<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))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-12
ATLANTIC RICHFIELD COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(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.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
A BP AMOCO COMPANY
NOTICE OF 2000
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
TUESDAY, JULY 11, 2000
10:00 A.M.
AON CENTER
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
<PAGE>
NOTICE OF MEETING
[ARCO LOGO]
ATLANTIC RICHFIELD COMPANY
A BP AMOCO COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE: July 11, 2000 MATTERS TO BE VOTED UPON
TIME: 10:00 a.m.
PLACE: Aon Center 1. Election of five directors
200 E. Randolph Drive 2. Ratification of the appointment of
Chicago, Illinois 60601 Ernst & Young LLP (Ernst & Young)
as independent auditors
RECORD
DATE: June 2, 2000
DOCUMENTS INCLUDED IN THIS MAILING
1. Notice of Meeting and Proxy Statement
2. Proxy Card
3. ARCO's Annual Report on Form 10-K for the year ended
December 31, 1999 (Annual Report)
4 Voting Instructions
5. Reply Envelope
DANIEL B. PINKERT Chicago, Illinois
Corporate Secretary June 8, 2000
<PAGE>
PROPOSALS TO BE VOTED ON
1. ELECTION OF DIRECTORS
ITEM 1 ON PROXY CARD
Nominees for re-election are the three members currently serving on the board.
Each nominee has consented to serve for a one-year term. You can find the
biographies of each nominee beginning on page 7.
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
2. APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG
ITEM 2 ON PROXY CARD
Ernst & Young have been appointed to serve as the company's independent auditors
for 2000.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG.
2
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CHANGE OF CONTROL OF ARCO
MERGER OF ARCO AND BP AMOCO
On April 18, 2000, the combination of BP Amoco p.l.c. (BP Amoco) and ARCO was
completed by the merger of Prairie Holdings, Inc (a subsidiary of BP Amoco) with
and into ARCO, pursuant to the terms of the merger agreement dated March 31,
1999, as amended through March 27, 2000 (Merger Agreement). Pursuant to the
Merger Agreement, each share of outstanding common stock of ARCO (except for any
such shares owned by BP Amoco, ARCO or any subsidiary of BP Amoco or ARCO) was
converted into the right to receive 1.64 BP Amoco American Depositary Shares
(ADS Shares).
In addition, the outstanding ARCO common stock was delisted from the New York
Stock Exchange and other exchanges on which it had been listed. In connection
with the merger, on April 18, 2000, ARCO issued 324,711,290 new shares of common
stock to BP Amoco. Later on April 18, 2000, BP Amoco transferred all such shares
to BP America Inc., a wholly owned subsidiary of BP Amoco (BP America), so that
BP Amoco owns indirectly all of the currently outstanding common stock of ARCO.
As the holder of all the outstanding common stock of ARCO, none of which is
publicly traded, BP Amoco is the controlling shareholder of ARCO.
ARCO's outstanding shares of $2.80 and $3.00 Preference Stock remain listed on
the New York Stock Exchange and on the Pacific Stock Exchange. Pursuant to the
Merger Agreement, each share of $2.80 Preference Stock became convertible into
7.872 ADS Shares and each share of $3.00 Preference Stock became convertible
into 22.304 ADS Shares.
Also in connection with the merger, all of ARCO's directors and officers who
served prior to April 18, 2000, who are listed in the Annual Report included
with this mailing, resigned concurrently with the effective date of the merger,
April 18, 2000. Effective April 18, 2000, and pursuant to the Merger Agreement,
as amended, the directors of Prairie Holdings, Inc became the directors of ARCO.
The directors of ARCO now are:
Robert D. Agdern
John F. Campbell
James G. Nemeth
You can find more information about ARCO's current directors on pages 7 and 8 of
this proxy statement.
