As filed with the Securities and Exchange Commission on May 27, 1999.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____
BP Amoco p.l.c.
(Exact name of registrant as specified in its charter)
England None
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation No.)
or organization)
Britannic House
1 Finsbury Circus
London EC2M 7BA, England
(Address of principal executive offices)
The BP America Capital Accumulation Plan
The DirectSave Plan
The BP America Partnership Savings Plan
The BP America Savings and Investment Plan
The BP Amoco Share Option Plan
(Full titles of plans)
Robert D. Agdern
Vice President and General Counsel
BP America Inc.
200 E. Randolph Drive
Chicago, Illinois
(312) 856-6111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
To be to be Per Offering Registration
Registered Registered Share(2) Price(2) Fee(2)
Ordinary Shares (1) 50,000,000 $108 1/8 $901,041,667 $250,490
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to certain of the employee benefit plans described
herein.
(2) Estimated solely for the purposes of calculating the
registration fee. Such estimate has been computed in
accordance with Rule 457(h) based on the average of the high
and low sales prices on the New York Stock Exchange Composite
Tape on May 20, 1999 for American Depositary Shares of BP
Amoco p.l.c., each of which represents six Ordinary Shares.
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 Exchange Commission (the "Commission") by BP
Amoco p.l.c., formerly The British Petroleum Company p.l.c. ("BP
Amoco"), and are incorporated herein by reference to the extent
not superseded by documents or reports subsequently filed or
furnished:
- BP Amoco's Annual Report on Form 20-F for the year ended
December 31, 1998.
- BP Amoco's Registration Statement on Form 8-A filed
December 31, 1998 (File No. 1-6262).
In addition, all filings on Form 20-F filed by BP Amoco
pursuant to the Securities Exchange Act of 1934 and, to the
extent designated therein, Reports on Form 6-K filed by BP Amoco,
after the date of this Registration Statement and prior to the
termination of the distribution contemplated hereby are
incorporated by reference in this Registration Statement from the
date of filing or furnishing such documents or reports.
The following reports have been filed with or furnished to
the Commission by the following plans, and are incorporated
herein by reference to the extent not superseded by documents or
reports subsequently filed or furnished: The Annual Reports on
Form 11-K of The BP America Capital Accumulation Plan and The BP
America Savings and Investment Plan for the year ended December
30, 1997, and The DirectSave Plan and The BP America Partnership
Savings Plan for the year ended December 31, 1997 (collectively,
the "BP Savings Plans").
Item 4. Description of Securities.
Not applicable.
Item 5. Counsel.
The validity of the Ordinary Shares registered herein has
been passed upon by Peter B.P. Bevan, Group General Counsel of BP
Amoco. The validity of the plan interests in the BP Savings
Plans has been passed upon by Robert D. Agdern, Vice President
and General Counsel of BP America Inc.
Item 6. Indemnification of Directors and Officers.
Article 137 of BP Amoco's Articles of Association provides:
"Subject to 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 1985 (as amended by Section
137 of the Companies Act 1989) provides as follows:
"310 - Provisions exempting officers and auditors from liability.
(1) This section applies to any provision, whether contained in
a company's articles 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 of the United Kingdom
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 it things 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."
BP Amoco maintains directors' and officers' liability insurance
for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index which is incorporated herein by
reference. The Registrant hereby undertakes that it will
submit, or has submitted, the BP Savings Plans and any
amendments thereto to the Internal Revenue Service ("IRS"),
and has made or will make all changes required by the IRS in
order to qualify the BP Savings Plans.
Item 9. Undertakings.
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 or any material change
to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (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 this 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.
The undersigned Registrant hereby undertakes that, for purpose
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report on Form 20-F
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of each of the Savings
Plans annual reports on Form 11-K pursuant to 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.
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
provisions set forth in Item 6, 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 and will be governed by the final adjudication of such issue.
SIGNATURE OF BP AMOCO P.L.C.
Pursuant to the requirements of the Securities Act of 1933,
BP Amoco p.l.c. 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 the 26th day of May 1999.
BP AMOCO P.L.C.
By: /s/ John Browne
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Robert D. Agdern
and Daniel B. Pinkert, his or her true and lawful attorneys-in-
fact, each with power of substitution, in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto the said
attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the indicated capacities on the 26th day of May, 1999.
