<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-71293
Prospectus Supplement to Prospectus dated April 8, 1999.
$1,000,000,000
[LOGO OF ATLANTIC RICHFIELD COMPANY APPEARS HERE]
ATLANTIC RICHFIELD COMPANY
$500,000,000 5.55% Notes due April 15, 2003
$500,000,000 5.90% Notes due April 15, 2009
----------------
ARCO will pay interest on the notes on April 15 and October 15 of each year.
The first payment of interest will be made on October 15, 1999. The notes will
be issued only in denominations of $1,000 and integral multiples of $1,000.
ARCO has the option to redeem all or a portion of the notes at any time at a
price based on the present value on the redemption date, using a discount rate
based on a U.S. Treasury security having a remaining life to maturity
comparable to the notes, of the then remaining scheduled payments of principal
and interest on the notes to be redeemed, plus 10 basis points for the notes
due 2003 and 15 basis points for the notes due 2009, plus accrued interest.
The redemption price will in no event be less than 100% of the principal
amount of the notes to be redeemed.
----------------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
----------------
<TABLE>
<CAPTION>
Per Note Per Note
Due 2003 Total Due 2009 Total
-------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Initial public offering price..... 99.871% $499,355,000 99.659% $498,295,000
Underwriting discount............. 0.500% $ 2,500,000 0.650% $ 3,250,000
Proceeds, before expenses, to
ARCO............................. 99.371% $496,855,000 99.009% $495,045,000
</TABLE>
The initial public offering prices set forth above do not include accrued
interest, if any. Interest on the notes will accrue from April 23, 1999 and
must be paid by the purchaser if the notes are delivered after April 23, 1999.
----------------
The underwriters expect to deliver the notes in book-entry form only through
the facilities of The Depository Trust Company against payment in New York,
New York on April 23, 1999.
Joint Book Running Managers:
Goldman, Sachs & Co. Salomon Smith Barney
Chase Securities Inc.
Credit Suisse First Boston
J.P. Morgan & Co.
NationsBanc Montgomery Securities LLC
Warburg Dillon Read LLC
----------------
Prospectus Supplement dated April 20, 1999.
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
S-2
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that ARCO filed
with the SEC utilizing a "shelf" registration process. ARCO has on file with the
SEC a prospectus dated April 8, 1999 that provides you with a general
description of the offered debt securities. This prospectus supplement contains
specific information about the terms of the offering of $1,000,000,000 of notes
offered hereby. This prospectus supplement adds, updates and changes information
contained in the prospectus. You should read the prospectus and this prospectus
supplement, together with additional information described below under the
heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
ARCO files annual, quarterly and special reports, proxy statements and other
information with the SEC. These SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document ARCO files at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows public companies to "incorporate by reference" the information
filed with the SEC, which permits companies to disclose important information to
investors and shareholders by referring them to those documents that a company
has incorporated by reference.
The information incorporated by reference is an important part of this
prospectus supplement, and information that ARCO files with the SEC after the
date of this prospectus supplement will automatically update and supersede
this information. ARCO incorporates by reference the following documents and
any future filings with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until ARCO sells all of the notes (ARCO's
file number with the SEC is No. 1-1196):
. Annual Report on Form 10-K for the year ended December 31, 1998, as amended
through March 17, 1999;
. Current Report on Form 8-K dated April 1, 1999 describing the merger
transaction between ARCO and BP Amoco.
The debt securities will be governed by the following indenture, which has
been filed as an exhibit to this registration statement (File No. 333-71293)
and is incorporated by reference in this prospectus supplement:
. Indenture dated as of May 15, 1985 between ARCO and The Chase Manhattan Bank
as trustee.
You may read and copy any of these documents using the Internet by accessing
our web site at http://www.arco.com.
You may also request a paper copy of these filings at no cost, by writing or
telephoning ARCO at the following address:
Felicia Werts
Securities Regulation Coordinator
Atlantic Richfield Company
333 South Hope Street
Los Angeles, California 90071
(Telephone: 213-486-1450).
You should rely only on the information incorporated by reference or provided
in this prospectus supplement and the prospectus. ARCO is not making an offer
of these notes and will not sell any notes in any state where the offer or sale
is not permitted. You should not assume that the information in the prospectus
or this prospectus supplement is accurate as of any date other than the date on
the front of those documents.
S-3
<PAGE>
FORWARD-LOOKING STATEMENTS
ARCO makes statements in this prospectus supplement and the documents
incorporated by reference that are considered forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934. Sometimes these statements will contain words such as "believes,"
"expects," "intends," "plans" and other similar words. These statements are not
guarantees of ARCO's future performance and are subject to risks, uncertainties
and other important factors that could cause our actual performance or
achievements to be materially different from those we may project. These risks,
uncertainties and factors include:
. Worldwide general economic, business and regulatory conditions
. The effect of crude oil and natural gas supply and demand on prices for these
commodities
. The effect of local political and economic conditions on ARCO's oil and gas
exploration, development and production projects throughout the world
. The effect of continued low crude oil prices on ARCO's ability to economically
produce its existing reserves
. ARCO's ability to realize before tax cost savings of $350 million in 1999 and
$500 million in 2000 as a result of its global cost reduction program and to
realize its proposed reductions in capital expenditures
. The ability of ARCO and BP Amoco to consummate the merger agreement dated as
of March 31, 1999.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. You should read the description found under the
caption "Safe Harbor for Forward--Looking Statements" in the 1998 10-K. These
forward-looking statements represent ARCO's estimates and assumptions only as
of the date of this prospectus supplement.
