Rule 424 (B) (3)
Registration Number 333-09790
BP Amoco
Direct Access Plan
Prospectus
PROSPECTUS
BP Amoco p.l.c. American Depositary Shares
BP Amoco Direct Access Plan
BP Amoco Company, a Delaware corporation
("BP Amoco"), is pleased to offer the BP Amoco Direct Access
Plan (the "Plan"). The Plan is designed to provide investors
in the United States and Canada with an easy and inexpensive
way to invest in BP Amoco p.l.c., an English public limited
company that is the parent of BP Amoco.
Key features of the Plan are that you can:
[bullet] Enroll in the Plan for free.
[bullet] Purchase BP Amoco p.l.c. American Depositary Shares
("BP Amoco ADS shares") without a personal broker and with
no fees or commissions.
[bullet] Increase your ownership of BP Amoco ADS shares by
automatically reinvesting your cash dividends.
[bullet] Purchase additional BP Amoco ADS shares at any time
or on a regular basis through optional cash investments.
[bullet] Invest as little as U.S.$50 per investment or as much
as U.S.$150,000 per year.
[bullet] Transfer BP Amoco ADS shares easily or sell at low
cost.
[bullet] Own and transfer your BP Amoco ADS shares without
holding or delivering paper certificates.
The Plan holds BP Amoco ADS shares, which are listed on the
New York, Pacific, Chicago and Toronto Stock
(continued on next page)
[BOLD] Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved
of these securities or passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of the Prospectus is April 26, 2000
Exchanges under the trading symbol "BPA." The Plan is open
to new investors in the U.S. and Canada wishing to purchase
BP Amoco ADS shares, as well as to existing holders of BP
Amoco ADS shares in the U.S. and Canada who want to reinvest
their cash dividends in additional BP Amoco ADS shares or
access the other features of the Plan.
TABLE OF CONTENTS
Section Page
BP AMOCO p.l.c. ................................. 4
BP AMOCO ADS SHARES ............................. 4
THE PLAN ........................................ 5
Who Can Join? .............................. 5
How to Enroll .............................. 5
Buying BP Amoco ADS Shares ................. 7
Dividend Reinvestment and Payment Options .. 9
Selling BP Amoco ADS Shares ............... 10
Gifts and Share Transfers ................. 12
ADR Safekeeping ........................... 12
Obtaining ADRs ............................ 13
Conducting Transactions Online ............ 13
Plan Fees ................................. 14
Plan Statements and Forms ................. 15
U.S. Federal Income Tax Consequences ...... 15
Communications and Voting ................. 16
Share Splits and Other Distributions ...... 17
Termination of Plan Participation ......... 17
Changes to the Plan ....................... 18
Administration ............................ 19
For More Information ...................... 19
Limitation of Liability ................... 19
VALIDITY OF SECURITIES ......................... 20
EXPERTS ........................................ 20
HOW TO LEARN MORE
ABOUT BP AMOCO p.l.c. ..................... 21
BP AMOCO p.l.c.
BP Amoco p.l.c. is the company resulting from the merger
between Amoco Corporation and The British Petroleum Company
p.l.c. BP Amoco p.l.c. is one of the world's largest
petroleum and petrochemical groups, with a wide operational
and geographic scope. It has well established operations in
the United States, Europe, Australia, South America and
parts of Africa and is expanding its presence in China,
Southeast Asia and the former Soviet Union. The main
businesses of BP Amoco p.l.c. include:
Exploration and Production
Exploration and Production is engaged in oil and gas
exploration and field development and production, together
with pipeline transportation, gas processing and gas
marketing.
Refining and Marketing
The activities of Refining and Marketing include oil supply
and trading as well as refining and marketing.
Chemicals
Chemical activities include petrochemicals manufacturing and
marketing.
The principal executive offices of BP Amoco p.l.c. are
located at Britannic House, 1 Finsbury Circus, London EC2M
7BA, England (telephone 44-171-496-4000).
