annual report to be prepared and mailed to the stockholders in
accordance with the rules and regulations of the Securities and
Exchange Commission and the New York Stock Exchange.
Share Transfers and Records
28. Share transfers and records. The Board of Directors
may appoint a transfer agent or transfer agents and a registrar
or registrars to make and record all transfers of shares of
stock of the Company or any class.
Emergency By-Laws
29. When operative. The emergency By-Laws provided by the
following sections shall be operative during any emergency
resulting from an attack on the United States, any nuclear
disaster, earthquake or during the existence of any
catastrophe, as a result of which a quorum of the Board of
Directors or the Executive Committee thereof cannot be readily
convened for action notwithstanding any different provision in
the preceding sections of the By-Laws or in the Certificate of
Incorporation of the Company or in the General Corporation Law
of the State of Delaware. To the extent not inconsistent with
the emergency By-Laws, the By-Laws provided in the preceding
sections shall remain in effect during such emergency and upon
the termination of such emergency, the emergency By-Laws shall
cease to be operative unless and until another such emergency
shall occur.
30. Meetings. During any such emergency:
(a) Any meeting of the Board of Directors may be called
by any director. Whenever any officer of the Company who is
not a director has reason to believe that no director is
available to participate in a meeting, such officer may call a
meeting to be held under the provisions of this section.
(b) Notice of each meeting called under the provisions
of this section shall be given by the person calling the meeting
or at his request by any officer of the Company. The notice
shall specify the time and the place of the meeting, which
shall be the head office of the Company at the time if feasible
and otherwise any other place specified in the notice. Notice
need be given only to such of the directors as it may be
feasible to reach at the time and may be given by such means as
may be feasible at the time, including publication or radio.
If given by mail, messenger, telephone or telegram, the notice
shall be addressed to the director at his residence or business
address or such other place as the person giving the notice
shall deem suitable. In the case of meetings called by an
officer who is not a director, notice shall also be given
similarly, to the extent feasible, to the persons named on the
list referred to in part (c) of this section. Notice shall be
given at least two days before the meeting if feasible in the
judgment of the person giving the notice and otherwise the
meeting may be held on any shorter notice that he shall deem to
be suitable.
(c) At any meeting called under the provisions of this
section, the director or directors present shall constitute a
quorum for the transaction of business. If no director attends
a meeting called by an officer who is not a director and if
there are present at least three of the persons named on a
numbered list of personnel approved by the Board of Directors
before the emergency, those present (but not more than nine
appearing highest in priority on such list) shall be deemed
directors for such meeting and shall constitute a quorum for
the transaction of business.
31. Lines of succession. The Board of Directors, during as
well as before any such emergency, may provide, and from time
to time modify, lines of succession in the event that during
such an emergency any or all officers or agents of the Company
shall for any reason be rendered incapable of discharging
their duties.
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32. Offices. The Board of Directors, during as well as
before any such emergency, may, effective during the emergency,
change the head office or designate several alternative head
offices or regional offices, or authorize the officers so to
do.
33. Liability. No officer, director or employee acting
in accordance with these emergency By-Laws shall be liable
except for willful misconduct.
34. Repeal or change. The emergency By-Laws shall be
subject to repeal or change by action of the Board of Directors
or by the affirmative vote of at least 66 2/3% of all votes
entitled to be cast by the holders of Capital Stock of the
Company entitled to vote generally in the election of directors
voting together as a single class, except that no such repeal
or change shall modify the provisions of the next preceding
section with regard to action or inaction prior to the time of
such repeal or change.
I __________________________, Secretary of Atlantic
Richfield Company, hereby certify that the foregoing is a true
and correct copy of the By-laws of the Company now in force.
WITNESS my hand and the seal of said Company the day of
the _____ day of ____________________.
_____________________________
Secretary
Amended as of November 23, 1998
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For Immediate Release November 24, 1998
ARCO BOARD ELECTS THREE VICE PRESIDENTS
LOS ANGELES - The Board of Directors of ARCO elected three
corporate vice presidents. The three include Dennis Schiffel as
Vice President, Corporate Planning; Beverly Thelander as Vice
President, Communications, Public Affairs, and Investor
Relations; and Stephen G. Suellentrop as Vice President,
Technology and Operations Services.
Schiffel, 55, who previously served two years as ARCO's Vice
President of Investor Relations, succeeds Donald R. Voelte, who
was elected Executive Vice President, in September. Since first
joining ARCO in 1979, Schiffel held a variety of planning and
finance positions in London and Hong Kong as well as ARCO offices
in the United States. He earned a bachelors of science degree
from Ohio State University, a master of business administration
in economics from Indiana University, a master of arts and Ph.D.
in economics from Claremont Graduate School and JD from George
Washington University.
Thelander, 43, assumed new responsibilities combining ARCO's
worldwide Communications, Public Affairs and Investor Relations
after serving as Vice President of Wholesale Marketing,
Distribution and Supply for ARCO Products, the company's refining
and marketing division. She joined ARCO in 1981 and held various
financial positions in ARCO Products as well as the company's
corporate finance department and transportation unit before
moving into the wholesale marketing position in 1996. She is a
graduate of UCLA where she earned a bachelors degree in economics
and a masters degree of business administration in finance.
<PAGE>
VICE PRESIDENTS ELECTED
Page 2
Suellentrop, 46, is responsible for a new function,
headquartered in Plano, Texas, which includes Engineering and
Technology; Environment, Health & Safety; Information Technology;
Procurement, and ARCO Environmental Remediation Ltd. He was
managing director at ARCO British Limited and ARCO's vice
president for Europe and North Africa before assuming his new
position. He joined ARCO in 1975 and held a number of
engineering and operations positions before moving to the United
Kingdom in 1994. Suellentrop completed his bachelors of science
and masters of science degrees in petroleum engineering at the
University of Missouri, Rolla.
ARCO (NYSE: ARC) is a worldwide integrated hydrocarbons
company with operations encompassing all aspects of the oil and
gas business: exploration, production, and marketing of crude
oil, natural gas and natural gas liquids, and the refining,
marketing and transportation of petroleum products. ARCO has
significant operations on the North Slope of Alaska and in the
Gulf of Mexico, the Permian Basin, China, Indonesia, the North
Sea and North Africa.
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CONTACT: Linda Dozier, 213-486-3384 or Marylou Flynn, 213-486-
8263. For a menu of ARCO new releases or to retrieve a specific
release, visit our web site at http://www.arco.com on the
Internet.
