As filed with the Securities and Exchange Commission on August 9, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BP p.l.c.
(Exact name of registrant as specified in its charter)
England and Wales None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Britannic House
1 Finsbury Circus
London EC2M 7BA, England
(Address of principal executive offices)
BP Deferred Compensation Plan
(Full titles of plan)
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Daniel B. Pinkert With a copy to:
Corporate Secretary Peter B.P. Bevan
BP America Inc. Group General Counsel
200 E. Randolph Drive BP p.l.c.
Chicago, Illinois Britannic House
(312)856-3025 1 Finsbury Circus
(Name, address, including zip code, and London EC2M 7BA, England
telephone number, including area code, 44 (0) 207-496-4000
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
To be Registered Registered Per Obligation (2) Offering Price (2) Fee
<s> <c> <c> <c> <c>
Deferred Compensation
Obligation (1) $ 110,000,000 100% $ 110,000,000 $ 27,500
(1) The Deferred Compensation Obligations being Registered are unsecured
obligations of BP p.l.c. to pay deferred compensation in the future in
accordance with the terms of the BP Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rule 457(h).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The reports listed below have been filed with or furnished to the
Securities and Exchange Commission ("Commission") by BP p.l.c., ("BP" or the
"Company"), formerly named BP Amoco p.l.c. and are incorporated herein by
reference to the extent not superseded by documents or reports subsequently
filed or furnished:
o BP's Annual Report on Form 20-F for the year ended December 31, 2000.
o BP's Report on Form 6-K dated May 24, 2001.
In addition, all filings on Form 20-F filed by BP pursuant to the 1934 Act, and,
to the extent designated therein, certain Reports on Form 6-K which contain
summarized financial information, condensed consolidated financial statements of
BP and its subsidiaries relating to interim periods, or discussion and analysis
of financial condition and results of operations furnished by BP, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing or furnishing of such documents or
reports, to the extent not superseded by documents or reports subsequently filed
or made.
Item 4. Description of Securities.
Under the BP Deferred Compensation Plan (the "Plan"), certain management
and highly compensated employees of certain of the BP's subsidiaries may defer
to a future year receipt of a portion of their base salary or all or a portion
of their incentive compensation awarded.
The amount of compensation to be deferred by each participant will be as
determined in accordance with the Plan based on the elections of each
participant. Each participant will be fully vested in amounts he or she elects
to defer. Amounts deferred by a participant under the Plan will be credited by
book entry to such participant's account. The value of a participant's account
will be based on the amounts deferred and the performance of benchmark
investment funds selected by the participant under the Plan for purposes of
accounting (as if the deferred compensation had been so invested) and not for
actual investment. Since no participant deferrals actually will be invested in
any investment fund, participants will not have any ownership interest in any
investment fund. The Plan Sponsor, BP Corporation North America Inc. has the
sole discretion to determine the alternative benchmark investment funds
available under the Plan as the measurement mechanisms to determine the
hypothetical gains and losses on amounts deemed invested in accordance with the
terms of the Plan.
Each of BP's obligations under the Plan (the "Deferred Compensation
Obligations") will be payable at the time or times elected by each participant
under the Plan, except that the Plan provides certain default elections operate
in the event of a failure of a participant to properly
make an election, and other limitations on elections as described therein. The
Plan generally permits participants to elect, with respect to each calendar year
for which deferrals are made, either in-service or post-service deferrals,
payable either in a lump sum or in installments consistent with the terms of the
Plan. In-service deferrals provide for the future payout to be made or commence
at a time certain. Post-service deferrals provide for the future payout to be
made or commence at a fixed interval of time following termination of employment
of the Participant. Deferral elections by participants are irrevocable, except
that certain changes may be made to post-service deferral elections at defined
times prior to termination of employment. A participant may also request
accelerated payout of deferred amounts (without penalty) in the event of severe
unanticipated financial hardship, or without regard to hardship upon imposition
of a forfeiture of 20% of the amount to be accelerated. Any accelerated payout
requested may be granted or denied in the sole discretion of the administrator
of the Plan. Subject to exceptions defined in the Plan, upon the death of a
participant, the designated beneficiary will receive payment of the Deferred
Compensation Obligation at the times elected by participant.
The Deferred Compensation Obligations are unsecured general obligations of
BP to pay in the future the value of the deferred compensation accounts adjusted
to reflect the hypothetical gains and losses resulting from performance of the
selected measurement investment funds in accordance with the terms of the Plan.
The obligations will rank without preference with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding and
are, therefore, subject to the risks of the Company's insolvency. Deferred
Compensation Obligations will be paid in cash, and will be subject to
withholding for applicable taxes.
The Deferred Compensation Obligations cannot be assigned, alienated,
pledged or encumbered. The Obligations are not convertible into any other
security of BP.
Each of BP or the Plan sponsor may amend or terminate the Plan at any time;
provided, however, that no such amendment or termination may adversely affect
the rights of participants or their beneficiaries with respect to amounts
credited to their Plan accounts prior to such amendment or termination, without
the written consent of the participant.
Item 5. Interest of Named Experts and Counsel.
The consolidated financial statements of BP appearing in BP's Annual Report
(Form 20-F) for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, chartered accountants, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The validity of the deferred compensation obligations registered herein has
been passed upon by Peter B. P. Bevan, Group General Counsel of BP p.l.c.
Item 6. Indemnification of Directors and Officers.
Article 137 of the registrant's Articles of Association currently provides:
"Subject the provisions of and so far as may be consistent with the Statutes,
every Director, Auditor, Secretary or other officer of the Company shall be
entitled to be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and/or discharge of
his duties and/or the exercise of his powers and/or otherwise in relation to or
in connection with his duties, powers or office."