BP AMOCO ADS SHARES
BP Amoco ADS shares are equity securities known as "American
Depositary Shares," which trade on the New York, Pacific and
Chicago Stock Exchanges at prices quoted in U.S. dollars and
on the Toronto Stock Exchange at prices quoted in Canadian
dollars. Each BP Amoco ADS share represents six "ordinary
shares" of BP Amoco p.l.c. Ordinary shares are the English
equivalent of common stock in a U.S. corporation. BP Amoco
p.l.c. ordinary shares trade on the London Stock Exchange at
prices quoted in pounds sterling. BP Amoco p.l.c. has agreed
to announce all dividends on its ordinary shares and on BP
Amoco ADS shares in U.S. dollars at least through December
31, 2003. Even if BP Amoco p.l.c. subsequently announces a
dividend in another currency, your dividends will be paid in
U.S. dollars based on the currency exchange rate at the close
of business on the business day prior to the day that the
dividend is announced.
THE PLAN
Who Can Join?
U.S. and Canadian Investors. At the present time, the Plan
is open only to investors residing in the United States and
Canada (including their territories and possessions).
Current Shareholders. If you have at least three
BP Amoco ADS shares registered in your name, you are
eligible to join the Plan. If you hold BP Amoco ADS shares
through a bank or broker (that is, in "street name"), you
may become eligible to join the Plan by asking to have at
least three BP Amoco ADS shares registered in your name. You
must keep at least three BP Amoco ADS shares in your Plan
account to maintain your eligibility.
New Shareholders. If you are not yet a BP Amoco ADS
shareholder, you may join the Plan by making an initial
investment of at least U.S.$250. The maximum annual
investment is U.S.$150,000.
How to Enroll
Current Shareholders. If you are a U.S. or Canadian holder
of record of at least three BP Amoco ADS shares, you may
enroll by filling out the Enrollment Form and returning it
to the Administrator. If you own BP Amoco ADS shares but
they are held in the name of a bank or broker (that is, in
"street name"), you may become an owner of record by asking
to have your BP Amoco ADS shares registered in your name. At
least three of your BP Amoco ADS shares need to be
transferred into your name before you become eligible to
participate in the Plan. Once you enroll, all of your
BP Amoco ADS shares that are registered in the exact same
name as on the Enrollment Form, whether you acquired them
before or after you joined the Plan, will automatically be
treated as Plan shares.
Current U.S. shareholders wishing to make an additional cash
investment of at least U.S.$250 also may enroll
electronically using the Plan's authorized online investment
service described under "Conducting Transactions Online."
All of your BP Amoco ADS shares that are registered in the
exact same name as you use for your electronic enrollment,
whether you acquired them before or after you joined the
Plan, will automatically be treated as Plan shares.
If you were a participant in the Amoco Direct Access Plan on
December 31, 1998 and held any of your Amoco Corporation
shares in certificated form, you will automatically be
enrolled in the Plan upon fulfilling all applicable share
exchange requirements of the merger between Amoco
Corporation and The British Petroleum Company p.l.c. Please
note that you will not receive or be able to reinvest
dividends on the BP Amoco ADS shares issuable to you in the
merger, nor will you be entitled to vote those shares, until
you fulfill the share exchange requirements.
New Shareholders/New Accounts. If you do not own at least
three BP Amoco ADS shares, or if you wish to establish a
separate account (for example, a joint account with your
spouse or as custodian for a minor), you may enroll by
filling out the Enrollment Form and returning it to the
Administrator, together with a check or money order, in U.S.
dollars, for at least $250. U.S. residents may also enroll
electronically using the Plan's authorized online investment
service described under "Conducting Transactions Online."
ARCO Automatic Dividend Reinvestment Plan. If on the
effective date of the combination of BP Amoco p.l.c. and
Atlantic Richfield Company you were a participant in the
ARCO Automatic Dividend Reinvestment Plan, you may enroll in
the Plan by electing to receive ADS shares rather than BP
Amoco ordinary shares in the combination. If within 42 days
after the effective date of the combination you have not
elected to receive BP Amoco ordinary shares, you will
automatically be enrolled in the Plan, regardless of your
country of residence, unless you notify BP Amoco or Morgan
Guaranty Trust Company of New York, the Plan administrator
(the "Administrator") that you elect not to participate.