Effective April 18, 2000, the following officers were elected as executive
officers of ARCO:
President............................................ Robert D. Agdern
Chief Financial Officer and Vice President........... Eileen A. Kamerick
Executive Vice President............................. David H. Welch
Executive Vice President............................. Roger E. Williams
All of the current directors and officers of ARCO are employees of a subsidiary
company of BP Amoco other than ARCO. None of these individuals own any shares of
ARCO common or preference stocks, and none of them receive any compensation from
ARCO.
You can find more information about the former directors and executive officers
of ARCO, including their compensation for 1999, in the Annual Report included in
this proxy mailing.
CHANGE OF INDEPENDENT ACCOUNTANTS OF ARCO
On April 18, 2000, in connection with the combination of ARCO and BP Amoco,
PricewaterhouseCoopers LLP (PwC) resigned as ARCO's independent accountants.
Ernst & Young, who currently act as independent accountants for BP Amoco, were
appointed as ARCO's independent accountants on April 27, 2000.
During ARCO's two most recent fiscal years and through the date of the
resignation of PwC as ARCO's independent accountants, neither of PwC's reports
on the financial statements for the fiscal years ended December 31, 1998 and
December 31, 1999 contained an adverse opinion or a disclaimer of opinion, nor
was either report qualified or modified as to uncertainty, audit scope, or
accounting principles, nor have there been any "disagreements" or "reportable
events" within the meaning of Item 304(a) of Regulation S-K of the Securities
3
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Exchange Act of 1934. Both PwC and Ernst & Young have reviewed this proxy
description and are in agreement with it.
STATUS OF ARCO AS A LISTED COMPANY ON THE NYSE AND AS A REPORTING COMPANY
PURSUANT TO THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION
Currently, ARCO remains a "reporting company" within the meaning of the
Securities Exchange Act of 1934, primarily because the Preference Stocks remain
listed on the NYSE and Pacific Stock Exchanges. As a reporting company, ARCO
continues to file quarterly reports on Form 10-Q, special reports on Form 8-K,
and Annual Reports on Form 10-K. These reports can be found on the internet
through the EDGAR system of the Securities and Exchange Commission (SEC) at www.
sec.gov.
BP Amoco has advised ARCO that it is considering making a request to the SEC for
an exemption from the rules requiring ARCO to file quarterly and annual reports,
including separate financial statements, with the SEC. Such an exemption would
be based on the guarantee by BP Amoco of all of ARCO's obligations related to
the Preference Stocks. These obligations include the payment of the quarterly
dividends, including the payment of accrued and unpaid dividends, if any, the
payment of the redemption prices of $82.00 for the $3.00 Preference Stock and
$70.00 for the $2.80 Preference Stock, and the payment of the liquidation prices
of $80.00 for the $3.00 Preference Stock and $70.00 for the $2.80 Preference
Stock. If the SEC were to grant the requested exemption, then ARCO would de-list
the Preference Stocks from the NYSE and the Pacific Stock Exchange and cease
filing reports with the SEC. In such event, BP Amoco would include summarized
financial information regarding ARCO in its reports filed with the SEC.
If the request is made, neither ARCO nor BP Amoco can predict whether, or when,
the SEC would grant the requested exemption. In the event the request is not
made or the exemption is not granted, BP Amoco has advised ARCO that it will
consider whether or not to redeem the outstanding Preference Stocks at the
redemption prices specified above pursuant to the terms of the Certificate of
Incorporation of ARCO.
RELATIONSHIP BETWEEN ARCO AND ITS CONTROLLING STOCKHOLDER FOLLOWING THE MERGER
Pursuant to the terms of the Merger Agreement, BP Amoco agreed to assume certain
obligations of ARCO, all relating to compensation and other employee benefit
matters, following the merger. These were described at length in ARCO's Proxy
Statement related to its Special Meeting of Stockholders held on August 30,
1999, a copy of which is hereby incorporated by reference (Special Proxy). All
holders of record of Preference Stocks on July 9, 1999 received copies of the
Special Proxy.
INCORPORATION BY REFERENCE
ARCO hereby incorporates by reference into this Proxy Statement the Special
Proxy and all documents filed with the SEC since March 1, 2000, the date of
filing of the Annual Report, up to and through the date of the Annual Meeting.
