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
-----------------
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 DIRECTSAVE PLAN
(formerly BP Amoco 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 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 DirectSave Plan
By Plan Administrator
Date: June 27, 2001 /s/ Donald E. Packham
------------- --------------------------
Donald E. Packham
Senior Vice President of Human Resources
BP Corporation North America Inc.
Report of Independent Auditors
To the Investment Committee of BP Corporation North America Inc.
We have audited the accompanying statements of assets available for benefits of
the BP DirectSave Plan (formerly BP Amoco DirectSave 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.
ERNST & YOUNG LLP
Chicago, Illinois
June 25, 2001
E.I.N. 36-1812780
Plan 052
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
-----------
2000 1999
---- ----
Investment in BP Amoco Master Trust
for Employee Savings Plans $ 2,079 $ -
Investment in BP America Master Trust - 1,981
--------- ---------
Assets available for benefits $ 2,079 $ 1,981
========= =========
The accompanying notes are an integral part of these statements.
E.I.N. 36-1812780
Plan 052
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
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 BP Amoco Master Trust
for Employee Savings Plans $ (46)
Net investment loss in BP America Master Trust (25)
Participant contributions 153
Transfer of assets from other BP sponsored plans 257
----------
Total Additions 339
Deductions of assets attributed to:
Distributions to participants (241)
----------
Net increase in assets during the year 98
Assets available for benefits:
Beginning of year 1,981
----------
End of year $ 2,079
==========
The accompanying notes are an integral part of these statements.
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements
1. DESCRIPTION OF PLAN
-------------------
BP America Inc. (the "Company") established the BP America DirectSave
Plan (the "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. In
October 2000, the name was changed to BP DirectSave Plan. Hourly employees of
Company-operated retail locations are eligible to participate in the Plan.
The following brief description of the Plan is provided for general
information only. Unless otherwise indicated, all descriptions in these notes
relate to the Plan as it existed in 2000. 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 were held in the BP America Master Trust. The trustee for the BP America
Master Trust was Fidelity Management Trust Company. Effective as of the close of
business on April 6, 2000, net assets of the BP America Master Trust, totaling
approximately $2.2 billion, were transferred into the BP Amoco Master Trust for
Employee Savings Plans (the "Master Trust"). The trustee of the Master Trust is
State Street Bank & Trust Company. The name of the Master Trust was changed to
BP Master Trust for Employee Savings Plans effective January 1, 2001.
Effective January 31, 2000, BP Corporation North America Inc.
(formerly 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.
Effective April 7, 2000, assets of certain participants were
transferred from the BP Partnership Savings Plan and the BP Employee Savings
Plan into the Plan.
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
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. 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 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.
All reasonable and necessary Plan administrative expenses are paid out
of the Master Trust or paid by the Company. Generally, fees and expenses related
to investment management of each investment option are paid out of the
respective funds. As a result, the returns on those investments are net of the
fees and expenses of the managers of those investment options and certain other
brokerage commissions and other fees and expenses incurred in connection with
those investment options.
2. 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 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.
Investment Valuation. All investments of the Master Trust and the BP America
Master Trust, except as noted below, are stated at fair value generally as
determined by quoted closing market prices, if available. 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
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
associated with its investment in these contracts. Money market investments are
valued at cost which approximates fair value. 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.
New Accounting Standard. The Master Trust is required to adopt the Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") on
January 1, 2001. SFAS 133 requires the recognition of gains and losses
associated with derivative instruments as a change in net assets in the period
of change. The adoption of SFAS 133 is not expected to have a material impact on
the financial statements of the Plan or the Master Trust.
3. 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 trust.
4. BP AMERICA MASTER TRUST
-----------------------
Through the close of business on April 6, 2000, all investment assets
of the Plan were held in the BP America Master Trust with the assets of other
plans of the Company. The beneficial interest of the plans in the BP America
Master Trust was adjusted daily to reflect the effect of income collected and
accrued, realized and unrealized gains and losses, contributions and
withdrawals, and all other transactions. The BP America Master Trust constituted
a single investment account as defined in the master trust reporting and
disclosure rules and regulations of the Department of Labor.
