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 30, 1999 and for the Period
December 30, 1999 to 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 AMERICA CAPITAL ACCUMULATION 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 America Capital Accumulation 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 America Capital Accumulation Plan as of
December 31 and 30, 1999 and December 30, 1998, and the related
statements of changes in assets available for benefits for the
period from December 30, 1999 to December 31, 1999 and for the
year ended December 30, 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 and 30, 1999 and
December 30, 1998, and the changes in its assets available for
benefits for the period from December 30, 1999 to December 31,
1999 and for the year ended December 30, 1999, in conformity
with accounting principles generally accepted in the United
States.
ERNST & YOUNG LLP
Chicago, Illinois
June 22, 2000
BP AMERICA CAPITAL ACCUMULATION PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31, December 30, December 30,
1999 1999 1998
Investment in BP America
Master Trust $2,168,635 $2,164,436 $1,948,083
Assets available for benefits $2,168,635 $2,164,436 $1,948,083
The accompanying notes are an integral part of these statements.
BP AMERICA CAPITAL ACCUMULATION PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
Period from
December 30, 1999
to Year Ended
December 31, 1999 December 30, 1999
Additions of assets attributed to:
Net investment income in
BP America Master Trust $ 4,219 $ 309,040
Company contributions - 16,517
Participant contributions - 33,528
Rollover contributions - 37,512
Total additions 4,219 396,597
Deductions of assets attributed to:
Administrative expenses - (102)
Distributions to participants (20) (180,142)
Total deductions (20) (180,244)
Net increase in assets during period 4,199 216,353
Assets available for benefits:
Beginning of period 2,164,436 1,948,083
End of period $ 2,168,635 $ 2,164,436
The accompanying notes are an integral part of these statements.
BP AMERICA CAPITAL ACCUMULATION PLAN
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
BP America Inc. (the "Company") established the BP America
Capital Accumulation Plan (the "Plan") effective January 1,
1992, as a spin-off from the BP America Savings and Investment
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 and to assist them in
accumulating additional security for their retirement. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Company reserves the right
to amend or terminate the Plan at any time.
The Plan provides that both participant contributions and
Company matching 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.
Generally, an employee of any participating affiliated
company who is not eligible to participate in a separate defined
contribution Company-sponsored plan, or who is represented by a
labor organization that has bargained for and agreed to the
provisions of the Plan, is eligible to participate in the Plan.
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 by 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.
BP AMERICA CAPITAL ACCUMULATION PLAN
Notes to Financial Statements (continued)
The Company contributed quarterly to the Plan an amount
equal to each participant's contribution up to 6% of base pay.
Company contributions are initially invested in the BP Amoco
Stock Fund. Participants may elect to sell any portion of their
investment in the BP Amoco Stock Fund 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.
The benefit to which a participant is entitled is the
benefit which can be provided by the participant's vested
account balance. Participants are fully vested in their
participant contribution accounts. Vesting in Company matching
contributions is dependent upon specific criteria as described
in the Plan document. Forfeitures of Company contributions by
participants who withdrew from the Plan before vesting amounted
to (in thousands of dollars) $311 and $49 for the years ended
December 30, 1999 and 1998, respectively. The Plan uses
forfeitures to pay certain administrative expenses and to reduce
future Company contributions.
Participants are eligible to borrow from their account
balances in the Plan. Loans are made in the form of cash and the
amount may not exceed the lesser of 50 percent of the market
value of the total vested balance or $50,000 less the highest
loan balance outstanding during the preceding twelve months. The
participant must execute a promissory note to take out a loan.
Interest rates are fixed for the duration of the loan and
charged on the unpaid balance. The interest rate charged is the
prime rate in effect on the 15th of the month immediately
preceding the quarter in which the loan was approved, plus 1%.
A processing fee of $50 is charged for each new loan. Repayment
of loan principal and interest is generally made by payroll
deductions and credited to the participant's accounts.
2. PLAN AMENDMENTS
In 1999, the Plan was amended to change the plan year end
from December 30 to December 31 and 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
BP AMERICA CAPITAL ACCUMULATION PLAN
Notes to Financial Statements (continued)
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 and loan 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.
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.
BP AMERICA CAPITAL ACCUMULATION PLAN
Notes to Financial Statements (continued)
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 and 30, 1999 and December 30, 1998, the
Plan's percentage interest in the Master Trust was 95.6%, 95.6%
and 95.5%, respectively. 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 AMERICA CAPITAL ACCUMULATION 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 AMERICA CAPITAL ACCUMULATION 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 AMERICA CAPITAL ACCUMULATION PLAN
Notes to Financial Statements (continued)
6. SUBSEQUENT EVENTS
Effective as of the close of business on April 6, 2000, the
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, the Plan was merged with the BP
Amoco Employee Savings Plan. In connection with the merger of the
Plan, certain participants were transferred to the BP Amoco
DirectSave Plan or BP Amoco Partnership Savings Plan.
BP AMERICA CAPITAL ACCUMULATION PLAN
Exhibits
Exhibit No. Description
23 Consent of Independent Auditors