These documents can be found on the internet on the SEC's EDGAR system at
www.sec.gov. Paper copies of these documents may also be requested by calling
Stockholder Relations of BP America at 1-800-638-5672.
4
<PAGE>
VOTING AT ANNUAL MEETING
In accordance with the rules of the New York Stock Exchange, your Board of
directors is soliciting proxies for the 2000 Annual Meeting of Stockholders. The
Board set June 2, 2000 as the record date for the meeting. Stockholders who
owned Preference Stocks and common stock of record on that date are entitled to
vote at and attend the meeting. BP America, the holder of all the outstanding
common stock, is entitled to one vote per share for each of the 324,711,290
shares of common stock it holds. Holders of the 38,668 shares of $3.00
Preference Stock outstanding on the record date are entitled to 16 votes per
share, or a total of 618,688 votes. Holders of the 456,984 shares of $2.80
Preference Stock outstanding on the record date are entitled to 4 votes per
share, or a total of 1,827,936 votes. All shares of common and Preference Stocks
vote together as one class. BP America will be able to cast a majority of the
votes at the meeting. BP America has advised the Board of Directors of ARCO that
it intends to cast its votes in favor of election of the directors and
ratification of the approval of Ernst & Young as the independent auditors of
ARCO.
Voting materials, which include the Proxy Statement, proxy card and Annual
Report, are being mailed to stockholders beginning June 8, 2000.
You are receiving this Proxy Statement and proxy card and Annual Report from us
because you own shares of Preference Stock of ARCO. BP America, as the holder of
all the outstanding common stock of ARCO and controlling stockholder, is also
receiving these materials.
When you cast your vote using the proxy card via telephone, the internet, or
mail, you also appoint Daniel B. Pinkert and Robert D. Agdern as your
representatives, or proxies, at the meeting. They will vote your shares at the
meeting as you have instructed them on the proxy card.
If an issue comes up for vote at the meeting that is not on the proxy card,
Messrs. Pinkert and Agdern will vote your shares, under your proxy, in
accordance with their best judgment.
All stockholders as of the record date, or their duly appointed proxies, may
attend the meeting.
You may choose one of three ways to cast your vote using the proxy card:
1. BY TELEPHONE: Call 1-877-779-8683 toll free from the US and Canada.
2. VIA THE INTERNET: Access the Worldwide Web site at www.eproxyvote.com/arc.
3. BY MAIL: Complete, date, sign and mail the proxy card in the enclosed
postage pre-paid envelope.
Voting by telephone and via the internet is available 24 hours a day, 7 days a
week, until 12:00 midnight on July 10, 2000, at which time electronic voting
will be closed for vote tabulation.
You may vote in person at the meeting. We will pass out written ballots to
anyone who wants to vote at the meeting. If you hold your shares in street name,
you must request a legal proxy from your bank or stockbroker in order to vote at
the meeting.
If you do not indicate how you wish to vote for one or more of the nominees for
director, the proxies will vote FOR election of all the nominees for director
(ITEM 1). If you "withhold" your vote for any of the nominees, that vote will be
counted for purposes of determining the presence or absence of a quorum, but
will have no other legal effect. If you leave Item 2 blank, the proxies will
vote FOR ratification of the appointment of Ernst & Young (ITEM 2).
If you change your mind after casting your vote, you can revoke your proxy by
writing to us, by voting again via mail, telephone or the internet, or by
attending the meeting and casting your vote in person. Your last vote will be
the vote that is counted.
Shares are counted as present at the meeting if the stockholder either:
o is present and votes in person at the meeting, or
o has properly voted by mail, telephone or internet.
A majority of the company's outstanding shares as of the record date must be
present at the meeting in order to hold the meeting and conduct business. This
is called a quorum. The presence, in person or by proxy, of stockholders
5
<PAGE>
entitled to cast at least a majority of the votes which all stockholders are
entitled to cast constitutes a quorum for adopting the proposals at the Annual
Meeting. A representative of BP America will be present at the meeting by proxy
and will cast all of its votes in favor of the election of directors and
ratification of appointment of Ernst & Young.