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
4. BP AMERICA MASTER TRUST (continued)
-----------------------------------
As of April 6, 2000 and December 31, 1999, the Plan's percentage
interest in the BP America Master Trust was 0.1%. The net assets of the BP
America Master Trust as of April 6, 2000 and December 31, 1999 and changes in
net assets of the BP America Master Trust for the period from January 1, 2000 to
April 6, 2000 are as follows:
STATEMENTS OF NET ASSETS
(thousands of dollars)
April 6, December 31,
2000 1999
------------- ------------
Investments
BP Amoco p.l.c. American
Depositary Shares ("BP Amoco ADSs") $ 450,569 $ 451,516
Registered investment companies 818,323 805,551
Common collective trust funds 23,175 78,523
Government-backed obligations 5,132 5,009
Synthetic guaranteed investment contracts 808,566 834,402
Guaranteed investment contracts 60,722 59,410
Money market investments 14,093 13,476
Loans to participants 10,701 11,144
------------ ------------
Total investments 2,191,281 2,259,031
Dividends and interest receivable 879 7,778
Contributions receivable - 3,777
------------ ------------
Total assets 2,192,160 2,270,586
Operating payables - (3,135)
------------ ------------
Net assets $ 2,192,160 $ 2,267,451
============ ============
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
4. BP AMERICA MASTER TRUST (continued)
-----------------------------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM JANUARY 1, 2000
TO APRIL 6, 2000
(thousands of dollars)
Additions of assets attributed to:
Participant contributions $ 13,487
Rollover contributions 6,905
Company contributions 6,827
Net realized and unrealized
appreciation (depreciation) in fair
value of investments:
BP Amoco ADSs (54,178)
Registered investment companies 23,512
Interest and dividends 10,363
------------
Total additions 6,916
------------
Deductions of assets attributed to:
Distributions to participants (73,068)
Transfer of assets of ProCare Automotive
Service Centers employees to Sullivan
Acquisition, LLC sponsored savings plan (9,061)
Administrative expenses (78)
------------
Total deductions (82,207)
------------
Net decrease in assets during the period (75,291)
Net assets
Beginning of period 2,267,451
------------
End of period $ 2,192,160
============
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
5. MASTER TRUST
------------
Effective as of the close of business on April 6, 2000, the assets held
in the BP America Master Trust and the net assets of the BP Amoco Employee
Savings Plan were transferred into the Master Trust.
The net assets of the Atlantic Richfield Capital Accumulation Plan,
Vastar Resources, Inc. Capital Accumulation Plan and CH-Twenty Capital
Accumulation Plan were transferred into the Master Trust effective as of the
close of business on July 20, 2000.
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. 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.
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
5. MASTER TRUST (continued)
------------------------
As of December 31, 2000, the Plan's percentage interest in the Master
Trust was 0.02%. The net assets of the Master Trust as of December 31, 2000 and
changes in net assets of the Master Trust for the period from April 7 to
December 31, 2000 are as follows:
STATEMENT OF NET ASSETS
(thousands of dollars)
December 31, 2000
-----------------
Investments
BP Amoco p.l.c. American Depositary Shares
("BP Amoco ADSs") $ 3,641,986
Registered investment companies 1,537,818
Common collective trust funds 1,440,725
Money market investments 975,241
Synthetic guaranteed investment contracts 636,041
Guaranteed investment contracts 108,875
Government-backed obligations 5,037
Loans to participants 134,779
Other 2,941
--------------
Total investments 8,483,443
Dividends and interest receivable 5,424
Contributions receivable 190
--------------
Total assets 8,489,057
Operating payables (1,137)
--------------
Net assets $ 8,487,920
==============
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
----------
Notes to Financial Statements (continued)
5. MASTER TRUST (continued)
------------------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM APRIL 7 TO DECEMBER 31, 2000
(thousands of dollars)
Additions of assets attributed to:
Participant contributions $ 112,097
Rollover contributions 90,042
Employer contributions 79,989
Net realized and unrealized appreciation (depreciation)
in fair value of investments:
BP Amoco ADSs (201,566)
Vastar common stock 365
Registered investment companies (337,024)
Common collective trust funds (127,494)
Transfer of assets from BP sponsored Plans 9,381,997
Transfer of assets from Maxus Energy Corp.
sponsored savings plan 5,493
Interest and dividends 174,036
-----------
Total additions 9,177,935
-----------
Deductions of assets attributed to:
Distributions to participants (676,015)
Transfer of assets of ProCare Automotive Service
Centers employees to Sullivan Acquisition, LLC
sponsored savings plan (749)
Transfer of assets to the Thrift Plan of Phillips
Petroleum Company (11,625)
Transfer of assets to MCI WorldCom sponsored savings
plan (349)
Administrative expenses (1,277)
-----------
Total deductions (690,015)
-----------
Net increase in assets during the period 8,487,920
Net assets
Beginning of period -
-----------
End of period $ 8,487,920
===========
BP DIRECTSAVE PLAN
(formerly BP Amoco DirectSave Plan)
Exhibits
Exhibit No. Description
- ---------- -----------
23 Consent of Independent Auditors