ABOUT ARCO
ARCO's corporate headquarters are located at:
333 South Hope Street
Los Angeles, California 90071
(213) 486-3511
ARCO began operations in 1866 as the Atlantic Petroleum Storage Company. In
1966 Richfield Oil Corporation was merged into the Company. Sinclair Oil
Corporation was merged into ARCO in 1969. ARCO acquired the Anaconda Company in
1977. ARCO became a Delaware corporation in 1985.
ARCO is a global oil and gas enterprise. Its upstream exploration and
production operations are focused in Alaska, the Gulf of Mexico (through its
82% owned subsidiary, Vastar Resources, Inc.), China, Indonesia, the United
Kingdom North Sea, Algeria and Venezuela. The Alaska oil production is
integrated with ARCO's refining and marketing operations in the Western United
States. These include a marine fleet, two refineries and branded consumer
marketing outlets in five Western states.
PROPOSED ACQUISITION OF ARCO BY BP AMOCO
On March 31, 1999, ARCO entered into an Agreement and Plan of Merger dated as
of March 31, 1999 with BP Amoco p.l.c., an English public limited company,
pursuant to which a subsidiary of BP Amoco will merge with ARCO on the terms and
subject to the conditions set forth in the merger agreement. Pursuant to the
merger agreement, each share of ARCO common stock will be converted into the
right to receive 0.82 BP Amoco American Depositary Shares (ADS) or, at the
holder's election, 4.92 BP Amoco ordinary shares. This would value ARCO at $26.8
billion, representing a premium of 26%, based on BP Amoco's closing price of
$100.44 per ADS on Friday, March 26, 1999. Based on the closing prices of BP
Amoco and ARCO on Wednesday, March 31, 1999, the premium is 13%.
S-4
<PAGE>
Pursuant to a Stock Option Agreement dated as of March 31, 1999, ARCO has
granted BP Amoco an option to acquire approximately 19.9% of ARCO's outstanding
common stock at a price of $82.82 per share (subject to adjustment), in the
event that the merger is terminated in circumstances entitling BP Amoco to
receive a break-up fee under the terms and provisions of the merger agreement.
The completion of the proposed merger between ARCO and BP Amoco depends upon
the satisfaction of a number of conditions, including the following:
(1) the approval of the proposed merger by ARCO's stockholders and BP
Amoco's shareholders;
(2) the accuracy, as of the time of completion of the merger, and subject
to a materiality test, of each of ARCO's and BP Amoco's respective
representations and warranties set forth in the merger agreement,
including the absence of any material adverse change applicable to such
party;
(3) there being no law or court order that prohibits the merger;
(4) clearance of the merger from U.S., U.K. and European Union antitrust
authorities; and
(5) receipt of all other requisite regulatory approvals.
Each of ARCO and BP Amoco have agreed to use best reasonable efforts to complete
the merger, including to gain clearance from antitrust authorities and obtain
other requisite regulatory approvals. For that purpose, the parties also have
agreed to accept any condition, term or restriction in connection with obtaining
antitrust clearance or any other regulatory consent unless such conditions,
terms and restrictions in aggregate would be reasonably likely to have a
material adverse effect on the total value of the U.S. operations of ARCO, BP
Amoco and their subsidiaries, taken together.
If the merger occurs, ARCO will become a wholly owned subsidiary of BP Amoco.
However, the notes will remain obligations of ARCO and will not necessarily be
assumed by BP Amoco. The covenants contained in the Indenture will not
substantially restrict BP Amoco's ability to manage the business and assets of
ARCO.
BP Amoco is the holding company of one of the world's largest petroleum and
petrochemicals groups. BP Amoco is a public company and files annual, quarterly
and special reports, proxy statements and other information with the SEC. These
filings are available to the public over the internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document BP Amoco files at
the SEC's public reference rooms in Washington D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.
ARCO and BP Amoco will send a proxy statement relating to the merger to their
stockholders later this year. The proxy statement will contain pro forma
financial information that describes the combined operations of the two
companies. The pro forma financial information will describe purchase accounting
and other adjustments and charges related to the merger.
There can be no assurance that the merger will take place, or that it will
take place on the terms described in this prospectus supplement.
You should refer to ARCO's Current Report on Form 8-K dated April 1, 1999 for
more information.
S-5
<PAGE>
USE OF PROCEEDS
ARCO was in a working capital deficit position of $3 billion at December 31,
1998 as a result of using short-term borrowings instead of issuing long-term
debt during 1997 and 1998. The net proceeds from the sale of the notes offered
hereby will be used for general corporate purposes, primarily for the
replacement of short-term debt with long-term debt. The proceeds may also be
used for capital expenditures, the retirement of maturing debt and other
corporate purposes. The issuance of the notes offered hereby will not
necessarily reduce or eliminate the working capital deficit. Depending on the
revenues earned and cash received during 1999 from the sale of assets, ARCO may
increase total indebtedness during the remainder of the year. The weighted
average interest rate on ARCO's $2.4 billion of short-term debt outstanding at
December 31, 1998 was 5.6%.
CAPITALIZATION
The following table sets forth the capitalization of ARCO and its consolidated
subsidiaries as of December 31, 1998, and as adjusted for the notes offered
hereby.
<TABLE>
<CAPTION>
Actual As Adjusted
------- -----------
(Millions of
dollars)
<S> <C> <C>
Obligations due within one year:
Notes payable............................................. $ 2,403 $ 2,403
Long-term debt due within one year........................ 399 399
------- -------
2,802 2,802
Long-term debt:
Notes and other........................................... 4,332 4,332
Notes due 2003 offered hereby............................. 500
Notes due 2009 offered hereby............................. 500
------- -------
Total notes payable and debt........................... 7,134 8,134
------- -------
Stockholders' equity:
Preference stocks......................................... 1 1
Common stock.............................................. 815 815
Capital in excess of par value of stock................... 863 863
Retained earnings......................................... 6,589 6,589
Treasury stock, at cost................................... (344) (344)
Equity adjustments........................................ (344) (344)
------- -------
Total stockholders' equity............................. 7,580 7,580
------- -------
Total capitalization................................... $14,714 $15,714
======= =======
</TABLE>
At December 31, 1998, ARCO and its consolidated subsidiaries had outstanding
notes payable and long-term debt due within one year aggregating approximately
$2.8 billion and cash, cash equivalents and short-term investments aggregating
approximately $.9 billion.
