SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-6262
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
200 East Randolph Drive
Chicago, Illinois 60601
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
BP Amoco p.l.c.
Britannic House
1 Finsbury Circus
London EC2M 7BA England
SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
BP Amoco Directsave Plan
By Plan Administrator
Date: June 26, 2000 /s/ John F. Campbell
John F. Campbell
Senior Vice President of Human Resources
BP Amoco Corporation
Report of Independent Auditors
To the Investment Committee of BP Amoco Corporation
Chicago, Illinois
We have audited the accompanying statements of assets available
for benefits of the BP Amoco DirectSave Plan (formerly BP America
DirectSave Plan) as of December 31, 1999 and 1998, and the
related statement of changes in assets available for benefits for
the year ended December 31, 1999. These financial statements are
the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the assets available
for benefits of the Plan at December 31, 1999 and 1998, and the
changes in its assets available for benefits for the year ended
December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Ernst & Young LLP
Chicago, Illinois
June 22, 2000
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
1999 1998
Investment in BP America Master Trust $ 1,981 $ 1,999
Assets available for benefits $ 1,981 $ 1,999
The accompanying notes are an integral part of these statements.
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
(thousands of dollars)
Additions of assets attributed to:
Net investment income in
BP America Master Trust $ 187
Participant contributions 64
Total Additions 251
Deductions of assets attributed to:
Distributions to participants (269)
Net decrease in assets during the year (18)
Assets available for benefits:
Beginning of year 1,999
End of year $ 1,981
The accompanying notes are an integral part of these statements.
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Notes to Financial Statements
1. DESCRIPTION OF PLAN
BP America Inc. (the "Company") established the BP America
DirectSave Plan effective April 1, 1988. The Plan was amended and
restated on April 7, 2000 and its name was changed to the BP
Amoco DirectSave Plan (the "Plan"). Hourly employees of Company-
operated service stations are eligible to participate in the
Plan.
The following brief description of the Plan, as it existed
in 1999, is provided for general information only. Unless
otherwise indicated, all descriptions in these notes relate to
the Plan as it existed in 1999. Participants should refer to the
Plan document for more complete information.
The purpose of the Plan is to encourage eligible employees
to regularly save part of their earnings to accumulate additional
security for their retirement. The Plan is a defined contribution
plan, which is subject to and complies with the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
The Company may amend or terminate the Plan at any time.
The Plan provides that participant contributions will be
held in a trust by an independent trustee for the benefit of
participating employees. Plan assets are held in the BP America
Master Trust ("Master Trust"). The trustee for the Master Trust
is Fidelity Management Trust Company (the "Trustee"). Prior to
February 1, 1999, Bankers Trust Company served as the trustee.
The Company is the Plan sponsor and an officer of the Company
serves as Plan Administrator. Effective January 31, 2000, BP
Amoco Corporation became the Plan sponsor and the Senior Vice
President of Human Resources became the Plan Administrator.
Fidelity Investments Institutional Services Company, Inc. is the
Plan's recordkeeper. Prior to February 1, 1999, Metropolitan Life
Insurance Company was the Plan's recordkeeper.
Under the Plan, participating employees may contribute up to
a certain percentage of their qualified pay on a pre-tax and/or
after-tax basis. Participants may elect to invest in numerous
investment fund options as provided in the Plan. Participant
contributions are remitted semi-monthly to the Trustee and are
credited to the participant's account. Participants may change
the percentage they contribute and the investment direction of
their contributions at any time throughout the year. Participants
may elect to sell any portion of their investment fund(s) and
reinvest the proceeds in one or more of the other available
investment alternatives. There are no restrictions on the number
of transactions a participant may authorize during the year.
Plan provisions do not provide for a Company match
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Notes to Financial Statements (continued)
of the employee contribution. The Company may make discretionary
contributions to the Plan using the service bonus feature. The
Plan does not provide for loans to participants.
2. PLAN AMENDMENTS
In 1999, the Plan was amended to add additional mutual fund
(Registered Investment Companies) investment options.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting. The financial statements of the Plan are
prepared under the accrual method of accounting.
Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires estimates
and assumptions that affect certain reported amounts. Actual
results may differ in some cases from the estimates.
