<PAGE>
As filed with the Securities and Exchange Commission on March 19, 1999 and
declared effective on , 1999.
Registration No. 333-71293
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
PRE-EFFECTIVE AMENDMENT NO. 4
to
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
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
---------------
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.
---------------
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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- -------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
SEC registration fee............................................. $417,000
Rating Agency Fees............................................... 300,000*
Fees and expenses of the Trustee................................. 50,000*
Printing and engraving expenses.................................. 100,000*
Accounting fees.................................................. 70,000*
Qualification under state securities laws........................ 15,000*
Miscellaneous.................................................... 5,000*
--------
$957,000
========
</TABLE>
- --------
* Estimated and subject to future contingencies.
Item 15. Indemnification of Directors and Officers.
Reference is made to Section 25 of the By-Laws of the Company and to Section
145 of the General Corporation Law of the State of Delaware as set forth
below.
Section 25 of the By-Laws of the Company provides:
(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 in-
volved (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 in-
demnified and held harmless by the Company to the fullest extent authorized
by the General Corporation Law of Delaware, as the same exists or may here-
after 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 amend-
ment), against all costs, charges, expenses, liabilities and losses (in-
cluding 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, howev-
er, that, except as provided in paragraph (b) hereof, the Company shall in-
demnify any such person seeking indemnification in connection with a pro-
ceeding (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 in-
clude the right to be paid by the Company any expenses incurred in defend-
ing any such proceeding in advance of its final disposition; provided, how-
ever, that, if the General Corporation Law of Delaware requires, payment
shall be made to or on behalf of a 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 enti-
tled to be indemnified under this Section or otherwise. The rights to in-
demnification conferred in this Section shall be deemed to be a contract
between the Company and each person who serves in the capacities
II-1
<PAGE>
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 en-
titled 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 fail-
ure 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 ac-
tual determination by the Company (including its Board of Directors, inde-
pendent 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 pay-
ment 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 an-
other 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 corpo-
ration, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power
to indemnity such persons against such expense, liability or loss under the
General Corporation Law of Delaware.
(e) Indemnity agreements. The Company may from time to time enter into
indemnity agreements with the persons who are members of its Board of Di-
rectors and with such officers or other persons as the Board may designate,
such indemnity agreements to provide in substance that the Company will in-
demnify such persons to the fullest extent of the provisions of this Sec-
tion 25.
(f) Indemnification of employees and agents of the Company. The Company
may, under procedures authorized from time to time by the Board of Direc-
tors, grant rights to indemnification, and to be paid by the Company the
expenses incurred in defending any proceeding in advance of its final dis-
position, to any employee or agent of the Company to the fullest extent of
the provisions of this Section 25.
Section 145 of the General Corporation Law of the State of Delaware
provides:
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed ac-
tion, suit or proceeding, whether civil, criminal, administrative or inves-
tigative (other than an action by or in the right of the corporation)
II-2
<PAGE>
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corpo-
ration as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settle-
ment actually and reasonably incurred by him in connection with such ac-
tion, suit or proceeding if he acted in good faith and in a manner he rea-
sonably believed to be in or not opposed to the best interests of the cor-
poration, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best in-
terests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed ac-
tion or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, em-
ployee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corpo-
ration, partnership, joint venture, trust or other enterprise against ex-
penses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no indem-
nification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circum-
stances of the case, such person is fairly and reasonably entitled to in-
demnity for such expenses which the Court of Chancery or other court shall
deem proper.
