-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKkzR2FKYutQVUOs935amiPs+TBwuaHmAKXNNsjusiJnP0SOdpKPr3T5PXT8142Z JImLmfqbHyrQoy4MQReLXw== 0000898430-01-500742.txt : 20010524 0000898430-01-500742.hdr.sgml : 20010524 ACCESSION NUMBER: 0000898430-01-500742 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010523 EFFECTIVENESS DATE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC RICHFIELD CO /DE CENTRAL INDEX KEY: 0000775483 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 230371610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-21552 FILM NUMBER: 1645941 BUSINESS ADDRESS: STREET 1: 333 S HOPE STREET CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134863511 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. 33-21552 ================================================================================ 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. 33-21552) 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 Savings 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-8 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)
EXHIBIT INDEX Sequentially Exhibit Numbered No. Description Page 24 Power of Attorney EX-24 2 dex24.txt POWER OF ATTORNEY EXHIBIT 24 ATLANTIC RICHFIELD COMPANY POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Daniel B. Pinkert, Corporate Secretary and Diane A. Ward, Assistant Secretary, 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, to execute and file, or cause to be filed, with the Securities and Exchange Commission (the "Commission"), any and all post-effective amendments to any and all Registration Statements on Form S-3 or on Form S-8 filed by ARCO prior to April 18, 2000, and to file, or cause to be filed, any other documents in connection therewith as required by the Commission in connection with such registration under the Securities Act of 1933, as amended, 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. The power of attorney will terminate effective June 30, 2001 as to Diane A. Ward, and will terminate effective December 31, 2001 as to Daniel B. Pinkert. Dated as of May 21, 2001
Signature Title --------- ----- /s/ James G. Nemeth __________________________________ Director James G. Nemeth /s/ Donald E. Packham __________________________________ Director Donald E. Packham /s/ Robert A. Malone __________________________________ Director, President and Robert A. Malone Principal Executive Officer /s/ Ian Springett __________________________________ Vice President and Ian Springett Chief Financial Officer /s/ Charles L. Hall __________________________________ Controller and Charles L. Hall Principal Accounting Officer
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