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As filed with the Securities and Exchange Commission on March 17, 1999 and
declared effective on , 1999.
Registration No. 333-71293
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
to
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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Atlantic Richfield Company
(Exact name of registrant as specified in its charter)
Delaware 23-0371610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 South Flower Street
Los Angeles, California 90071
213-486-3511
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
BRUCE G. WHITMORE, Esq.
Corporate Secretary
Atlantic Richfield Company
515 South Flower Street
Los Angeles, California 90071
213-486-1774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Communications to:
DIANE A. WARD, Esq.
Counsel -- Securities & Finance
Atlantic Richfield Company
515 South Flower Street
Los Angeles, California 90071
213-486-2808
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on the 16th day of
March, 1999.
ATLANTIC RICHFIELD COMPANY
By: * MICHAEL E. WILEY
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Michael E. Wiley
President and Chief
Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* MIKE R. BOWLIN Chairman of the Board,
___________________________________________ Chief Executive Officer
Mike R. Bowlin and Director
Principal executive officer
* MARIE L. KNOWLES Executive Vice President
___________________________________________ and Chief Financial
Marie L. Knowles Officer
Principal financial officer
* FRANK D. BOREN Director
___________________________________________
Frank D. Boren
* JOHN GAVIN Director March 16, 1999
___________________________________________
John Gavin
* KENT KRESA Director
___________________________________________
Kent Kresa
* ARNOLD G. LANGBO Director
___________________________________________
Arnold G. Langbo
* DAVID T. McLAUGHLIN Director
___________________________________________
David T. McLaughlin
* JOHN B. SLAUGHTER Director
___________________________________________
John B. Slaughter
</TABLE>
II-7
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* GARY L. TOOKER Director
___________________________________________
Gary L. Tooker
* HENRY WENDT Director
___________________________________________
Henry Wendt
* GAYLE E. WILSON Director March 16, 1999
___________________________________________
Gayle E. Wilson
/s/ ALLAN L. COMSTOCK Vice President and
___________________________________________ Controller
Allan L. Comstock
Principal accounting officer
* By /s/ ALLAN L. COMSTOCK
---------------------------------
Allan L. Comstock
(Attorney in fact)
</TABLE>
II-8
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Atlantic Richfield Company (the "Company") on Form S-3 (File No. 333-71293) of
our report dated February 12, 1998, on our audits of the consolidated
financial statements and related financial statement schedule of Atlantic
Richfield Company as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998 included in the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1998. We also consent to
the reference to our firm under the caption "Experts" in the prospectus
forming a part of this registration statement.
PricewaterhouseCoopers LLP
Los Angeles, California
March 16, 1999
