<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Atlantic Richfield Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[ARCO LOGO APPEARS HERE] 333 South Hope Street
Los Angeles, California 90071
Telephone 213 486 1774
BRUCE G. WHITMORE
Senior Vice President,
General Counsel & Secretary
April 13, 1999
Dear Stockholder:
I am sure that you have recently heard the news about the Merger Agreement
that ARCO signed with BP Amoco. As a result of the proposed merger and the need
for ARCO stockholder approval, there may be some confusion about our upcoming
Annual Stockholders Meeting on May 3, 1999.
ARCO's stockholders will NOT be asked to consider or vote on the proposed
merger at the Annual Meeting. FOR LEGAL REASONS WE WILL NOT DISCUSS, OR ANSWER
QUESTIONS ABOUT, THE PROPOSED MERGER AT THIS MAY 3RD MEETING. The Annual
Meeting will be limited to the official business described in the Proxy
Statement previously mailed to you -- the election of directors, approval of
the appointment of auditors and consideration of a stockholder proposal. We
still need your votes on these matters and encourage you to send in your
proxies. However, we expect the meeting to be fairly brief.
ARCO is preparing a proxy statement for distribution to you describing the
proposed merger. Once the merger proxy statement has been completed, approved
by the SEC and mailed, we will hold a Special Stockholders Meeting to consider
the merger. That meeting will probably occur in a few months.
I am sorry that we will not be able to have a full discussion about the
proposed merger at this time. Thank you for your patience during this period of
transition.
Sincerely yours,
/s/ Bruce G. Whitmore
Atlantic Richfield Company