Name Title
Chief Executive Officer,
/s/ John Browne Executive Director
Sir John Browne (Principal Executive Officer)
/s/ J. Buchanan Chief Financial Officer, Executive Director
Dr. J. Buchanan (Principal Financial and Accounting Officer)
/s/ P. D. Sutherland Co-Chairman
P.D. Sutherland
/s/ H. Laurance Fuller Co-Chairman
H. Laurance Fuller
Deputy Chairman,
/s/ Ian Prosser Non-Executive Director
Sir Ian Prosser
Deputy Chief Executive Officer,
/s/ Rodney Chase Executive Director
Rodney Chase
Non-Executive Director
Ruth S. Block
Non-Executive Director
John H. Bryan
Non-Executive Director
Erroll B. Davis, Jr.
Non-Executive Director
Richard J. Ferris
/s/ C. S. Gibson-Smith Executive Director
Dr. C. S. Gibson-Smith
Non-Executive Director
Charles F. Knight
Non-Executive Director
Floris A. Maljers
Non-Executive Director
Dr. Walter E. Massey
/s/ H. Michael P. Miles Non-Executive Director
H. Michael P. Miles
/s/ Robin Nicholson Non-Executive Director
Sir Robin Nicholson
/s/ Richard L. Olver Executive Director
Richard L. Olver
/s/ Bryan K. Sanderson Executive Director
Bryan K. Sanderson
Non-Executive Director
Michael H. Wilson
/s/ R. P. Wilson Non-Executive Director
R. P. Wilson
/s/ The Lord Wright of Richmond Non-Executive Director
The Lord Wright of Richmond
/s/ John F. Campbell Authorized Representative in the United States
John F. Campbell
SIGNATURE OF THE BP AMERICA CAPITAL ACCUMULATION PLAN
Pursuant to the requirements of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.
THE BP AMERICA CAPITAL
ACCUMULATION PLAN
By: The BP America Capital
Accumulation Plan,
Plan Administrator
By: /s/ William E. Boswell
William E. Boswell
SIGNATURE OF THE DIRECTSAVE PLAN
Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.
THE DIRECTSAVE PLAN
By: The DirectSave Plan, Plan
Administrator
By: /s/ William E. Boswell
William E. Boswell
SIGNATURE OF THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland State of
Ohio, on May 26, 1999.
THE BP AMERICA PARTNERSHIP SAVINGS
PLAN
By: The BP America Partnership
Savings Plan,
Plan Administrator
By: /s/ William E. Boswell
William E. Boswell
SIGNATURE OF THE BP AMERICA SAVINGS AND INVESTMENT PLAN
Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.
THE BP AMERICA SAVINGS AND
INVESTMENT PLAN
By: The BP America Savings and
Investment Plan,
Plan Administrator
By: /s/ William E. Boswell
William E. Boswell
EXHIBIT INDEX
Exhibit No. Description
4(a) Memorandum and Articles of Association of BP Amoco as
amended to date, incorporated by reference to BP
Amoco's report on Form 6-K dated January 4, 1999.
4(b) Amended and Restated Deposit Agreement dated as of
December 31, 1998 to Deposit Agreement dated as of
February 1, 1970, among BP Amoco, p.l.c., Amoco
Corporation, Morgan Guaranty Trust Company of New York
and all holders from time to time of American
Depositary Receipts issued thereunder, including the
form of American Depositary Receipts, incorporated by
reference to Exhibit (a) of post-effective Amendment
No. 1 to the Registration Statement on Form F-6 (Reg.
No. 333-9566).
4(c) The BP America Capital Accumulation Plan.
4(d) The DirectSave Plan.
4(e) The BP America Partnership Savings Plan.
4(f) The BP America Savings and Investment Plan.
4(g) The BP Amoco Share Option Plan
5(a) Opinion of Peter B.P. Bevan, General Counsel of BP
Amoco, as to the validity of the Ordinary Shares being
registered.
5(b) Opinion of Robert D. Agdern, General Counsel of BP
America, as to the validity of the plan interests
being registered.
23(a) Consent of Ernst & Young, independent auditors,
London, England.
23(b) Consent of Ernst & Young LLP, independent auditors,
Cleveland, Ohio
23(c) Consent of PricewaterhouseCoopers LLP, independent
accountants, Chicago, Illinois
23(d) Consent of Peter B.P. Bevan, General Counsel of BP
Amoco (included in Exhibit 5).
23(e) Consent of Robert D. Agdern, General Counsel of BP
America (included in Exhibit 5)
24 Powers of Attorney (included on the signature page
hereof).