Notes and other long-term debt are stated at their principal amount.
S-6
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth selected financial information for ARCO:
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------
(Restated except for net income and 1998(1) 1997(2) 1996 1995(3) 1994(4)
cash dividends) ------- ------- ------- ------- -------
(Millions except per share amounts)
<S> <C> <C> <C> <C> <C>
Sales and other operating revenues... $10,303 $14,340 $14,094 $10,995 $11,132
Income (loss) from continuing
operations.......................... (655) 1,331 1,261 685 514
Earnings (loss) per share from
continuing operations (basic)(5).... (2.05) 4.14 3.92 4.27 2.85
Earnings (loss) per share from
continuing operations
(diluted)(5)(6)..................... (2.05) 4.07 3.86 4.22 2.81
Net income........................... 452 1,771 1,663 1,376 919
Cash dividends per common share(5)... 2.85 2.825 2.75 2.80 2.75
Total assets......................... 25,199 22,425 22,703 20,934 21,415
Long-term debt and capital lease
obligations......................... 4,332 3,619 4,745 5,813 6,293
</TABLE>
- ---------
(1) Includes $925 million after tax impairment of oil and gas properties and
$172 million of after-tax charges primarily for the costs of eliminating
over 1,200 positions in exploration and production support operations and
corporate headquarters.
(2) Includes $118 million after tax extraordinary loss on extinguishment of
debt and a $40 million after-tax charge for personnel reductions in
refining and marketing and corporate headquarters.
(3) Dividends include a $0.05 per share redemption payment for Common Stock
purchase rights.
(4) Includes after-tax gain of $273 million from issuance of stock by Vastar
Resources, Inc. and a $210 million after-tax charge for the costs
associated with the elimination of approximately 2,400 positions company
wide.
(5) Restated for the effect of 100% stock dividend issued June 13, 1997.
(6) No dilution assumed for 1998 due to antidilutive effect on loss from
continuing operations.
ARCO cautions against projecting any future results based on present or past
earnings levels because of economic uncertainties, the impact of potential
government actions, and other factors summarized under the caption "Forward-
Looking Statements."
S-7
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the notes offered hereby
(referred to in the accompanying prospectus as the "debt securities") supple-
ments, and to the extent inconsistent, replaces, the description of the provi-
sions common to all series of debt securities contained in the accompanying
prospectus.
NOTES DUE 2003
<TABLE>
<C> <S>
Aggregate Principal Amount..... $500,000,000
Minimum Denomination........... $1,000
Interest Rate.................. 5.55%
Maturity Date.................. April 15, 2003
Interest Payment Dates......... April 15 and October 15, commencing October
15, 1999
Interest Accrual Date.......... April 23, 1999
Redemption..................... ARCO may redeem the notes on a make-whole
basis; you can find details under the caption
"Optional Redemption" below
Trustee........................ The Chase Manhattan Bank
Indenture...................... Dated as of May 15, 1985
Depositary..................... The Depository Trust Company of New York
NOTES DUE 2009
Aggregate Principal Amount..... $500,000,000
Minimum Denomination........... $1,000
Interest Rate.................. 5.90%
Maturity Date.................. April 15, 2009
Interest Payment Dates......... April 15 and October 15, commencing October
15, 1999
Interest Accrual Date.......... April 23, 1999
Redemption..................... ARCO may redeem the notes on a make-whole
basis; you can find details under the caption
"Optional Redemption" below
Trustee........................ The Chase Manhattan Bank
Indenture...................... Dated as of May 15, 1985
Depositary..................... The Depository Trust Company of New York
</TABLE>
S-8
<PAGE>
OPTIONAL REDEMPTION
The notes will be redeemable, in whole or in part at ARCO's option at any time
at a redemption price equal to the greater of (i) 100% of the principal amount
of such notes or (ii) as determined by the Quotation Agent, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 10 basis points for the notes due 2003 and 15 basis points
for the notes due 2009, plus, in each case, accrued interest thereon to the
date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by the Quotation Agent as having a maturity comparable to the remaining term of
the notes that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date, the
average of the Reference Treasury Dealer Quotations for such redemption date.
"Quotation Agent" means the Reference Treasury Dealer appointed by the Trustee
after consultation with ARCO.
"Reference Treasury Dealer" means (i) Goldman, Sachs & Co. or its successor;
provided, however, that if the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury Dealer; and/or
(ii) any other Primary Treasury Dealer selected by the Trustee after
consultation with ARCO.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the notes to be redeemed.
Unless ARCO defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.
S-9
<PAGE>
UNDERWRITING
ARCO and the underwriters for the offering named below have entered into an
underwriting agreement with respect to the notes due 2003 and the notes due
2009. Subject to certain conditions, each underwriter has severally agreed to
purchase the number of notes due 2003 and the number of notes due 2009 indi-
cated in the following table.