Regardless of whether you enroll by election or are enrolled
automatically, if you hold any of your ARCO shares in
certificated form, your enrollment in the Plan will be
effective upon fulfilling all applicable share exchange
requirements.
Buying BP Amoco ADS Shares
Additional Investments. Once you are enrolled in the Plan,
you can make additional investments at any time with as
little as $50, online (in the case of U.S. residents),
through the mail or through automatic monthly withdrawal
from your bank account.
[bullet] Online through the Internet: The fastest and most
economical way to make additional investments in
BP Amoco ADS shares is through the Plan's authorized online
investment service. From the "Investors" page on BP Amoco's
website, click the "BPADAP" button and follow the simple
instructions for buying shares online. This will transmit
instructions directly to the Administrator and authorize the
withdrawal of the necessary funds from your bank account.
[bullet] Through the Mail: You can also make additional
investments by mailing a check or money order in U.S.
dollars to the Administrator, together with the Transaction
Request form. A Transaction Request form will be attached to
your Plan Statement or may be obtained from the
Administrator as described below under "Plan Statements and
Forms."
[Bullet] Automatic Monthly Withdrawal: You can also purchase
additional BP Amoco ADS shares on a regular basis by
authorizing automatic withdrawal of U.S.$50 or more from
your bank account. To authorize automatic withdrawals under
the Plan, fill out the appropriate information on the
Transaction Request form. You may also authorize automatic
monthly withdrawals online when you enroll through the
Plan's authorized online investment service.
Please allow thirty days for the Administrator to process
your request for automatic withdrawal. If you sign up to
make automatic monthly purchases, your money will be
withdrawn on your choice of the 1st or the 15th of each
month (or if the 1st or the 15th is not a business day, on
the next business day) and used to purchase BP Amoco ADS
shares within three business days. You can discontinue your
automatic monthly purchases by calling the Administrator
toll-free at 1-877-638-5672 or by completing a Transaction
Request form. Your instructions must be received two or more
business days before the next scheduled withdrawal date to
be effective for that date.
Maximum Annual Investment. The most you can invest through
the Plan in any calendar year is U.S.$150,000.
Open Market Purchases. All BP Amoco ADS shares purchased
under the Plan will be purchased on the New York Stock
Exchange, in the over-the-counter market or in negotiated
transactions with persons not affiliated with
BP Amoco p.l.c. or any of its subsidiaries, including
BP Amoco. Purchases will be made through an independent
broker-dealer (which may be the Administrator).
Timing. The Administrator will try to purchase BP Amoco ADS
shares for the Plan at least twice a week. Under most
circumstances, purchases for your Plan account will be made
within five business days after the Administrator receives
your money. It is up to the independent broker-dealer used
by the Plan to determine when and at what prices BP Amoco
ADS shares will be bought for the Plan. Accordingly, you
will not be able to instruct the Administrator to purchase
shares at a specific time or at a specific price. You will
not be paid interest pending the investment of your money in
additional BP Amoco ADS shares.
Purchase Price. Your purchase price will be the weighted
average price per share paid for all BP Amoco ADS shares
purchased for the Plan for the relevant purchase date. The
cost basis of your BP Amoco ADS shares will include your
purchase price plus the amount of brokerage commissions paid
on your behalf by BP Amoco. See "U.S. Federal Income Tax
Consequences."
Book-Entry Ownership. All of the BP Amoco ADS shares
purchased through the Plan will be held by the Administrator
and reflected in book-entry form in your account on the
records of the Administrator. Ownership in book-entry form
means that, while you will have full ownership of your Plan
shares, you will not receive a paper stock certificate
(called an "American Depositary Receipt" or "ADR"). Book-
entry ownership eliminates the risk and expense of replacing
lost or stolen ADRs, assures that your shares are always
available should you need to deliver them for transfer and
avoids your costs in maintaining a safe deposit box or other
place to store your securities. However, if you prefer to
hold your Plan shares in certificated form, you may receive
ADRs upon request as described below under "Obtaining ADRs."
