S-8 POS 1 ds8pos.txt POST EFFECTIVE AMENDMENT NO. 5 As filed with the Securities and Exchange Commission on May 22, 2001. Registration No. 33-23639 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 5 to Form S-8 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.) 333 South Hope Street Los Angeles, California 90071 213-486-3511 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DANIEL B. PINKERT, Esq. Corporate Secretary Atlantic Richfield Company c/o BP America, Inc. 200 E. Randolph Dr. Chicago, Ill 60601 312-856-3025 (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 333 South Hope 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. [_] 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. ================================================================================ WITHDRAWAL OF SECURITIES FROM REGISTRATION ON FORM S-8 (NO. 33-23639) Pursuant to Rule 415(3) and Item 512(a)(3), Atlantic Richfield Company (ARCO) hereby withdraws from registration the shares of ARCO Common Stock that remain unissued under the above-referenced registration statement covering the ARCO Capital Accumulation Plans (the Plan). In connection with the merger of ARCO into BP p.l.c. on April 18, 2000, ARCO's Common Stock was converted into BP ADSs and ARCO Common Stock was delisted from the New York Stock Exchange and de-registered under the Securities Act of 1933. Accordingly, no ARCO Common Stock has been issued under the Plan on and after April 18, 2000. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. 24 Power of Attorney. 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 22nd day of May, 2001. ATLANTIC RICHFIELD COMPANY By: * Robert A. Malone -------------------------- Robert A. Malone President 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.
Signature Title Date --------- ----- ---- * Robert A. Malone President May 22, 2001 ____________________________ and Director Robert A. Malone Principal executive officer * Ian Springett Vice President May 22, 2001 ____________________________ and Chief Financial Ian Springett Officer Principal financial officer * James G. Nemeth Director May 22, 2001 ____________________________ James G. Nemeth * Donald E. Packham Director May 22, 2001 ____________________________ Donald E. Packham * Charles L. Hall Controller May 22, 2001 ____________________________ Charles L. Hall Principal accounting officer * By /s/ Diane A. Ward May 22, 2001 ____________________________ Diane A. Ward (Attorney in fact)
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