<TABLE>
<CAPTION>
Principal
Amount of
Notes
Underwriters due 2003
- ------------ ------------
<S> <C>
Goldman, Sachs & Co................................................ $250,000,000
Salomon Smith Barney Inc. ......................................... 150,000,000
Chase Securities Inc. ............................................. 20,000,000
Credit Suisse First Boston Corporation............................. 20,000,000
J.P. Morgan Securities Inc. ....................................... 20,000,000
NationsBanc Montgomery Securities LLC.............................. 20,000,000
Warburg Dillon Read LLC............................................ 20,000,000
------------
Total............................................................ $500,000,000
============
</TABLE>
<TABLE>
<CAPTION>
Principal
Amount of
Notes
Underwriters due 2009
- ------------ ------------
<S> <C>
Goldman, Sachs & Co................................................ $250,000,000
Salomon Smith Barney Inc. ......................................... 150,000,000
Chase Securities Inc. ............................................. 20,000,000
Credit Suisse First Boston Corporation............................. 20,000,000
J.P. Morgan Securities Inc. ....................................... 20,000,000
NationsBanc Montgomery Securities LLC.............................. 20,000,000
Warburg Dillon Read LLC............................................ 20,000,000
------------
Total............................................................ $500,000,000
============
</TABLE>
Notes sold by the underwriters to the public will initially be offered at the
initial public offering prices set forth on the cover of this prospectus sup-
plement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.30% of the
principal amount of the notes due 2003 and 0.40% of the principal amount of
the notes due 2009. Any such securities dealers may resell any notes purchased
from the underwriters to certain other brokers or dealers at a discount from
the initial public offering price of up to 0.25% of the principal amount of
the notes due 2003 and up to 0.25% of the principal amount of the notes due
2009. If all the notes are not sold at the initial offering prices, the under-
writers may change the offering prices and the other selling terms.
The notes are new issues of securities with no established trading market.
ARCO has been advised by the underwriters that the underwriters intend to make
a market in the notes but are not obligated to do so and may discontinue mar-
ket making at any time without notice. No assurance can be given as to the li-
quidity of the trading market for the notes.
In connection with the offerings, the underwriters may purchase and sell notes
in the open market. These transactions may include short sales, stabilizing
transactions and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriters of a greater number of notes than
they are required to purchase in the offering. Stabilizing transactions con-
sist of certain bids or purchases made for the purpose of preventing or re-
tarding a decline in the market price of the notes while the offering is in
progress.
The underwriters also may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased notes sold by or
for the account of such underwriter in stabilizing or short covering transac-
tions.
These activities by the underwriters may stabilize, maintain or otherwise af-
fect the market prices of the notes. As a result, the prices of the notes may
be higher than the prices that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued by the
S-10
<PAGE>
underwriters at any time. These transactions may be effected in the over-the-
counter market or otherwise.
ARCO estimates that its share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $1,000,000.
ARCO has agreed to indemnify the several underwriters against certain liabili-
ties, including liabilities under the Securities Act of 1933.
P. D. Sutherland, Chairman of Goldman Sachs International, is Non-executive Co-
chairman of BP Amoco. Sir John Browne, an Executive Director and Group Chief
Executive of BP Amoco, is expected to become a director of Goldman Sachs Group,
Inc. following its initial public offering. H. Laurence Fuller, Co-chairman of
BP Amoco, is a director of The Chase Manhattan Corporation and The Chase
Manhattan Bank, which are affiliates of Chase Securities Inc.
Certain of the underwriters or their affiliates engage in various general
financing and banking transactions with ARCO and its affiliates.
LEGAL OPINION
The legality of the notes offered hereby will be passed upon for the
underwriters by Cravath, Swaine & Moore, New York, New York. Cravath represents
ARCO from time to time and currently represents ARCO in connection with ARCO's
merger with a wholly owned subsidiary of BP Amoco.
S-11
<PAGE>
PROSPECTUS
[LOGO OF ATLANTIC RICHFIELD COMPANY]
Atlantic Richfield Company
Debt Securities
<TABLE>
<S> <C>
ARCO may periodically issue debt . represented by certificates or
securities on terms determined by in book-entry form; and
market conditions at the time of
sale. The debt securities will be . subject to redemption, exchange
general unsecured obligations of or conversion rights by the
ARCO. ARCO may issue debt securities holder or ARCO.
in one or more series:
. in various amounts up to The debt securities may be sold:
$1,500,000,000;
. directly by ARCO;
. with various maturity dates and
interest payment dates; . through agents selected by
ARCO, or
. at fixed, market or negotiated
prices; . through underwriters acting
alone or as part of an
. at par value, at a premium to underwriting syndicate.
par or with an original issue
discount;
. for U.S. dollars or foreign
currencies;
</TABLE>
This prospectus may be used to offer and sell debt securities only if
accompanied by a prospectus supplement.
The prospectus supplement will include the specific terms of the offering,
the names of the agents and underwriters, if any, the amount they are to
be paid and the amount of net proceeds to ARCO.
Prospective buyers should read the section captioned "Forward-Looking
Statements on page 3.
These securities have not been approved by the SEC or any state securities
commission, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is April 8, 1999.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that ARCO has filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, ARCO may
sell any combination of the debt securities described in this prospectus in one
or more offerings up to a total dollar amount of $1,500,000,000. This prospectus
provides you with a general description of the debt securities ARCO may offer.
Each time ARCO sells securities, ARCO will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and any prospectus supplement,
together with additional information described under the heading "Where You Can
Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
ARCO files annual, quarterly and special reports, proxy statements and other
information with the SEC. These SEC filings are available to the public over
the internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document ARCO files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows public companies to "incorporate by reference" the information
filed with the SEC, which permits companies to disclose important information
to investors and shareholders by referring them to those documents that a
company has incorporated by reference.
The information incorporated by reference is an important part of this
prospectus, and information that ARCO files with the SEC after the date of this
prospectus will automatically update and supersede this information. ARCO
incorporates by reference the following documents and any future filings with
the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until ARCO sells all $1,500,000,000 of the debt securities (ARCO's file
number with the SEC is No. 1-1196):
. Annual Report on Form 10-K for the year ended December 31, 1998, as amended
through March 17, 1999.
. Current Report on Form 8-K dated April 1, 1999, describing the merger
transaction between ARCO and BP Amoco.
The debt securities will be governed by one of two almost identical indentures.
The specific indenture will be identified in the prospectus supplement. Both
indentures are filed as exhibits to this registration statement (File No. 333-
71293) and incorporated by reference in this prospectus:
. Indenture dated as of May 15, 1985 between ARCO and The Chase Manhattan
Bank, as trustee.