Employees of Equiserve will tabulate the votes and act as the inspectors of the
election.
If your shares are held in street name, your brokerage firm, under certain
circumstances, may vote your shares.
Brokerage firms have authority under New York Stock Exchange rules to vote
customers' unvoted shares on certain "routine" matters, including election of
directors.
If you do not vote your proxy, your brokerage firm may either:
o vote your shares on routine matters, or
o leave your shares unvoted.
When a brokerage firm votes its customers' unvoted shares on routine matters,
these shares are counted for purposes of establishing a quorum to conduct
business at the meeting. A brokerage firm cannot vote customers' shares on
non-routine matters. Accordingly, these shares are considered not entitled to
vote on non-routine matters, rather than as a vote against the matter.
We will announce preliminary voting results at the meeting. We will publish the
final results in our quarterly report on Form 10-Q for the second quarter of
2000. We will file that report with the Securities and Exchange Commission. You
can get a copy by contacting the Securities and Exchange Commission at (800)
SEC-0330 for the location of the nearest public reference room or through the
EDGAR system at www.sec.gov.
No one has been hired to solicit proxies for the meeting.
YOU MAY CALL EQUISERVE AT 1-800-756-8200 OR VISIT THEIR WEBSITE AT
WWW.EQUISERVE.COM.
6
<PAGE>
ELECTION OF DIRECTORS
ITEM 1 ON PROXY CARD
The number of directors constituting the whole Board is currently three. The
Board of Directors has selected all three of the members currently serving on
the Board as nominees for election at the 2000 Annual Meeting of Stockholders.
Robert D. Agdern
John F. Campbell
James G. Nemeth
Directors elected at the Annual Meeting will hold office for a one-year term.
Unless you withhold authority to vote for one or more of the nominees, the
persons named as proxies intend to vote for the election of the three nominees.
All nominees have consented to serve as directors. The Board of Directors has no
reason to believe that any of the nominees will be unable to act as a director.
However, if any director is unable to stand for re-election, the Board may
either reduce the size of the Board or designate a substitute. If a substitute
nominee is named, the proxies will vote for the election of the substitute.
NOMINEES FOR DIRECTOR
The information set forth below includes the age of each nominee as of the date
of the meeting.
ROBERT D. AGDERN, 50
Director and President of ARCO since April 18, 2000. President of BP America
Inc. and of BP Amoco Corporation, two wholly owned subsidiaries of BP Amoco
since April 2000 and Vice President and General Counsel of both companies from
April 1999-April 2000. Between 1975 and April 1999, Mr. Agdern has held various
positions with Amoco Corporation.
JOHN F. CAMPBELL, 57
Director of ARCO since April 18, 2000. Senior Vice President, Human Resources,
BP Amoco Corporation, since 1999; Senior Vice President, Amoco Corporation,
since 1998; Vice President, Human Resources (Chemicals), Amoco Corporation from
1994-1998.
JAMES G. NEMETH, 42
Director of ARCO since April 18, 2000. Vice President and General Tax Officer of
BP Amoco Corporation since April 1999; General Tax Officer of BP America Inc.
since June 1996; Head of Taxation of BP Australia Ltd, a wholly owned subsidiary
of BP Amoco, between October 1993 and June 1996.
REQUIRED VOTE
Nominees will be elected who receive a vote equal to a plurality of the shares
of stock represented at the meeting. Your Board recommends a vote FOR the
nominees listed above. Votes withheld for directors will be counted for purposes
of determining the presence or absence of a quorum, but have no other legal
effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES LISTED ABOVE.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE.
COMPENSATION OF DIRECTORS
None of the members of the Board of Directors receives any compensation from
ARCO for their services. All of the members of the Board are employees of BP
Amoco or wholly owned subsidiaries other than ARCO.