Section 310 of the Companies Act of 1985 (as amended by Section 137 of the
Companies Act of 1989) provides as follows:
"310. Provisions exempting officers and auditors from liability
(1) This section applies to any provision, whether contained in a
company'sarticles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or not)
employed by the company as auditor from, or indemnifying him against, any
liability which by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such provision is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any liability
incurred by him
(i) in defending any proceedings (whether civil or criminal) in which
judgment is given in his favor or he is acquitted, or
(ii) in connection with any application under Section 144(3) or (4)
(acquisition of shares by innocent nominee) or section 727
(general power to grant relief in case of honest and reasonable
conduct) in which relief is granted to him by the court."
Section 727 of the Companies Act 1985 provides as follows:
"727. Power of court to grant relief in certain circumstances:
(1) If in any proceedings for negligence, default, breach of
duty or breach of trust against an officer of a company or a
person employed by a company as auditor (whether he is or is
not an officer of the company) it appears to the court
hearing the case that officer or person is or may be liable
in respect of the negligence, default, breach of duty or
breach of trust, but that he has acted honestly and
reasonably, and that having regard to all the circumstances
of the case (including those connected with his appointment)
he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve
him, either wholly or partly, from his liability on such
terms as the court thinks fit.
(2) If any such officer or person as above-mentioned has reason
to apprehend that any claim will or might be made against
him in respect of any negligence, default, breach of duty or
breach of trust, he may apply to the court for relief; and
the court on the application has the same power to relieve
him as under this section it would have had if it had been a
court before which proceedings against that person for
negligence, default, breach of duty or breach of trust had
been brought.
(3) Where a case to which subsection (1) applies is being tried
by a judge with a jury, the judge, after hearing the
evidence, may, if he is satisfied that the defendant or
defender ought in pursuance of that subsection to be
relieved either in whole or in part from the liability
sought to be enforced against him, withdraw the case in
whole or in part from the jury and forthwith direct judgment
to be entered for the defendant or defender on such terms as
to costs or otherwise as the judge may think proper."
Item 8. Exhibits.
The following Exhibits are filed herewith unless otherwise indicated:
Exhibit No. Description
<s> <c>
4 BP Deferred Compensation Plan
5(a) & 23(b) Opinion of Peter B. P. Bevan, Group General Counsel of BP p.l.c. regarding the
validity of the securities being registered.
23(a) Consent of Ernst & Young LLP, chartered accountants, independent auditors, London,
England.
24(a) Powers of Attorney (included in the signature page of this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of London, England, on August 9, 2001.
BP p.l.c.
(Registrant)
By: /s/ Judith C. Hanratty
(Name) Judith Hanratty
(Title) Company Seretary
POWER OF ATTORNEY
Each director and officer of the Registrant whose signature appears below
hereby constitutes and appoints The Lord Browne of Madingley, Dr. J. G. S.
Buchanan, and Daniel B. Pinkert, the agent for service named in the registration
statement, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him, and on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and file any amendments to this Registration Statement on Form S-8 necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in this registration statement as such attorney-in-fact deems
appropriate, and any subsequent Registration Statement for the same offering
that may be filed under Rule 462(b) under the Securities Act of 1933, as
amended.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Titles Date
<s> <c> <c>
/s/ P.D. Sutherland Non-Executive Chairman August 9, 2001
P.D. Sutherland
/s/ Browne of Madingley Executive Director August 9, 2001
The Lord Browne Group Chief Executive
of Madingley (Principal Executive Officer)
/s/ J. Buchanan Executive Director August 9, 2001
Dr. J.G.S. Buchanan (Principal Financial and
Accounting Officer)
/s/ Rodney Chase Executive Director August 9, 2001
R. F. Chase
/s/ W. D. Ford Executive Director August 9, 2001
W. D. Ford
/s/ B. E. Grote Executive Director August 9, 2001
Dr. B. E. Grote
/s/ R. L. Olver Executive Director August 9, 2001
R. L. Olver
/s/ J. H. Bryan Non-Executive Director August 9, 2001
J. H. Bryan
/s/ E. B. Davis, Jr. Non-Executive Director August 9, 2001
E.B. Davis, Jr.
C.F. Knight Non-Executive Director ________ __, 2001
/s/ F.A. Maljers Non-Executive Director August 9, 2001
F. A. Maljers
/s/ Walter E. Massey Non-Executive Director August 9, 2001
Dr. W. E. Massey
/s/ H.M.P. Miles Non-Executive Director August 9, 2001
H.M.P. Miles
/s/ Robin Nicholson Non-Executive Director August 9, 2001
Sir Robin Nicholson
/s/ Ian Prosser Non-Executive Director August 9, 2001
Sir Ian Prosser
/s/ Michael Wilson Non-Executive Director August 9, 2001
M. H. Wilson
/s/ R.P. Wilson Non-Executive Director August 9, 2001
Sir Robert Wilson
/s/ Daniel B. Pinkert Authorized Representative August 9, 2001
Daniel B. Pinkert in the United States
EXHBIT INDEX
Exhibit No. Description Page
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4 BP Deferred Compensation Plan
5(a) & 23(b) Opinion of Peter B. P. Bevan, Group General Counsel of BP p.l.c.
regarding the validity of the securities being registered.
23(a) Consent of Ernst & Young LLP, chartered accountants, independent
auditors, London, England.
24(a) Powers of Attorney (included in the signatures page of this Registration
Statement).