. Indenture dated as of January 1, 1992 between ARCO and The Bank of New York,
as trustee.
You may read and copy these documents using the internet by accessing our web
site at http://www.arco.com.
You may also request a paper copy of these filings at no cost, by writing or
telephoning ARCO at the following address:
Felicia Werts
Securities Regulation Coordinator
Atlantic Richfield Company
333 South Hope Street
Los Angeles, California 90071
(Telephone: 213-486-1450).
You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. ARCO is not making an offer
of these debt securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of
those documents.
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<PAGE>
FORWARD-LOOKING STATEMENTS
ARCO makes statements in this prospectus and the documents incorporated by
reference that are considered forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Sometimes
these statements will contain words such as "believes," "expects," "intends,"
"plans" and other similar words. These statements are not guarantees of ARCO's
future performance and are subject to risks, uncertainties and other important
factors that could cause our actual performance or achievements to be
materially different from those we may project. These risks, uncertainties and
factors include:
. Worldwide general economic, business and regulatory conditions
. The effect of crude oil and natural gas supply and demand on prices for
these commodities
. The effect of local political and economic conditions on ARCO's oil and
gas exploration, development and production projects throughout the
world
. The effect of continued low crude oil prices on ARCO's ability to
economically produce its existing reserves
. ARCO's ability to realize before tax cost savings of $350 million in
1999 and $500 million in 2000 as a result of its global cost reduction
program and to realize its proposed reductions in capital expenditures
. The ability of ARCO and BP Amoco to consummate the merger agreement dated
as of March 31, 1999.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. You should read the description found under the
caption "Safe Harbor for Forward-Looking Statements" in the 1998 10-K. These
forward-looking statements represent ARCO's estimates and assumptions only as
of the date of this prospectus.
ABOUT ARCO
ARCO's corporate headquarters are located at:
333 South Hope Street
Los Angeles, California 90071
(213) 486-3511
ARCO began operations in 1866 as the Atlantic Petroleum Storage Company. In
1966 Richfield Oil Corporation was merged into the Company. Sinclair Oil
Corporation was merged into ARCO in 1969. ARCO acquired the Anaconda Company in
1977. ARCO became a Delaware corporation in 1985.
ARCO is a global oil and gas enterprise. Its upstream exploration and
production operations are focused in Alaska, the Gulf of Mexico (through its
82% owned subsidiary, Vastar Resources, Inc.), China, Indonesia, the United
Kingdom North Sea, North Africa and Northern South America. The Alaska oil
production is integrated with ARCO's refining and marketing operations in the
Western United States. These include a marine fleet, two refineries and branded
consumer marketing outlets located primarily in six Western states.
On April 1, 1999, ARCO and BP Amoco announced that each of their Boards of
Directors had signed a definitive merger agreement dated as of March 31, 1999.
If the merger is consummated, ARCO will effectively become a wholly-owned
subsidiary of BP Amoco. The completion of the merger is subject to shareholder
approval of both companies and various regulatory and governmental approvals.
USE OF PROCEEDS
ARCO was in a working capital deficit position of $3 billion at December 31,
1998 as a result of using short-term borrowings instead of issuing long-term
debt during 1997 and 1998. The net proceeds from the sale of the debt
securities will be used for general corporate purposes, primarily for the
replacement of short-term debt with long-term debt. The proceeds may also be
used for
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<PAGE>
capital expenditures, the scheduled retirement of long-term debt, and other
corporate purposes. The issuance of long-term debt under this prospectus will
not necessarily reduce or eliminate the working capital deficit. Depending on
the revenues earned and cash received during 1999 from the sale of assets,
ARCO may increase total indebtedness during the remainder of the year. For
current information on ARCO's commercial paper balances and average interest
rate, see our most recent Form 10-K. See "Where You Can Find More Information."
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the five years ended December 31,
1998:
Year ended December 31,
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<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
(1.35)(a) 4.29 4.27 2.42 1.94
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings
(deficit) by fixed charges. For this purpose, earnings include income from
continuing operations before income taxes, minority interest and fixed
charges. Fixed charges include interest, amortization of debt expense and the
estimated interest component of rentals.
- ---------
(a) In 1998, the negative ratio indicates a less than one-to-one earnings
coverage of fixed charges. Fixed charges of $599 million combined with an
earnings deficit of $809 million per the ratio of earnings to fixed charges
calculation resulted in a $1.4 billion deficiency in a one-to-one earnings
coverage of fixed charges in 1998. The deficiency includes a before tax net
charge of approximately $1.35 billion for asset writedowns, restructuring costs
and a tax refund in the fourth quarter of 1998.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be issued under one of two almost identical indentures:
. Indenture dated as of May 15, 1985 between ARCO and The Chase Manhattan
Bank, as trustee; or
. Indenture dated as of January 1, 1992 between ARCO and The Bank of New York,
as trustee.
The following description of the debt securities sets forth certain general
terms and provisions of the debt securities to which this prospectus and any
prospectus supplement may relate. The particular terms of any series of debt
securities and the extent to which the general provisions may apply to a
particular series of debt securities will be described in a prospectus
supplement relating to that series.
ARCO has summarized selected provisions of the indentures below. The summary is
not complete. The indentures have been filed as exhibits to this registration
statement and you should read the indentures for provisions that may be
important to you.
Because we have included only a summary of the indenture terms, you must read
the indenture in full to understand every detail of the terms of the debt
securities. If you would like to read the entire indenture, see "Where You Can
Find More Information."
General
The indenture does not limit the aggregate principal amount of debt securities
that ARCO can issue. The indenture provides for the issuance of debt securities
in one or more series, in an aggregate principal
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<PAGE>
amount authorized by the board of directors prior to issuance. All securities
issued under the indenture will be general unsecured obligations of ARCO and
will rank equally with all of ARCO's other unsecured and unsubordinated
outstanding indebtedness. The indenture does not limit the amount of other
unsecured indebtedness or securities that ARCO may issue.