Returned Checks/Failed Transfers. The Administrator will
process only those purchases for which it has received good
funds. If your check is returned or an electronic debit from
your bank account fails due to nonsufficient funds, the
Administrator will not process your request until it
receives good funds covering your purchase and the
applicable service fee for the returned check or failed
electronic funds transfer. See "Plan Fees" below.
Dividend Reinvestment and Payment Options
All, Some or None. You can instruct the Administrator to
reinvest the cash dividends on all, some or none of your
Plan shares in additional BP Amoco ADS shares. Absent
instructions to the contrary, all cash dividends will be
automatically reinvested.
Reinvestment Instructions. If you wish to reinvest the cash
dividends on fewer than all of your Plan shares, you must
instruct the Administrator to send your cash dividends to
your bank account via electronic funds transfer. You can
provide the necessary information in your Enrollment Form,
in a Transaction Request form or when you enroll online
through the Plan's authorized online investment service. Any
instructions regarding reinvestment of your dividends must
be received by the Administrator no later than two business
days before the next dividend record date to be effective
for that dividend.
As a general rule, the Administrator will not send your cash
dividends by check. However, if an electronic funds transfer
to your bank account fails because of erroneous
instructions, the Administrator will send you a check for
the cash dividend that otherwise would have been deposited
to your bank account, together with a notice that the
electronic funds transfer instructions you provided are
invalid. After that dividend payment, all your cash
dividends will be reinvested in additional BP Amoco ADS
shares until you provide valid electronic funds transfer
instructions.
Purchases. BP Amoco ADS shares purchased with reinvested
cash dividends will be purchased on the New York Stock
Exchange, in the over-the-counter market or in negotiated
transactions with persons not affiliated with
BP Amoco p.l.c. or any of its subsidiaries, including BP
Amoco. Purchases will be made through an independent broker-
dealer (which may be the Administrator). Purchases for
dividend reinvestment will be made within 30 days of the
dividend payment date, unless otherwise required by law. The
purchase price of BP Amoco ADS shares acquired for dividend
reinvestment will be the weighted average price per share of
all BP Amoco ADS shares purchased for the Plan with
dividends for a given dividend payment date.
Selling BP Amoco ADS Shares
Sales. You can sell some or all of the shares in your Plan
account at any time by calling the Administrator toll-free
at 1-877-638-5672 or by completing a Transaction Request
form. You can also sell ADS shares held in book-entry form
online through the Administrator's website at www.adr.com.
If you wish to sell over U.S.$10,000 worth of BP Amoco ADS
shares (valued on the date of your request) in a single
transaction, your request must be in writing and have a
signature guarantee in a form acceptable to the
Administrator. If you have ADRs for your BP Amoco ADS
shares, the Administrator will not process your request to
sell until it receives ADRs representing the number of
shares to be sold. If you hold your BP Amoco ADS shares in
book-entry form, the Administrator will process your request
promptly after receiving it. Any request to cancel or modify
an instruction to sell shares must be received the same day
as the instruction to be effective.
Whole Shares Only. You may only sell whole shares held in
your Plan account, not fractional shares. Fractional shares
will be cashed out only upon termination of your Plan
account, as described under "Termination of Plan
Participation" below.
Timing. The Administrator will sell BP Amoco ADS shares
through an independent broker-dealer as soon as practical
after it receives your request (and, if applicable, your
ADRs), but in any event no later than the end of the next
calendar week. It is up to the independent broker-dealer
used by the Plan to determine when and at what prices
BP Amoco ADS shares will be sold for Plan accounts.
Accordingly, you will not be able to instruct the
Administrator to sell your shares at a specific time or at a
specific price. If you prefer to have control over the exact
timing and sale price, you can withdraw the shares and sell
them through a broker of your own choosing.