7
<PAGE>
NUMBER OF BOARD MEETINGS DURING 1999
The former ARCO Board of Directors met 14 times during 1999.
COMMITTEES OF THE BOARD
Concurrently with the resignation of the former ARCO directors on April 18,
2000, all committees of the Board were eliminated.
VOTING STOCK OWNED BY "BENEFICIAL OWNER"
The following is the only entity known by ARCO to own beneficially more than
five percent of any class of the company's voting securities as of June 1, 2000:
--------------------------------------------------------------------------------
TITLE OF CLASS NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS
--------------------------------------------------------------------------------
Common Stock BP Amoco 324,711,290(*) 100%
Britannic House
1 Finsbury Circus
London EC2M 7lBA
--------------------------------------------------------------------------------
* The number of shares of common stock, none of which are registered
with the SEC or publicly traded, is based on information furnished to ARCO
by BP Amoco. These shares are owned by BP Amoco through BP America, a
wholly owned Delaware subsidiary of BP Amoco. BP Amoco has indirect sole
voting, dispositive and investment power over the common stock of ARCO, and
is the controlling shareholder of ARCO. See information under the caption
"Change of Control of ARCO" found on pages 1-2 of this Proxy Statement.
STOCK OF BP AMOCO OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
None of the directors or executive officers of ARCO owns any shares of the
common or Preference Stocks of ARCO. As employees of subsidiaries of BP Amoco
other than ARCO, they participate in United States employee stock compensation
plans. This table indicates the number of ADS Shares of BP Amoco, the indirect
controlling shareholder of ARCO, owned by the executive officers and directors
as of June 1, 2000. This number includes options exercisable within 60 days of
June 1, 2000. The total number of shares in BP Amoco owned by all directors and
executive officers is less than 1%. Each individual has sole voting and
investment power for the shares indicated below.
--------------------------------------------------------------------------------
AGGREGATE NUMBER OF ADS SHARES
BENEFICIALLY OWNED
NAME AS OF JUNE 1, 2000(1)
--------------------------------------------------------------------------------
Robert D. Agdern (2)...................... 176,395
John F. Campbell.......................... 198,808
Eileen A. Kamerick........................ 17,359
James G. Nemeth........................... 4,041
David H. Welch............................ 113,265
Roger E. Williams......................... 20,966
All directors and executive officers as a
group..................................... 530,834
--------------------------------------------------------------------------------
(1) Includes options exercisable within 60 days of June 1, 2000 as
follows: Mr. Agdern, 161,973; Mr. Campbell, 190,749; Ms. Kamerick,
16,802; Mr. Nemeth, 1,142; Mr. Welch, 103,461; and Mr. Williams,
13,632.
(2) Includes 3,222 shares held jointly with his spouse, as to which Mr.
Agdern shares investment and voting power.
8
<PAGE>
INDEPENDENT AUDITOR
PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG
ITEM 2 ON PROXY CARD
Following the combination of ARCO and BP Amoco, the Board appointed Ernst &
Young as the independent auditors of ARCO. Ernst & Young has also acted as the
independent auditor for BP Amoco for many years. The Board believes that Ernst &
Young's long-term knowledge of BP Amoco and its subsidiaries is valuable to
ARCO, now that it is controlled by BP Amoco. Representatives of Ernst & Young
have direct access to the Board of Directors of ARCO.
REQUIRED VOTE
The proposal will be approved if it receives the affirmative vote of a majority
of the shares of common stock and Preference Stocks of the company represented
in person or by proxy at the meeting, voting together as one class.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE APPOINTMENT
OF ERNST & YOUNG. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE.
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<PAGE>
OTHER INFORMATION
THIS SECTION SETS OUT OTHER INFORMATION YOU SHOULD KNOW BEFORE YOU VOTE.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
In the event the Preference Stocks are delisted and ARCO ceases to file reports
with the SEC, ARCO will no longer be obligated by the SEC's proxy rules to
consider shareholder proposals for inclusion in a proxy.