Unless otherwise indicated in a prospectus supplement, the debt securities will
not benefit from any covenant or other provision that would afford holders
special protection in the event of a highly leveraged transaction involving
ARCO, except for any protection provided by the provisions described below under
"Limitation on Liens" and "Limitations on Sale and Leaseback Transactions." No
service charge will be made for any registration of transfer or exchange of the
debt securities, but ARCO may require the holder to pay any applicable tax or
other governmental charge.
Prospectus Supplement
Each prospectus supplement will identify the indenture and the trustee for
that particular series of debt securities. The terms "trustee" and "indenture"
are used in this prospectus to refer to the particular trustee and indenture
identified in the prospectus supplement for each series of debt securities.
Each prospectus supplement will include some or all of the following specific
terms:
. the designation of such debt securities;
. any limit upon the aggregate principal amount and currency or currency unit
of such debt securities;
. the denominations in which such debt securities are authorized to be issued
if other than $1,000;
. the percentage of their principal amount at which such debt securities will
be issued;
. the date on which such debt securities will mature;
. if the debt securities are to bear interest, the rate per annum at which
such debt securities will bear interest (or the method by which such rate
will be determined);
. the times at which such interest, if any, will be payable or the manner of
determining the same;
. the date, if any, after which such debt securities may be redeemed or
purchased and the redemption or purchase price;
. the sinking fund requirements, if any;
. special United States federal income tax considerations, if any;
. information with respect to registration, transfer and exchange and payment
of certificates issued in certificate form, if applicable;
. the manner in which the amount of any payments of principal and interest on
the debt securities determined by reference to an index are determined; and
. any other terms of the debt securities not inconsistent with the indenture.
The prospectus supplement may contain information with respect to additional
covenants that may be included in the terms of a series of debt securities.
Limitation on liens
The indenture provides that, so long as any debt securities issued under the
indenture are outstanding, ARCO will not permit any of its outstanding
indebtedness to be secured by a lien on its Restricted Property unless the debt
securities are also secured. Nor will ARCO permit any of its Restricted
Subsidiaries to do the same. This restriction will not apply to:
(1) Liens affecting property of a business existing at the time it is acquired
or at the time it is merged into or consolidated with ARCO or a subsidiary;
(2) Liens on property existing at the time of acquisition of that property or
incurred to secure payment of the purchase price or to secure indebtedness
incurred prior to, at the time of, or within
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<PAGE>
24 months after the acquisition of that property for the purpose of
financing all or part of the purchase price;
(3) Liens on property to secure all or part of the cost of exploration, drilling
or development of the property or all or part of the cost of improving any
property or liens to secure indebtedness to provide funds for any such
activities;
(4) Liens that secure only indebtedness owing by a subsidiary of ARCO to ARCO
or to another subsidiary of ARCO;
(5) Liens to secure indebtedness incurred in connection with pollution control
or abatement facilities or other forms of industrial revenue bond financing
and liens to government entities; and
(6) any extension, renewal or replacement of any lien referred to in clauses
(1) through (5) above.
ARCO and any one or more of its Restricted Subsidiaries may, without securing
the debt securities, issue, assume or guarantee indebtedness secured by a lien
which would otherwise be subject to the lien restrictions. The aggregate
principal amount of this indebtedness, together with all other indebtedness of
ARCO and its Restricted Subsidiaries, may not exceed 10% of consolidated net
tangible assets of ARCO and its consolidated subsidiaries. Under the indenture,
the following types of transactions will not be deemed to create indebtedness
secured by liens:
(1) the sale or other transfer of oil, gas or other minerals in place for a
period of time until, or in an amount such that, the transferee will realize
a specified amount of money or such minerals, or the sale or other transfer
of any other interest in property of the character commonly referred to as a
production payment; and
(2) Liens required by any contract or statute in order to permit ARCO or a
subsidiary of ARCO to perform any contract or subcontract made by it with
or at the request of the United States, any state or any department,
agency or instrumentality of either.
The term "indebtedness" of a person means all indebtedness, whether or not
represented by bonds, debentures, notes or other securities, created or
assumed by that person for the repayment of money borrowed and all payment
obligations of that person as lessee under capital leases. Under the indenture,
all indebtedness upon which a person customarily pays interest, if secured by a
lien upon property owned by ARCO or any subsidiary of ARCO, will be deemed to be
indebtedness of such person, although such person has not assumed or become
liable for the payment of such indebtedness. All indebtedness of others
guaranteed as to payment of principal by any person or in effect guaranteed by
that person through a contingent agreement to purchase such indebtedness will
also be deemed to be indebtedness of that person. Indebtedness of a person will
not include amounts payable out of all or a portion of the oil, gas, natural
gas, carbon dioxide, sulphur, helium, coal, metals, minerals, steam, timber or
other natural resources produced, derived or extracted from properties owned or
developed by that person.
The indenture defines the term "consolidated net tangible assets" as the total
amount of assets of ARCO and its subsidiaries on a consolidated basis after
deducting:
(1) all current liabilities (excluding any which are, by their terms, extendible
or renewable at the option of ARCO or its subsidiaries to a time more than
12 months after the determination date); and
(2) all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangible assets.
The indenture defines the term "subsidiary" of ARCO as a corporation more than
50% of the outstanding voting stock of which is owned, directly or indirectly,
by ARCO, by one or more other subsidiaries, or by ARCO together with one or
more other subsidiaries. For the purposes of this definition, "voting stock"
means stock which ordinarily
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<PAGE>
has voting power for the election of directors, whether or not any other class
of stock has such voting power by reason of any contingency.
