-----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, PnmCUk4bIRxzAz4g/bd9oRh7MPpSmBy+TRiG0+V8x94F+ZypF1jwE5cG0El8BLgs JnohgMTtvr6fA8oBVdKk6A== 0000950157-99-000189.txt : 19990403 0000950157-99-000189.hdr.sgml : 19990403 ACCESSION NUMBER: 0000950157-99-000189 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990401 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-01196 FILM NUMBER: 99586036 BUSINESS ADDRESS: STREET 1: 515 S FLOWER ST CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134863511 8-A12B 1 FORM 8-A/A =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-A/A ------------------ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATLANTIC RICHFIELD COMPANY (Exact name of Registrant as specified in its charter) DELAWARE 23-0371610 (State of incorporation or organization) (I.R.S. Employer Identification No.) 333 South Hope Street Los Angeles, California 90071 (Address, including zip code, of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock New York Stock Exchange Purchase Rights If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) =========================================================================== Item 1. Description of Securities to be Registered. At a meeting of the Atlantic Richfield Company (the "Company") Board of Directors on March 31, 1999 the Board approved the amendment of certain terms of the Rights Agreement (the "Rights Agreement") dated as of July 24, 1995, between the Company and First Chicago Trust Company of New York, as Rights Agent. Effective on March 31, 1999, the Company and First Chicago Trust Company of New York, as Rights Agent, amended the Rights Agreement pursuant to the Board's approval in connection with the proposed merger (the "Merger") of Prairie Holdings, Inc., a direct wholly owned subsidiary of BP Amoco p.l.c., with the Company. The amendments add certain definitions and make changes to certain definitions and provisions to cause the provisions of the Rights Agreement not to apply to the Merger and its related transactions and to cause the Rights to cease to be exercisable immediately prior to the Merger. The amendment to the Rights Agreement is attached hereto as Exhibit 4, which is incorporated herein by reference. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to that Exhibit. Item 2. Exhibits. Item 2 is amended by adding thereto the following: 4. Amendment dated as of March 31, 1999, to the Rights Agreement dated as of July 24, 1995, between Atlantic Richfield Company and First Chicago Trust Company of New York, as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ATLANTIC RICHFIELD COMPANY, by /s/ Allan L. Comstock Date: April 1, 1999 --------------------------- Name: Allan L. Comstock Title: Vice President and Controller INDEX OF EXHIBITS Page Number in Sequentially Exhibit Numbered Number Title Statement 4. Amendment dated as of March 31, 1999, to the Rights Agreement dated as of July 24, 1995, between Atlantic Richfield Company and First Chicago Trust Company of New York, as Rights Agent. EX-4 2 EXHIBIT 4 EXHIBIT 4 AMENDMENT dated as of March 31, 1999, to the Rights Agreement dated as of July 24, 1995 (the "Rights Agreement"), between ATLANTIC RICHFIELD COMPANY (the "Company") and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent (the "Rights Agent"). Pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the following actions are hereby taken prior to executing the Merger Agreement and Stock Option Agreement referred to below: Section 1. Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, none of BP Amoco p.l.c., Prairie Holdings, Inc., or any Affiliate or Associate of either shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the announcement of the Merger (as such term is defined in the Merger Agreement), (ii) the acquisition of Common Shares of the Company pursuant to the Merger or the Stock Option Agreement, (iii) the execution of the Merger Agreement or the Stock Option Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement or the Stock Option Agreement." (b) The following definitions shall be added to Section 1 of the Rights Agreement: "'Merger Agreement' shall mean the Agreement and Plan of Merger dated as of March 31, 1999 among BP Amoco p.l.c., Prairie Holdings, Inc., and the Company." "'Stock Option Agreement' shall mean the Stock Option Agreement dated as of March 31, 1999 between the Company and BP Amoco p.l.c." (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the announcement of the Merger, (ii) the acquisition of Common Shares of the Company pursuant to the Merger or the Stock Option Agreement, (iii) the execution of the Merger Agreement or the Stock Option Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement or the Stock Option Agreement."; (d) Section 7(a) of the Rights Agreement is amended to replace the words "at or prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the Redemption Date, or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof" in Section 7(a) with the following: "at or prior to the earlier of (i) the Effective Time of the Merger (as defined in the Merger Agreement) or (ii) the Close of Business on the Final Expiration Date". Section 2. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. Section 3. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware applicable to contracts to be made and performed entirely within such State. IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day and year first above written. ATLANTIC RICHFIELD COMPANY, by: ------------------------- Name: Title: FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent by: ------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----