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, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6262
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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
HOURLY 401(k) SAVINGS PLAN
260 The Bluffs
Austell, GA 30168
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
BP 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
HOURLY 401(k) SAVINGS PLAN
By Plan Administrator
Date: June 27, 2001 /s/ Donald E. Packham
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Donald E. Packham
Senior Vice President of Human Resources
BP Corporation North America Inc.
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of Amoco Fabrics and Fibers Company and to the
Investment Committee of BP Corporation North America Inc.
We have audited the accompanying statements of assets available for benefits of
Amoco Fabrics and Fibers Company Hourly 401(k) Savings Plan as of December 31,
2000 and 1999, and the related statement of changes in assets available for
benefits for the year ended December 31, 2000. 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, 2000 and 1999, and the changes in its assets available for benefits for the
year ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
Chicago, Illinois Ernst & Young LLP
June 15, 2001
EIN 36-2692811
Plan No. 001
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
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2000 1999
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Assets
Investment in Amoco Fabrics and Fibers
Company Master Trust $ 23,388 $ 30,984
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Assets available for benefits $ 23,388 $ 30,984
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The accompanying notes are an integral part of these statements.
EIN 36-2692811
Plan No. 001
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
(thousands of dollars)
Additions of assets attributed to:
Net investment loss in Amoco Fabrics
and Fibers Company Master Trust $(2,828)
Participant contributions 1,830
Company contributions 615
Rollover contributions 9
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Total additions (deductions) (374)
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Deductions of assets attributed to:
Transfer of assets to American Fibers & Yarns
Company-sponsored savings plan (4,015)
Distributions to participants (3,207)
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Total deductions (7,222)
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Net decrease in assets during the year (7,596)
Assets available for benefits:
Beginning of year 30,984
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End of year $23,388
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The accompanying notes are an integral part of these statements.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
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Amoco Fabrics and Fibers Company (the "Company") established the Amoco
Fabrics and Fibers Company 401(k) Savings Plan effective January 1, 1994. The
plan was amended and restated effective January 1, 1996 and its name was changed
to Amoco Fabrics and Fibers Company Hourly 401(k) Savings Plan (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 Salaried 401(k) Savings Plan (the
"Salaried 401(k) Plan"). The trustee for the Master Trust, the Plan and the
Salaried 401(k) Plan is Bankers Trust Company, a New York banking corporation
(the "Trustee"). The Plan and the Salaried 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
Salaried 401(k) 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 13
percent of pre-tax earnings in four investment fund options. The Company will
match the first three percent of participant contributions 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.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)
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 totaled $9,000
in 2000.
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
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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 registered investment companies 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.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)
Contributions. Company and participant contributions are made and recorded
during the periods in which the Company processes payroll.
Estimates. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires estimates and
assumptions that affect certain reported amounts. Actual results may differ in
some cases from the estimates.
3. PARTICIPANT LOANS
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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. INCOME TAX STATUS
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The Internal Revenue Service ruled August 14, 1995, 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.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)
5. PLAN TRANSFERS
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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, 2000, there were no Plan transfers
between the Plan and the Salaried 401(k) Plan.
In 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
including loan balances, expressed in thousands of dollars, totaling $4,015 were
transferred to American Fibers & Yarns Company-sponsored savings plan in 2000.
6. MASTER TRUST
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As described in Note 1, the Plan's trust agreement permits the
commingling for investment purposes of Plan assets with those of the Salaried
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,
2000 and 1999, the Plan's interest in the assets of the Master Trust was
approximately 57 percent and 56 percent, respectively.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)
6. MASTER TRUST (continued)
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The following tables present the fair value of net assets held by the
Master Trust as of December 31, 2000 and 1999, and the changes in net assets
held by the Master Trust for the year ended December 31, 2000.
STATEMENTS OF NET ASSETS
(thousands of dollars)
December 31,
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2000 1999
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Investments:
BP Amoco p.l.c. ADSs $ 22,374 $ 32,113
Registered investment companies 12,037 15,453
Money market funds 2,946 3,385
Loans to participants 3,458 3,964
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Total investments 40,815 54,915
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Net payable - (84)
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Net Assets $ 40,815 $ 54,831
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)
6. MASTER TRUST (continued)
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STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2000
(thousands of dollars)
Additions of assets attributed to:
Participant contributions $ 3,793
Company contributions 1,421
Rollover contributions 33
Net realized and unrealized
depreciation in fair value
of investments:
BP Amoco p.l.c. ADSs (5,534)
Registered investment companies (2,395)
Interest and dividends 2,476
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Total additions (deductions) (206)
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Deductions of assets attributed to:
Administrative expenses (72)
Transfer of assets to American
Fibers & Yarns Company-sponsored
Savings plan (7,845)
Distributions to participants (5,893)
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Total deductions (13,810)
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Net decrease in
assets during the year (14,016)
Net Assets:
Beginning of year 54,831
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End of year $ 40,815
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)
7. SUBSEQUENT EVENT
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In January 2001, BP p.l.c., announced its intention to divest the Company.
BP expects to complete the sale during 2001, subject to regulatory and other
approvals.
Effective February 28, 2001, MetLife Trust Company N.A. became the new
trustee of the Master Trust. Plan participants currently have access to fifteen
investment options.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
Exhibits
Exhibit No. Description
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23 Consent of Independent Auditors