Sale Price. The sale price per share will be the average
price per BP Amoco ADS share received by the Administrator
for all sales made for Plan participants on the relevant
sale date, less the per share fees and commissions incurred
with respect to your shares. See "Plan Fees" below.
Receipt of Proceeds. Within 15 business days after it
receives your sale request (and, if your shares are not in
book-entry form, your ADRs), the Administrator will send you
a check for the proceeds from the sale of your
BP Amoco ADS shares, less any amounts required to be
withheld under applicable law. You will not be paid interest
on your sale proceeds.
Gifts and Share Transfers
To a Plan Account. You may transfer any or all of your BP
Amoco ADS shares, whether held in your Plan account or
outside the Plan, to the Plan account of any other person by
completing a Transaction Request form and, if the person to
whom you are giving shares is not already a Plan
participant, an Enrollment Form, and submitting any other
documentation required by the Administrator. Unless you are
terminating your own participation in the Plan, you may
transfer only whole shares.
Outside the Plan. You may also transfer any whole number of
the BP Amoco ADS shares held in your Plan account to any
person, to be held outside the Plan, by completing a
Transaction Request form and submitting any other
documentation required by the Administrator.
Modifications. Any request to cancel or modify an
instruction to transfer shares must be received the same day
as the instruction to be effective.
ADR Safekeeping
If you hold ADRs representing BP Amoco ADS shares, whether
or not they were acquired through the Plan, you can deposit
them in the Plan for safekeeping. The Administrator will
reflect the BP Amoco ADS shares represented by those ADRs in
book-entry form in your Plan account. To deposit ADRs for
safekeeping, send them to the Administrator at the address
set forth under "For More Information" below. To insure
against risk of loss resulting from mailing your ADRs, the
Administrator provides insurance free of charge for ADRs
valued up to U.S.$25,000 when you send them via certified
mail and request a return receipt.
Obtaining ADRs
You can obtain ADRs for any or all of the whole
BP Amoco ADS shares held in your Plan account in book-entry
form at any time for free. To obtain ADRs, you can call the
Administrator toll-free at 1-877-638-5672, request ADRs
online through the Administrator's website at www.adr.com or
submit a Transaction Request form. Please allow 30 days for
the Administrator to process your request.
Conducting Transactions Online
U.S. investors may purchase BP Amoco ADS shares online
through an arrangement between BP Amoco and StockPower[SM]
Inc., the Plan's authorized online investment service.
StockPower offers investors a convenient way to invest in BP
Amoco ADS shares completely online, without having to send
in any forms or checks by mail. Through StockPower, you may:
[bullet] Enroll and purchase shares online, eliminating the
time required to send an enrollment form through the mail.
[bullet] Elect to purchase BP Amoco ADS shares through
authorizing the withdrawal of funds from a bank account for
initial and optional cash purchases, as well as for regular
monthly investments.
[bullet] Choose to reinvest your BP Amoco dividends.
[bullet] Arrange to receive BP Amoco's annual reports and
other materials over the Internet.
You can access StockPower's services at its website,
www.stockpower.com, or through a hyperlink to that site from
the "Investors" page of the BP Amoco website,
www.bpamoco.com/investors. As of the date of this
Prospectus, StockPower's services are available only to U.S.
residents.
Once enrolled in the Plan, you can also sell ADS shares held
in book-entry form, request ADRs and conduct certain other
transactions online through the Administrator's website at
www.adr.com. The Administrator's website may also be reached
through a hyperlink from the "Investors" page of the BP
Amoco website.
In the future, BP Amoco expects to offer additional online
services in connection with the Plan, either directly,
through the Administrator or through one or more authorized
online services. For a description of any additional
services that may have become available to Plan
participants, see the "Investors" page of the BP Amoco
website.
Plan Fees
[bullet] There is no fee to enroll in the Plan.
[bullet] You will not be charged any fees or commissions when
you reinvest your dividends, purchase or transfer your BP
Amoco ADS shares under the Plan, deposit shares in the Plan
for safekeeping or obtain ADRs for shares held in book-entry
form. However, if you invest through automatic withdrawal
from your bank account, you should check with your bank to
see whether it charges any fees for this service.