The term "Restricted Property" means any of ARCO's or its subsidiary's oil or
gas producing properties or refining or manufacturing plants located in the
continental United States, unless the board of directors determines that a
particular facility is not a principal plant and any shares of capital stock or
indebtedness of a Restricted Subsidiary.
The term "Restricted Subsidiary" means any subsidiary which owns Restricted
Property unless substantially all such subsidiary's physical properties are
located outside the continental United States.
The indenture also provides that if, following
. a consolidation or merger of ARCO with or into another corporation, or
. a sale or conveyance of all or substantially all of the property of ARCO
or of a Restricted Subsidiary to any other corporation
any of the property of ARCO or of a Restricted Subsidiary would become subject
to any lien, then ARCO will first secure the debt securities with a lien equally
and ratably with any other obligations of ARCO or the Restricted Subsidiary
entitled to be secured.
Limitation on Sale and Leaseback
ARCO agrees that neither it nor any Restricted Subsidiary will enter into any
sale and leaseback transaction with respect to any Restricted Property with any
person (other than ARCO or a subsidiary) unless either of the two following
conditions is met:
. ARCO or such Restricted Subsidiary would be entitled to incur debt in a
principal amount at least equal to the value of the sale and leaseback
transaction secured by a lien on the property to be leased without securing
the debt securities; or
. ARCO pays off funded debt in an amount equal to the value of the sale and
leaseback transaction within four months of the transaction.
Events of Default
Unless a particular series of debt securities provides otherwise, the following
are events of default that apply to the series of debt securities described in
the prospectus supplement:
(1) failure to pay principal of (or premium, if any, on) any debt security of
that series when due;
(2) failure to pay any interest on any debt security of that series when due,
continued for 30 days;
(3) failure to deposit any sinking fund payment, when due, in respect of the
debt securities of that series, continued for 30 days;
(4) failure to perform other covenants of ARCO in the indenture, continued for
90 days after written notice;
(5) certain events of bankruptcy, insolvency or reorganization; and
(6) any other event of default that may be specified with respect to the debt
securities of that series.
If an event of default occurs with respect to any outstanding series of debt
securities as described in clause (1), (2), (3) or (6) above, the principal
amount of all outstanding debt securities of that particular series may be
declared due and payable immediately by either:
(A) the trustee; or
(B) the holders of at least 25% in principal amount of that series.
If an event of default occurs as described in clauses (4) or (5) above, the
principal amount of all outstanding debt securities may be declared due and
payable immediately by either:
(A) the trustee; or
7
<PAGE>
(B) the holders of at least 25% in principal amount of all outstanding debt
securities under the indenture.
At any time after a declaration of acceleration with respect to a series of debt
securities has been made, the holders of a majority in principal amount of the
outstanding debt securities of the series may, except in the case of an event of
default described in clauses (1) and (2) above, waive such acceleration. This
waiver must be made before a judgment or decree for payment of the debt
securities has been obtained.
There are no cross-default provisions applicable to any indebtedness outstanding
under the indentures. Depending on the terms of certain other indebtedness of
ARCO, such as bank indebtedness, that may be outstanding from time to time, an
event of default under the indenture may give rise to cross-defaults on other
indebtedness of ARCO.
The indenture requires ARCO to file annually with the trustee an officers'
certificate as to the absence of certain defaults under the terms of the
indenture. The trustee must notify holders of any default in payment of
principal or interest.
The trustee is under no obligation to exercise any of its rights under the
indenture at the direction of the holders of the debt securities unless such
holders shall have offered to the trustee reasonable indemnity. Subject to such
provisions for indemnification, the holders of a majority in principal amount of
the outstanding debt securities of the particular series affected have the right
to direct the proceeding for any remedy available to the trustee.
Modification
Modifications and amendments of the indenture may be made by ARCO and the
trustee with the consent of the holders of a majority in principal amount of the
outstanding debt securities under the indenture affected by such change.
However, without the consent of each holder affected by such change, no
modification or amendment may:
(1) extend the fixed maturity date of the principal of, or any installment of
interest on, any debt security;
(2) reduce the principal amount of, or the premium, if any, or interest on, any
debt security;
(3) change the currency, currencies or currency unit or units in which the
principal of, or premium, if any, or interest on, any debt security is to
be paid; or
(4) reduce the percentage in principal amount of outstanding debt securities
required to consent to a modification or amendment of the indenture or to a
waiver of compliance with certain provisions of the indenture or to a
waiver of certain defaults.
Consolidation, Merger and Sale of Assets
ARCO, without the consent of any holders of outstanding debt securities, may
consolidate with or merge into, or sell or convey its assets substantially as
an entirety to, any other corporation, provided that:
(1) the person formed by such consolidation or into which ARCO is merged or
which acquires such assets of ARCO expressly assumes by supplemental
indenture ARCO's obligations on the debt securities and under the indenture;
and
(2) other conditions described in the indenture are met.
Upon compliance with these provisions, ARCO will be relieved of its obligations
under the indenture and the debt securities.
Book-Entry Debt Securities -- Registration, Transfer, Exchange and Payment
ARCO intends to issue each series of debt securities in "book-entry" form,
represented by one or more global certificates registered
8
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in the name of The Depositary Trust Company, New York, New York (DTC), or its
nominee. However, ARCO reserves the right to issue debt securities in
certificate form registered in the names of the holders of the debt securities.
Ownership of beneficial interests in the global certificates representing the
particular series of debt securities will be limited to persons who have
accounts with DTC (participants), or persons that may hold interests through
participants. DTC will keep on its computerized book-entry and transfer system a
record of the principal amounts of debt securities held in the accounts of the
participants. Participants, in turn, will keep records of the interests of their
clients who have purchased debt securities through them. Beneficial interests in
the global certificates may be shown only on, and may be transferred only
through, records maintained by DTC and its participants. The laws of some states
require that certain purchasers of securities take delivery of such securities
only in certificate form. Such laws may limit the ability of holders of
beneficial interests in the global certificates to transfer those interests to
certain persons who might otherwise wish to purchase those interests.