(c) To the extent that a director, officer, employee or agent of a corpo-
ration has been successful on the merits or otherwise in defense of any ac-
tion, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and rea-
sonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as autho-
rized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made (1) by a majority
vote of the directors who were not parties to such action, suit or proceed-
ing, even though less than a quorum, or (2) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or direc-
tor in defending any civil, criminal, administrative or investigative ac-
tion, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an un-
dertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemni-
fied by the corporation as authorized in this section. Such expenses (in-
cluding attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law,
II-3
<PAGE>
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another ca-
pacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partner-
ship, joint venture, trust or other enterprise against any liability as-
serted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corpora-
tion (including any constituent of a constituent) absorbed in a consolida-
tion or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee
or agent of such constituent corporation, or is or was serving at the re-
quest of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with re-
spect to the resulting or surviving corporation as he would have with re-
spect to such constituent corporation if its separate existence had contin-
ued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any ex-
cise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its partici-
pants or beneficiaries; and a person who acted in good faith and in a man-
ner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the corporation" as referred
to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when au-
thorized or ratified, continue as to a person who has ceased to be a direc-
tor, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Company has entered into or will enter into individual indemnity
agreements with each of its present and future directors and officers
embodying the provisions of Section 25 of the By-Laws a form of which
indemnity agreement is included as Exhibit 99.
Pursuant to Section 7 of the Underwriting Agreement, which is Exhibit 1
hereto, the underwriters named therein have agreed to indemnify the Company,
its directors and certain of its officers against certain civil liabilities,
including civil liabilities under the Securities Act of 1933 (the "Act").
The Company carries Directors and Officers Liability Insurance with a limit
of $210 million to the extent authorized by the By-Laws of the Company and the
laws of the State of Delaware.
II-4
<PAGE>
Item 16. Exhibits.
<TABLE>
<C> <S>
1 Form of proposed Underwriting Agreement.*
4.1 Form of proposed Debt Securities.*
4.2 Indenture, dated as of May 15, 1985, between the Company and The
Chase Manhattan Bank, N.A., Trustee, relating to the securities
being registered.*
4.3 Indenture, dated as of January 1, 1992, between the Company and
The Bank of New York, Trustee, relating to the securities being
registered.*
5 Opinion with consent of Diane A. Ward, Esq., Counsel --
Securities and Finance of the Company.*
12 Statement of computation of ratio of earnings to fixed charges.*
23.1 Consent of Diane A. Ward, Esq., Counsel -- Securities and Finance
of the Company (included in Exhibit 5).*
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
25.1 Statement of eligibility of The Chase Manhattan Bank, N.A., as
Trustee.*
25.2 Statement of eligibility of The Bank of New York, as Trustee.*
99 Form of Indemnity Agreement.*
</TABLE>
--------
*Previously filed on January 27, 1999.
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-5
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termina-
tion of the offering.
B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described and the documents referenced under Item
15 above, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
D. Undertaking Pursuant to Rule 430A.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the informa-
tion omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 19th day of
March, 1999.
ATLANTIC RICHFIELD COMPANY
By: * MICHAEL E. WILEY
----------------------------------
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
--------- ----- ----
<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
___________________________________________
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
March 19, 1999
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* GARY L. TOOKER Director
___________________________________________
Gary L. Tooker
* HENRY WENDT Director
___________________________________________
Henry Wendt
* GAYLE E. WILSON Director
___________________________________________
Gayle E. Wilson
* ALLAN L. COMSTOCK Vice President and
___________________________________________ Controller
Allan L. Comstock
Principal accounting officer
* By
/s/ BRUCE G. WHITMORE March 19, 1999
---------------------------------
Bruce G. Whitmore
(Attorney in fact)
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
------- ----------- ------------
<C> <S> <C>
1 Form of proposed Underwriting Agreement.*
4.1 Form of proposed Debt Securities.*
4.2 Indenture, dated as of May 15, 1985, between the
Company and The Chase Manhattan Bank, N.A.,
Trustee, relating to the securities being
registered.*
4.3 Indenture, dated as of January 1, 1992, between
the Company and The Bank of New York, Trustee,
relating to the securities being registered.*
5 Opinion with consent of Diane A. Ward, Esq.,
Counsel -- Securities and Finance of the
Company.*
12 Statement of computation of ratio of earnings to
fixed charges.*
23.1 Consent of Diane A. Ward, Esq., Counsel --
Securities and Finance of the Company (included
in Exhibit 5).*
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
25.1 Statement of eligibility of The Chase Manhattan
Bank, N.A., as Trustee.*
Statement of eligibility of The Bank of New
25.2 York, as Trustee.*
99 Form of Indemnity Agreement.*
</TABLE>
---------
*Previously filed on January 27, 1999.