[bullet] When you sell BP Amoco ADS shares you will be charged
a sales fee (currently U.S.$10 per sale) and a brokerage
commission (currently U.S.$0.12 per share) on the shares
sold.
[bullet] If your check is returned or an electronic debit from
your bank account fails due to nonsufficient funds, you will
be charged a service fee (currently U.S.$20). Of course,
until the Administrator receives good funds, it will be
unable to effect the transaction that you requested.
[bullet] BP Amoco may change the Plan fees from time to time.
Plan Statements and Forms
Each time that you reinvest dividends or purchase, sell,
transfer or withdraw BP Amoco ADS shares through the Plan,
you will receive a statement confirming your transaction.
Each statement will include a Transaction Request form that
will help you make additional investments, sales, transfers
or withdrawals. You can also obtain Transaction Request
forms from the Administrator as described under "For More
Information" below. In addition, each year you will receive
an annual statement that shows you how many BP Amoco ADS
shares you own through the Plan and your account activity
for the preceding year.
U.S. Federal Income Tax Consequences
We believe that the following is an accurate summary of the
U.S. federal income tax consequences of participation in the
Plan as of the date of this Prospectus. However, this
summary does not reflect every situation that could result
from participation in the Plan, and we advise you to consult
your own tax advisors for information about your specific
situation.
In general, all your cash dividends, whether paid to you in
cash or reinvested, are considered taxable income to you at
the time they are received or reinvested. In addition,
brokerage commissions on purchases of BP Amoco ADS shares
purchased through the Plan (which will be paid by
BP Amoco on your behalf) will be treated as distributions
subject to income tax in the same manner as cash dividends.
The total amount of dividends and other distributions will
be reported to you and to the Internal Revenue Service on
Form 1099-DIV shortly after the end of each year.
Under this general rule, the cost basis for U.S. federal
income tax purposes of BP Amoco ADS shares acquired through
the Plan will be the price at which the shares are credited
to your Plan account (see "Buying BP Amoco ADS
Shares-Purchase Price" and "Dividend
Reinvestment-Purchases"), increased by the amount of the
brokerage commissions with respect to such shares paid by BP
Amoco on your behalf.
You will generally not realize gain or loss for U.S. federal
income tax purposes upon the deposit of BP Amoco ADS shares
in your Plan account, or the receipt of ADRs for shares held
in your Plan account. You will generally realize gain or
loss on the sale of BP Amoco ADS shares. Any gain or loss
you incur should be reflected when you file your income tax
returns.
The above rules may not be applicable to certain
participants, such as tax-exempt entities and non-U.S.
shareholders. These participants should consult their own
tax advisors.
In the case of Plan participants whose dividends are subject
to U.S. backup withholding, and non-U.S. shareholders whose
dividends are subject to U.S. federal tax withholding, to
the extent you elect dividend reinvestment, the
Administrator will reinvest dividends less the amount of tax
required to be withheld. The filing of any documentation
required to obtain a reduction in U.S. withholding tax is
the responsibility of the participant.
Communications and Voting
As a Plan participant, you will receive all communications
sent to record holders of BP Amoco ADS shares. You may
consent to receive these communications electronically,
either when you enroll through the Plan's authorized online
investment service or at the Administrator's website at
www.adr.com. For any meeting of shareholders of BP Amoco
p.l.c., as long as there are whole BP Amoco ADS shares in
your Plan account on the relevant record date, you can
attend, speak and vote at the meeting, or you can instruct
the Administrator to vote the BP Amoco p.l.c. ordinary
shares represented by your BP Amoco ADS shares as your
proxy. You will receive a proxy that will cover all of the
whole BP Amoco ADS shares held in your Plan account. This
proxy allows you to indicate how you want the
BP Amoco p.l.c. ordinary shares represented by your
BP Amoco ADS shares to be voted. The Administrator will
cause those shares to be voted only as you indicate.