See CHANGE OF CONTROL OF ARCO--STATUS OF ARCO AS A REPORTING COMPANY on page 4
of this Proxy Statement.
ADDITIONAL INFORMATION AVAILABLE
See CHANGE OF CONTROL OF ARCO--INCORPORATION OF DOCUMENTS BY REFERENCE on page 4
of this Proxy Statement.
By order of the Board of Directors
Daniel B. Pinkert
Corporate Secretary
Chicago, Illinois
June 8, 2000
10
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[ARCO LOGO]
A BP AMOCO COMPANY 213-486-3511 NYSE Stock Symbol: ARC
[RECYCLE LOGO] Printed on Recycled Paper
<PAGE>
Please mark
/X/ votes as in this
example.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND 2.
<TABLE>
<CAPTION>
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BOTH PROPOSALS.
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FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C>
----- --------- ---- ------- -------
1. Election of Nominees 2. The Appointment of
Directors for a 01 John F. Campbell Ernst & Young ---- ------- -------
one-year term ----- --------- 02 Robert D. Agdern, and as auditors
For, except vote withheld from the following nominee(s): 03 James G. Nemeth
--------------------------------
------
For comments or change of address.
------
------
I plan to attend the meeting.
------
SIGNATURE(S)____ ___________________________________________________________________________ DATE________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee, or guardian please give full title as such.
-----------------------------------------------------------------------------------------------------------------------------------
PLEASE CAREFULLY DETACH HERE AND RETURN THIS PROXY IN THE ENCLOSED REPLY ENVELOPE
</TABLE>
<PAGE>
Dear Shareholder:
An Annual Meeting of shareholders of Atlantic Richfield Company preference
shares will be held on July 11, 2000 to vote on the proposals detailed in our
Proxy Statement. You are receiving this Proxy Statement and proxy card and
Annual Report from us because you own shares of Preference Stock of ARCO. BP
America, as the holder of all the outstanding common stock of ARCO and
controlling stockholder, is also receiving these materials.
We urge you to promptly complete, sign, date and return the proxy card in the
envelope provided OR take advantage of new and convenient ways by which you can
vote your shares either by telephone or via the Internet. This eliminates the
need to return the proxy card.
To vote your shares by telephone or via the Internet, you must have your proxy
card and social security number available. The series of numbers that appear on
the top of your proxy card must be used to access the system.
1. To vote by telephone: On a touch-tone telephone call 1-877-779-8683 toll free
from the US and Canada.
2. To vote via the Internet: Access the World Wide Web site
http://www.eproxyvote.com/arcpa.
Voting by telephone and via Internet is available 24 hours a day, 7 days a week,
until 12 midnight on July 10, 2000, at which time electronic voting will be
closed for vote tabulation. Your vote by telephone or via the Internet
authorizes the named proxies in the same manner as if you completed, signed,
dated and mailed the proxy card. If you choose to vote your shares by telephone
or via the Internet, there is no need for you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
<PAGE>
PROXY
ATLANTIC RICHFIELD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING ON JULY 11, 2000.
The undersigned hereby constitutes and appoints Robert D. Agdern and Daniel B.
Pinkert, and each of them, true and lawful agents and proxies with full power of
substitution in each, to represent the undersigned at the Annual Meeting of
stockholders of ATLANTIC RICHFIELD COMPANY to be held at the AON Center, 200 E.
Randolph Drive, Chicago, Illinois 60601 on Tuesday, July 11, 2000 at 10:00 a.m.
local time, and at any adjournments thereof, in the manner directed on this
proxy, and in their discretion on all other matters properly coming before the
Annual Meeting.
COMMENTS OR CHANGE OF ADDRESS
_____________________________
_____________________________
_____________________________
_____________________________
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THIS PROXY CANNOT BE VOTED UNLESS
YOU SIGN AND RETURN IT.
----------------
SEE REVERSE SIDE
----------------
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FOLD AND DETACH HERE
