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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2000.
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ATLANTIC RICHFIELD COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-1196 23-0371610
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(Commission File Number) (IRS Employer
Identification No.)
333 South Hope Street, Los Angeles, California 90071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 486-3511
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Not Applicable
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(Former name or former address, if changed since last report)
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ARCO 8-K
April 25, 2000
Item 1. Changes in Control of Registrant
On April 18, 2000, the combination of BP Amoco p.l.c. (BP Amoco) and Atlantic
Richfield Company (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 Receipts (ADRs) or, subject to the timely receipt of
elections therefor, 9.84 BP Amoco Ordinary 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, so that BP Amoco owns indirectly all of the
currently outstanding common stock of ARCO.
ARCO's outstanding shares of $2.80 and $3.00 Preference Stock remain listed on
the New York Stock Exchange. Pursuant to the Merger Agreement, each share of
$2.80 Preference Stock became convertible into 7.872 ADRs and each share of
$3.00 Preference Stock became convertible into 22.304 ADRs. ARCO remains a
reporting company within the meaning of the Securities and Exchange Act of 1934.
Also in connection with the merger, all of ARCO's directors and officers,
including its executive officers listed in ARCO's Report on Form 10-K for the
year ended December 31, 1999, 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. Accordingly the directors of ARCO now are:
Peter B. P. Bevan
John F. Campbell
D. Patrick Chapman
Robert D. Agdern
James G. Nemeth
Effective April 18, 2000, the following officers were elected:
<TABLE>
<S> <C>
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
Vice President W. Murray Air
Vice President Larry D. Burton
Vice President-Human Resources John F. Campbell
Vice President Lucy I. Davies
Vice President William R. Hutchinson
Vice President Chris Noble
Vice President Anthony J. Nocchiero
Vice President Edward W. Sturrus
Vice President David R. Watson
Vice President and
General Tax Officer James G. Nemeth
Corporate Secretary Daniel B. Pinkert
Treasurer Robert J. Novaria
Tax Officer Dale P. Shrallow
Controller Anthony J. Nocchiero
Assistant Controller Charles L. Hall
</TABLE>
All of the above individuals are employees of BP Amoco or of a subsidiary
company of BP Amoco.
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Item 4. Changes in Registrant's Certifying Accountant
On April 18, 2000, in connection with the combination of ARCO and BP Amoco,
PricewaterhouseCoopers LLP (PwC) resigned as ARCO's independent accountants. BP
Amoco expects to appoint Ernst & Young, who currently act as independent
accountants for BP Amoco, as ARCO's independent accountants. During ARCO's two
most recent fiscal years and through the date of the resignation of PwC as
ARCO's independent accountants there have been no "disagreements" nor
"reportable events" within the meaning of Item 304(a) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits
3.1 Amendment to Certificate of Incorporation
16 Letter of PricewaterhouseCoopers LLP (PwC) regarding its concurrence with
registrant's statement concerning PwC's resignation as independent
accountants for ARCO.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTIC RICHFIELD COMPANY
/s/ Charles L. Hall
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Charles L. Hall
Assistant Controller
Dated: April 25, 2000
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EXHIBIT 3.1
Amendment to Certificate of Incorporation
Article V
Directors
A. The number of directors of the Company shall be fixed from time to time
pursuant to the by-laws of the Company. Elections of directors need not be by
written ballot except and to the extent provided in the by-laws of the Company.
B. A director of the Company shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that such exemption from liability or limitation thereof is
not permitted under the Delaware General Corporation Law as currently in effect
or as the same may hereafter be amended. No amendment, modification or repeal
of this Article V shall adversely affect any right or protection of a director
that exists at the time of such amendment, modification or repeal.
Article VI
By-Laws
The board of directors of the Company is expressly authorized to adopt,
amend or repeal by-laws of the Company.
Article VII
Action by Shareholders
Any action required or permitted to be taken by the holders of any class or
series of stock of the Company, including but not limited to the election of
directors, may be taken by written consent or consents but only if such consent
or consents are signed by all holders of the class or series of stock entitled
to vote on such action.
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[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
EXHIBIT 16
April 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Atlantic Richfield Company (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated April 25, 2000. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