Share Splits and Other Distributions
If BP Amoco p.l.c. declares a share split or share dividend,
your Plan account will be credited with the appropriate
number of additional BP Amoco ADS shares on the payment
date, or your existing BP Amoco ADS shares will represent
the additional ordinary shares distributed pursuant to the
share split or share dividend. Your additional shares will
be entitled to all the rights and privileges provided under
the Plan.
In the event that BP Amoco p.l.c. offers any share
subscription or other rights to holders of its ordinary
shares, to the extent such rights are made available to
holders of BP Amoco ADS shares, the Administrator will make them
available to you with respect to the shares in your Plan
account. To the extent such rights are not made available to
holders of BP Amoco ADS shares, they will be sold for the
benefit of such holders, and the Administrator will allocate
your share of the proceeds of such sale to your Plan
account.
Termination of Plan Participation
Voluntary Withdrawal by Participant. If you wish to
terminate your participation in the Plan and stop
reinvesting your dividends, call the Administrator toll-free
at 1-877-638-5672 or complete a Transaction Request form.
Unless you instruct otherwise, the Administrator will have
all of the whole BP Amoco ADS shares in your Plan account
registered in your name and will liquidate any fractional
share based on the sale price of the BP Amoco ADS shares on
the date of liquidation. Unless you instruct otherwise, the
Administrator will send you a check for the cash value of
the fractional share, minus any applicable fees, expenses
and withholdings required by law, together with evidence of
the BP Amoco ADS shares registered in your name.
Termination by BP Amoco. If you do not maintain at least
three whole BP Amoco ADS shares in your Plan account, BP
Amoco may notify you that it will terminate your account if
you do not invest enough additional money to have three BP
Amoco ADS shares in your Plan account. If you do not invest
enough additional money to have three shares in your Plan
account within three months of receiving such a notice, BP
Amoco may then terminate your Plan account. In the event of
such a termination, the Administrator will have any whole BP
Amoco ADS shares in your Plan account registered directly in
your name, will liquidate any fractional share based on the
sale price of the BP Amoco ADS shares on the date of
liquidation, and will send you a check for the cash value of
the fractional share, minus any applicable fees, expenses
and withholdings required by law, together with evidence of
any BP Amoco ADS shares registered in your name.
Changes to the Plan
BP Amoco may add to, modify or discontinue the Plan at any
time. We will send you written notice of any significant
changes. Under no circumstances will any amendment decrease
the number of BP Amoco ADS shares that you own or result in
a distribution to BP Amoco p.l.c. or to any of its
subsidiaries, including BP Amoco.
Administration
The Plan is currently administered by Morgan Guaranty Trust
Company of New York. The Administrator keeps records, sends
statements and performs other duties relating to the Plan.
Morgan Guaranty Trust Company of New York also acts as the
depositary, transfer agent, registrar
and dividend disbursing agent for the BP Amoco ADS shares.
BP Amoco may replace the Administrator, and the
Administrator may resign, at any time, in which case
BP Amoco would designate a new administrator.
Purchases and sales of BP Amoco ADS shares under the Plan
will be made in the open market by a broker-dealer that is
not affiliated with BP Amoco p.l.c. or any of its
subsidiaries, including BP Amoco. The current Administrator
is independent of BP Amoco p.l.c. and its subsidiaries,
including BP Amoco, and may buy and sell BP Amoco ADS shares
for the Plan. In the event that BP Amoco decides to
administer the Plan itself or authorizes an affiliate to
administer the Plan, BP Amoco will select an independent
broker-dealer to make purchases and sales for the Plan.
For More Information
For information regarding the Plan, additional forms, help
with Plan transactions or answers to your questions, please
contact the Administrator at:
Morgan Guaranty Trust Company of New York
BP Amoco Direct Access Plan
P.O. Box 842006
Boston, MA 02284-2006
Telephone: Toll-free 1-877-638-5672
Forms are also available from the Administrator's Internet
site at http://www.adr.com.
