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:
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
900 Circle 75 Parkway, Suite 550
Atlanta, GA 30339-3098
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.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS 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 Board of Directors of Amoco Fabrics and Fibers Company and
to the Investment Committee of BP Amoco Corporation
We have audited the accompanying statements of assets available
for benefits of Amoco Fabrics and Fibers Company Salaried 401(k)
Savings 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.
Chicago, Illinois Ernst & Young LLP
June 15, 2000
EIN 36-2692811
Plan No. 004
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
1999 1998
Assets
Investment in Amoco Fabrics and Fibers
Company Master Trust $23,847 $18,800
Assets available for benefits $23,847 $18,800
The accompanying notes are an integral part of these
statements.
EIN 36-2692811
Plan No. 004
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS 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 Amoco Fabrics
and Fibers Company Master Trust $ 4,995
Participant contributions 2,433
Company contributions 1,070
Rollover contributions 49
Total additions 8,547
Deductions of assets attributed to:
Distributions to participants (3,500)
Total deductions (3,500)
Net increase in assets during the year 5,047
Assets available for benefits:
Beginning of year 18,800
End of year $23,847
The accompanying notes are an integral part of these
statements.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Amoco Fabrics and Fibers Company (the "Company") established
the Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan
effective January 1, 1996 (the "Plan"). Also, on January 1, 1996,
the Amoco Fabrics and Fibers Company Master Trust (the "Master
Trust") was established. The Master Trust holds the assets of the
Plan and the Amoco Fabrics and Fibers Company Hourly 401(k)
Savings Plan (the "Hourly 401(k) Plan"). The trustee for the
Master Trust, the Plan and the Hourly 401(k) Plan is Bankers
Trust Company, a New York banking corporation (the "Trustee").
The Plan and the Hourly 401(k) Plan have the same investment
funds. Investments made by participants in the Plan in each of
the investment funds are commingled with the investments in each
of the investment funds of the Hourly 401(k) Plan by participants
in that plan.
The following description of the Plan is provided for
general information purposes only. 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
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. The Company reserves
the right to amend or terminate the Plan at any time. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Under the Plan, participating employees can invest a total
of 16 percent of pre-tax earnings in four investment fund
options. The first six percent will be matched by the Company at
a rate of $.50 for every $1.00 contributed by the participant.
Company matching 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.
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 contributed
accounts. Vesting in Company matching contribution accounts is
dependent upon specific criteria as described in the Plan
document. Forfeited Company contributions are used to reduce
Company matching contributions or to offset administrative
expenses. Forfeitures, expressed in thousands of dollars,
totaled $62 in 1999.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
Trustee fees, brokerage commissions, and other transaction
fees and expenses related to the investment funds are generally
paid out of those respective funds. As a result, the returns on
those investments are net of the fees and expenses of the
managers of those funds and certain other brokerage commissions
and other fees and expenses incurred in connection with those
investment options. Administrative fees were paid out of the Plan
trust or paid by the Company in accordance with the terms of the
Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting. The financial statements of the Plan are
prepared under the accrual method of accounting.
Investment Valuation. BP Amoco p.l.c. American Depositary Shares
("ADSs") were valued at the closing market price on the New York
Stock Exchange. Investments in common collective trust funds are
based on quoted market prices of the underlying assets. Interests
in the Money Market Fund and participant loans are valued at cost
which approximates fair value.
Allocation of Master Trust Assets and Transactions. In order to
preserve, for participating plans, an interest in the combined
assets of the Master Trust, the Trustee determines computed
shares in the Master Trust for each plan. Current month's Master
Trust investment transactions are allocated based on each plan's
computed shares in the Master Trust at the end of the prior
month, adjusted for the current month's contributions less
benefit payments to participants. These allocated amounts are
then added to or subtracted from the prior month's computed
shares to determine computed shares at the end of the month.
Master Trust investment transactions allocated to the Plan
include dividend and interest income, gains and losses on sales
of investments and unrealized appreciation or depreciation of
investments.
Contributions. Company and participant contributions are made and
recorded during the periods in which the Company processes
payroll.
Estimates in Financial Statements. 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.
Reclassification. Certain amounts in the 1998 financial
statements have been reclassified to conform to the 1999
presentation.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
3. PARTICIPANT LOANS
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 accounts 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 and
the maximum time period for a loan repayment is fifty-four
months. Interest rates are fixed for the duration of the loan and
charged on the unpaid balance. The interest rate charged is the
prime rate as reported by the Wall Street Journal on the next to
the last business day of the month preceding the month the
participant applies for the loan. Repayment of loan principal and
interest is generally made by payroll deductions and credited to
the participant's accounts.
4. TAXES
The Internal Revenue Service ruled April 16, 1999, that the
Plan qualified under Section 401(a) of the Internal Revenue Code
("IRC") and, therefore, the related trust is not subject to tax
under present income tax law. The Plan has been amended since
receiving the determination letter. However, the Company and the
Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the IRC. The Company reserves the right to make
any amendments necessary to maintain the continued qualified
status of the Plan and Master Trust.
5. PLAN TRANSFERS
Plan transfers occur when eligible participants in the Plan
remain with Amoco Fabrics and Fibers Company and change job
classifications to or from an "hourly employee" from or to a
"salaried employee" as defined in the Plan document. For the year
ended December 31, 1999, there were no Plan transfers from the
Plan to the Hourly 401(k) Plan.
During 1999, the Company sold certain locations to American
Fibers & Yarns Co. Employees had the option to transfer their
account balance to the new company's qualified plan or keep their
account balance in the Plan. Assets, expressed in thousands of
dollars, totaling $3,221 and $454 were transferred to an American
Fibers & Yarns Co. plan in January and May 2000, respectively.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
6. MASTER TRUST
As described in Note 1, the Plan's trust agreement permits
the commingling for investment purposes of Plan assets with those
of the Hourly 401(k) Plan in the Master Trust. The Trustee
determines the Plan's proportionate share of trust assets and
related changes in trust assets, as described in Note 2, and such
amounts are reflected in the Plan's statements of assets
available for benefits and of changes in assets available for
benefits. At December 31, 1999 and 1998, the Plan's interest in
the total investment of assets of the Master Trust was
approximately 43 percent.
The following tables present the fair value of net assets
held by the Master Trust as of December 31, 1999 and 1998, and
the changes in net assets held by the Master Trust for the year
ended December 31, 1999.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
6. MASTER TRUST (continued)
STATEMENT OF NET ASSETS
(thousands of dollars)
As of December 31,
1999 1998
Investments:
BP Amoco p.l.c. ADSs $32,113 $24,350
Common collective trust funds 15,453 13,718
Money market funds 3,385 2,780
Loans to participants 3,964 3,312
Total investments 54,915 44,160
Net payable (84) (148)
Net Assets $54,831 $44,012
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
6. 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 $ 4,600
Company contributions 2,186
Rollover contributions 52
Net realized and unrealized
appreciation in fair value
of investments:
BP Amoco p.l.c. ADSs 7,653
Common collective trust funds 2,032
Interest and dividends 1,496
Total additions 18,019
Deductions of assets attributed to:
Administrative expenses (165)
Distributions to participants (7,035)
Total deductions (7,200)
Net increase in
assets during the year 10,819
Net Assets:
Beginning of year 44,012
End of year $54,831