Investment Valuation. All investments of the Master Trust,
except as noted below, are stated at fair value generally as
determined by quoted market prices, if available. In 1998,
certain investments in guaranteed investment contracts and
synthetic guaranteed investment contracts were valued at contract
value; other investments in guaranteed investment contracts were
valued at fair value because the contracts were not fully benefit
responsive as there was a severe penalty for early withdrawal. In
1999, investments in guaranteed investment contracts and
synthetic guaranteed investment contracts are valued at contract
value because they are fully benefit responsive. The Master
Trust's interest in the guaranteed investment contracts and
synthetic guaranteed investment contracts with managed portfolio
companies and insurance companies represents the maximum
potential credit loss from concentrations of credit risk
associated with its investment in these contracts. Other
investments for which no quoted market prices are available are
valued at fair value as determined by the Trustee based on the
advice of its investment consultants.
Administrative Expenses. Administrative expenses are primarily
paid by the Company; investment processing fees are paid by
affected participants from Plan assets.
Reclassification. Certain amounts in the 1998 financial
statements have been reclassified to conform to the 1999
presentation.
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Internal Revenue Service ruled February 5, 1996, that
the Plan qualifies under Section 401(a) of the Internal Revenue
Code (the "IRC") and therefore the related trust is tax exempt
under Section 501(a) of the IRC. The Plan has been amended since
receiving the determination letter. However, the Plan
Administrator and the Company's tax counsel believe the Plan
continues to meet the applicable tax qualification requirements
of the IRC. The Plan sponsor reserves the right to make any
amendments necessary to maintain the continued qualified status
of the Plan and Master Trust.
5. MASTER TRUST
In 1999 and 1998, all investment assets of the Plan were
held in the Master Trust with the assets of other plans of the
Company. The beneficial interest of the plans in the Master Trust
is adjusted daily to reflect the effect of income collected and
accrued, realized and unrealized gains and losses, contributions
and withdrawals, and all other transactions during each month.
The Master Trust constitutes a single investment account as
defined in the master trust reporting and disclosure rules and
regulations of the Department of Labor.
As of December 31, 1999 and 1998, the Plan's percentage
interest in the Master Trust was 0.10%. The net assets of the
Master Trust as of December 31, 1999 and 1998, and changes in net
assets of the Master Trust for the year ended December 31, 1999
are as follows:
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Notes to Financial Statements (continued)
5. MASTER TRUST (continued)
STATEMENT OF NET ASSETS
(thousands of dollars)
December 31, December 31,
1999 1998
Investments
BP Amoco p.l.c. American
Depositary Shares ("ADSs") $ 451,516 $ 321,149
Registered investment companies 805,551 668,961
Common collective trust funds 78,523 -
Government-backed obligations 5,009 51,244
Synthetic guaranteed investment contracts 834,402 786,487
Guaranteed investment contracts 59,410 152,231
Money market investments 13,476 39,372
Loans to participants 11,144 14,322
Total investments 2,259,031 2,033,766
Dividends and interest receivable 7,778 11,803
Contributions receivable 3,777 4,810
Total assets 2,270,586 2,050,379
Operating payables (3,135) (10,297)
Net assets $ 2,267,451 $ 2,040,082
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Notes to Financial Statements (continued)
5. MASTER TRUST (continued)
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999
(thousands of dollars)
Additions of assets attributed to:
Participant contributions $ 36,414
Rollover contributions 37,514
Company contributions 17,747
Net realized and unrealized
appreciation in fair value of
investments:
BP Amoco p.l.c. ADSs 103,330
Registered investment companies 148,313
Interest and dividends 73,669
Total additions 416,987
Deductions of assets attributed to:
Distributions to participants (189,514)
Administrative expenses (104)
Total deductions (189,618)
Net increase in assets during the year 227,369
Net assets
Beginning of year 2,040,082
End of year $2,267,451
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Notes to Financial Statements (continued)
6. SUBSEQUENT EVENTS
Effective as of the close of business on April 6, 2000, the
BP America Master Trust was merged into the BP Amoco Master Trust
for Employee Savings Plans (the "BP Amoco Master Trust"). The
trustee of the BP Amoco Master Trust is State Street Bank & Trust
Company.
Effective April 7, 2000, certain participants were
transferred from the BP America Capital Accumulation Plan and the
BP Amoco Employee Savings Plan into the Plan.
BP AMOCO DIRECTSAVE PLAN
(formerly BP America DirectSave Plan)
Exhibits
Exhibit No. Description
23 Consent of Independent Auditors