DTC has provided us the following information: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants deposit with DTC. DTC also records the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through computerized records for participant's
accounts. This eliminates the need to exchange certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a participant.
The rules that apply to DTC and its participants are on file with the SEC.
DTC is owned by a number of its participants and by the New York Stock Exchange,
Inc., The American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc.
Payments of interest and principal will be made to DTC, who in turn will credit
payment to the accounts of its participants. It is DTC's current practice, upon
receipt of any payment of principal or interest, to credit participants'
accounts on the payment date according to their respective holdings of
beneficial interests in the global certificates as shown on DTC's records. In
addition, it is DTC's current practice to assign any consenting or voting rights
to participants whose accounts are credited with certificates on a record date,
by using an omnibus proxy. Payments by participants to holders of beneficial
interests in the global certificates, and voting by participants, will be
governed by the customary practices between the participants and holders of
beneficial interests, as is the case with securities held for the account of
customers registered in "street name."
ARCO and the trustee and the paying agent will treat DTC as the sole owner of
the global certificates for all purposes. Accordingly, ARCO, the trustee, and
any paying agent will have no responsibility or liability:
. for the records relating to beneficial ownership interests in the global
certificates; or
. for the payments of principal and interest due for the accounts of beneficial
holders of interests in the global certificates.
Unless ARCO decides to issue the debt securities in certificate form, the global
certificates representing a series of debt securities may not be transferred.
However, a global certificate may be transferred by DTC to its nominees or
successors.
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A series of debt securities represented by global certificates will be
exchangeable for debt securities in certificate form with the same terms in
authorized denominations only if:
. DTC notifies ARCO that it is unwilling or unable to continue as depositary or
if DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by ARCO within 90 days; or
. ARCO decides not to require all of the debt securities of a series to be
represented by global certificates and notifies the trustee of that decision.
ARCO has obtained the foregoing information concerning DTC and DTC's book-entry
system from DTC and other sources it believes reliable, but takes no
responsibility for the accuracy of this information.
Concerning the Trustee
The indenture contains certain limitations on the right of the trustee, as a
creditor of ARCO, to obtain payment of claims and to realize on certain property
received with respect to such claims, as security or otherwise. The trustee is
permitted to engage in other transactions, except that, if it acquires any
conflicting interest, it must eliminate that conflict or resign. Each of The
Chase Manhattan Bank, trustee under the 1985 Indenture, and The Bank of New
York, trustee under the 1992 Indenture, also acts as trustee under other
outstanding series of debt securities of ARCO and extends credit to ARCO and its
subsidiaries in the ordinary course of business.
PLAN OF DISTRIBUTION
ARCO may sell the debt securities:
(1) through underwriters or dealers,
(2) directly to a limited number of institutional purchasers or to a single
purchaser, or
(3) through agents.
The prospectus supplement with respect to a series of debt securities will set
forth the terms of the offered debt securities, including the name or names of
any underwriters, the purchase price, the proceeds to ARCO, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which the debt securities may
be listed.
If underwriters are used in the sale, the debt securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Unless
otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the debt securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
debt securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Debt securities may be sold directly by ARCO or through agents designated by
ARCO from time to time. Any agent involved in the offer or sale of debt
securities in respect of which this prospectus is delivered will be named, and
any commissions payable by ARCO to such agent will be set forth, in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the prospectus supplement, ARCO will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase debt securities from ARCO at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
10
<PAGE>
subject only to those conditions set forth in the prospectus supplement and the
prospectus supplement will set forth the commission payable for solicitation of
such contracts.
Underwriters and agents may be entitled under agreements entered into with ARCO
to indemnification by ARCO against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for ARCO in the ordinary course of business.
EXPERTS
PricewaterhouseCoopers LLP, formerly known as Coopers & Lybrand L.L.P.,
independent accountants, audited ARCO's consolidated financial statements which
are incorporated by reference in this prospectus in reliance on the authority of
PricewaterhouseCoopers LLP, as experts in accounting and auditing.
LEGAL OPINION
The legality of debt securities offered hereby will be passed upon for ARCO by
Diane A. Ward, Esq., Counsel -- Securities and Finance of Atlantic Richfield
Company, 333 South Hope Street, Los Angeles, California 90071. As of December
31, 1998, Ms. Ward owned directly or indirectly approximately 1,834 shares of
Common Stock of ARCO and owned directly options to purchase 900 shares of such
stock.
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
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<S> <C>
About This Prospectus Supplement........................................... S-3
Where You Can Find More Information........................................ S-3
Forward-Looking Statements................................................. S-4
About ARCO................................................................. S-4
Proposed Acquisition of ARCO by BP Amoco................................... S-4
Use of Proceeds............................................................ S-6
Capitalization............................................................. S-6
Selected Financial Data.................................................... S-7
Description of Notes....................................................... S-8
Optional Redemption........................................................ S-9
Underwriting............................................................... S-10
Legal Opinion.............................................................. S-11
Prospectus
About This Prospectus...................................................... 2
Where You Can Find More Information........................................ 2
Forward-Looking Statements................................................. 3
About ARCO................................................................. 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 10
Experts.................................................................... 11
Legal Opinion.............................................................. 11
</TABLE>
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$1,000,000,000
[LOGO OF ATLANTIC RICHFIELD COMPANY]
Atlantic Richfield Company
$500,000,000 5.55% Notes due April 15, 2003
$500,000,000 5.90% Notes due April 15, 2009
---------------
PROSPECTUS SUPPLEMENT
---------------
Goldman, Sachs & Co.
Salomon Smith Barney
Chase Securities Inc.
Credit Suisse First Boston
J.P. Morgan & Co.
NationsBanc Montgomery Securities LLC
Warburg Dillon Read LLC
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