Limitation of Liability
If you choose to participate in the Plan, you should
recognize that neither BP Amoco p.l.c., its subsidiaries,
including BP Amoco, the Administrator nor the Plan's
authorized online investment service can assure you of a
profit or protect you against loss on the shares that you
purchase under the Plan. Plan accounts are not insured by
the Securities Investor Protection Corporation.
Although the Plan provides for the reinvestment of
dividends, the announcement and payment of dividends will
continue to be determined by the Board of Directors of
BP Amoco p.l.c., in its discretion. This decision depends on
many factors. The amount and timing of dividends may be
changed, or the payment of dividends terminated, at any time
without notice.
Neither BP Amoco p.l.c., its subsidiaries, including
BP Amoco, the Administrator nor the Plan's authorized online
investment service will be liable for any act, or for any
failure to act, as long as they have made good faith efforts
to carry out the terms of the Plan, as described in this
Prospectus and on the forms that are designed to accompany
each investment or activity.
VALIDITY OF SECURITIES
The validity under English law of the ordinary shares of BP
Amoco p.l.c. underlying the BP Amoco ADS shares to be
offered pursuant to the Plan has been passed upon for BP Amoco
by Peter B.P. Bevan, Group General Counsel of BP Amoco p.l.c.
As of the date of this Prospectus, Mr. Bevan owned less than
0.1% of the BP Amoco p.l.c. ordinary shares outstanding (including
options represting certain rights to purchase such shares).
EXPERTS
The consolidated financial statements and schedule of BP Amoco
p.l.c. at December 31, 1999 and 1998, and for each of the three
years in the period ended December 31, 1999, incorporated by reference in
this Prospectus and Registration Statement from the 1999 BP Amoco p.l.c.
Form 20-F, have been audited by Ernst & Young, independent auditors, as set
forth in their reports thereon incorporated by reference elsewhere herein,
which as to the year 1997 are based in part on the report of
PricewaterhouseCoopers LLP, independent auditors. The financial statements
referred to above have been incorporated by reference in reliance upon
such reports given on the authority of such firms as experts in accounting
and auditing.
HOW TO LEARN MORE ABOUT BP AMOCO p.l.c
BP Amoco p.l.c. files annual, quarterly and special reports and other infor-
mation with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these reports or other information at the the SEC's
public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for futher information on the public reference room. Although BP Amoco p.l.c.
is not required to submit its SEC filings electronically, it intends to do so in
the future. You may access any SEC filings that BP Amoco p.l.c. submits
electronically at the SEC's Internet site (http://www.sec.gov). Certain of
these documents are also available at http://www.bpamoco.com/investors.
This Prospectus is part of a Registration Statement on Form F-3 that we
filed with the SEC to register the securities offered under the Plan. As
allowed by SEC rules, this Prospectus does not contain all information you
can find in the Registration Statement or the exhibits to the Registration
Statement. The SEC allows us to "incorporate by reference" information
into this Prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC.
The information incorporated by reference is considered to be part of this
Prospectus, and later information filed with the SEC will update and supersede
this information. We incorporate by reference the documents listed below and
any future filing made with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until our offering is completed.
Filed by BP Amoco p.l.c. (SEC file number 1-6262):
1. Annual Report on Form 20-F for the year ended December 31, 1999.
2. Reports on Form 6-K dated April 4, 2000, April 13, 2000, and
April 18, 2000.
You may request a copy of any documents that we incorporate by reference at
no cost by writing or calling us at the following address:
BP Amoco
Shareholder Services
200 East Randolph Drive
Chicago, Illinois 60601-7125
Telephone: Toll-free 1-800-638-5672
You should rely only on the information contained or incorporated by refer-
ence in this Prospectus. We have authorized no one to provide you with dif-
ferent information.
You should not assume that the information in the Prospectus is accurate as
of any date other than the date of this Prospectus (April 26, 2000).
Please read this booklet carefully. If you own BP Amoco ADS shares now,
or if you decide to buy BP Amoco ADS shares in the future, please keep the
booklet with your permanent investment records, since it contains important
information about the Plan.