<PAGE>
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, 1999, 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 19, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Marie L. Knowles, J. Kenneth Thompson, Donald R. Voelte, Jr., Michael E. Wiley,
Bruce G. Whitmore, Terry G. Dallas and Allan L. Comstock, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, in connection with the issuance of any
securities authorized by the Board of Directors of Atlantic Richfield Company
(the "Company") or by the Executive Committee thereof pursuant to due
authorization by such Board for issuance by the Company, (1) to execute and
file, or cause to be filed, with the Securities and Exchange Commission (the
"Commission"), (A) Registration Statements and any and all amendments (including
post-effective amendments) thereto and to file, or cause to be filed, all
exhibits thereto and other documents in connection therewith as required by the
Commission in connection with such registration under the Securities Act of
1933, as amended, and (B) any report or other document required to be filed by
the Company with the Commission pursuant to the Securities Exchange Act of 1934,
as amended, (2) to execute and file, or cause to be filed, any application for
registration or exemption therefrom, any report or any other document required
to be filed by the Company under the Blue Sky or securities laws of any of the
United States, and to furnish any other information required in connection
therewith, (3) to execute and file, or cause to be filed, any application for
registration or exemption therefrom under the securities laws of any
jurisdiction outside the United States, including any reports or other documents
required to be filed subsequent to the issuance of such securities, and (4) to
execute and file, or cause to be filed, any application for listing such
securities on the New York Stock Exchange, the Pacific Stock Exchange, the
London Stock Exchange or any other securities exchange in any other jurisdiction
where any such securities are proposed to be sold, granting to such attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act required to be done as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, and
each of them, may lawfully do or cause to be done by virtue of this power of
attorney. Each person whose signature appears below may at any time revoke this
power of attorney as to himself or herself only by an instrument in writing
specifying that this power of attorney is revoked as to him or her as of the
date of execution of such instrument or at a subsequent specified date. This
power of attorney shall be revoked automatically with respect to any person
whose signature appears below effective on the date he or she ceases to be a
member of the Board of Directors or an officer of the Company. Any revocation
hereof shall not void or otherwise affect any acts performed by any attorney-in-
fact and agent named herein pursuant to this power of attorney prior to the
effective date of such revocation.
Dated as of January 25, 1999.
Signature Title
--------- -----
/s/ MIKE R. BOWLIN
Chairman of the Board and
_______________________________ Chief Executive Officer
Mike R. Bowlin
Principal executive officer
1
<PAGE>
Signature Title
--------- -----
/s/ MICHAEL E. WILEY
President and Chief
_______________________________ Operating Officer
Michael E. Wiley
/s/ MARIE L. KNOWLES
Executive Vice President
________________________________ and Chief Financial Officer
Marie L. Knowles
/s/ J. KENNETH THOMPSON
________________________________ Executive Vice President
J. Kenneth Thompson
/s/ DONALD R. VOELTE, JR.
________________________________ Executive Vice President
Donald R. Voelte, Jr.
/s/ FRANK D. BOREN
________________________________ Director
Frank D. Boren
/s/ JOHN GAVIN
________________________________ Director
John Gavin
/s/ KENT KRESA
________________________________ Director
Kent Kresa
/s/ ARNOLD G. LANGBO
________________________________ Director
Arnold G. Langbo
2
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Signature Title
--------- -----
/s/ DAVID T. McLAUGHLIN
________________________________ Director
David T. McLaughlin
/s/ JOHN B. SLAUGHTER
________________________________ Director
John B. Slaughter
/s/ GARY L. TOOKER
________________________________ Director
Gary L. Tooker
/s/ HENRY WENDT
________________________________ Director
Henry Wendt
/s/ GAYLE E. WILSON
________________________________ Director
Gayle E. Wilson
/s/ ALLAN L. COMSTOCK
Vice President and
_________________________________ Controller
Allan L. Comstock
Principal accounting officer
3
