AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1996
FILE NO. 33-63811
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMOCO CORPORATION
(Exact name of registrant as specified in its charter)
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-6111)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
INDIANA 36-1812780
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
S. F. GATES, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-5474)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC.
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ______
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE (*) FEE
Common Stock, without par
value........................ 10,000,000 $70.875 708,750.00 $244,397(**)
(*) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of high and low prices reported
on The New York Stock Exchange Composite Tape for February 8, 1996.
(**) In accordance with Rule 457(b), this fee shall be reduced by $110,884,
reflecting the fee paid by the Registrant on October 30, 1995 in connection
with the initial filing of this Registration Statement. As a result, the fee
payable upon filing this Amendment No. 1 is $133,513.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 14, 1996
PROSPECTUS
AMOCO CORPORATION
[LOGO]
AMOCO DIRECT ACCESS PLAN
Amoco Corporation, an Indiana corporation (the "Company" or "Amoco"), hereby
offers participation in its Amoco Direct Access Plan (the "Plan"). The Plan is
designed to provide investors with a convenient way to purchase shares of the
Company's common stock, without par value ("Common Stock"), and to reinvest the
cash dividends paid on Common Stock in additional shares of Common Stock. (See
"Amoco Direct Access Plan Description.")
KEY ASPECTS OF THE PLAN
-Investors may purchase Common Stock for the first time by calling the
Administrator (as hereinafter defined), the Company or the Registered
Broker/Dealer (as hereafter defined) to obtain a prospectus, brochure, and
enrollment form and then returning the enrollment form with an initial cash
investment of $450 to $150,000.
-Investors who already own Common Stock may participate in the Plan by
submitting a completed enrollment form and depositing a stock certificate
for five or more shares into the Plan.
-Dividend reinvestment is automatic, or participants may choose to have
dividends electronically deposited to their bank accounts.
-Participants may purchase more shares through the Plan at any time,
investing as little as $50 per investment or as much as a total of $150,000
per year. Both whole and fractional shares are credited to participants'
Plan accounts.
-Shares in the Plan are held in safe and convenient book entry form ("Book
Shares") or stock certificates are provided free of charge upon request.
-Participants have full share rights with respect to whole shares in their
Plan accounts, including the power to vote and the power to sell shares
held in the Plan.
-Because participants cannot control the timing of investments or sales
under the Plan, they also cannot control the price at which investments or
sales are made for them under the Plan.
-Transfers and gifts of shares of Common Stock in the Plan are easy.
-Participants are responsible for certain charges and fees. The Company pays
most of the costs of administration of the Plan.
Shares of Common Stock offered under the Plan may be purchased from the
Company or in the open market. Purchases and sales in the "open market" mean
those made on any securities exchange on which the Common Stock is listed, in
the over-the-counter market or in negotiated transactions with persons other
than the Company or its affiliates. At present, it is anticipated that the
shares of Common Stock required for the Plan will be purchased in the open
market and the Company will not receive any proceeds therefrom. Open market
purchases will be effected through the Independent Agent (as hereinafter
defined) selected by the Administrator. Common Stock is listed on the New York,
Chicago, Pacific, Toronto and four Swiss stock exchanges. The closing price of
the Common Stock on February 8, 1996 on the New York Stock Exchange was $71.625.
All Plan purchases of Common Stock will be made by the Administrator at the
then current market price of the Common Stock, calculated as described herein,
either in the open market or from the Company.
The initial Administrator will be the First Chicago Trust Company of New
York, which will administer the Plan, keep records, send statements of Plan
Account activity ("Statements of Account") to participants and perform other
duties related to the Plan.
This Prospectus relates to 10,000,000 shares of Common Stock offered for
purchase under the Plan.
To the extent required by applicable law in certain jurisdictions, shares of
Common Stock offered under the Plan to persons not presently holders of Common
Stock are offered only through Execution Services Incorporated or such other
registered broker/dealer(s) as may be appointed from time to time (the
"Registered Broker/Dealer") in such jurisdictions.
This Prospectus contains a summary of the material provisions of the Plan
and, therefore, this Prospectus should be retained by participants in the Plan
for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is February 14, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements, and other information can be
inspected and copied at the following regional offices of the Commission: 500
West Madison Street, Suite 1400, Chicago, Illinois, and 7 World Trade Center,
New York, New York. Copies can also be obtained from the Commission's Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is listed on the New York, Chicago, Pacific,
Toronto, and four Swiss stock exchanges. Reports, proxy statements, and other
information concerning the Company can be inspected at the New York, Chicago,
Pacific and Toronto stock exchanges.
This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act of 1933, as amended. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement, and reference is
made to the Registration Statement for further information with respect to the
Company and the shares of Common Stock registered under the Registration
Statement. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS
There are hereby incorporated by reference in this Prospectus the following
documents:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) The Company's definitive Proxy Statement dated March 13, 1995, in
connection with its Annual Meeting of Shareholders held on April 25, 1995
(other than the Board Compensation and Organization Committee Report on
Executive Compensation and the Cumulative Total Shareholder Return Five-Year
Comparison graph, which are not incorporated by reference herein);
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(c) The Company's Current Reports on Form 8-K dated April 5, 1995 and
dated April 13, 1995;
(d) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995, June 30, 1995, and September 30, 1995; and
(e) The description of Common Stock which is contained in the Company's
registration statement filed pursuant to Section 12 of the 1934 Act;
in each case filed with the Commission pursuant to the 1934 Act.
All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements (other than the portions of such proxy
statements consisting of (i) the report of any committee of the Company's Board
of Directors on executive compensation and (ii) the shareholder return
comparison graph) pursuant to Section 14 of the 1934 Act filed by the Company
after the date of this Prospectus and prior to the termination of the offering
of Common Stock made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on the
written or telephone request of any such person, a copy of any or all of the
information referred to herein which has been or may be specifically
incorporated by reference into such documents. Written requests for such copies
should be directed to Amoco Corporation, P.O. Box 87703, Chicago, Illinois
60680-0703, Attention: Shareholder Services, Mail Code 0404. Telephone requests
may be directed to (800) 638-5672.
THE COMPANY AND ITS SUBSIDIARIES
The Company was incorporated in Indiana in 1889 and has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111). The Company is a parent corporation concerned with
overall policy guidance, financing, coordination of operations, staff services,
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performance evaluation and planning for its subsidiaries. The Company and its
consolidated subsidiaries form a large integrated petroleum and chemical
enterprise.
There are three principal wholly-owned subsidiaries. These subsidiaries and
the businesses in which they are engaged are summarized below:
Amoco Production Company........ Exploration, development and
production of crude oil, natural
gas, and natural gas liquids, and
marketing of natural gas.
Amoco Oil Company............... Refining, marketing and transporting
of petroleum and related products.
Amoco Chemical Company.......... Manufacture and sale of chemical
products.
Amoco Company, a wholly owned subsidiary of Amoco Corporation, is the
holding company for these three subsidiaries and substantially all other
petroleum and chemical operating subsidiaries except Amoco Canada Petroleum
Company Ltd., which is wholly owned by Amoco Corporation.
In 1994, a major restructuring occurred that effectively eliminated the role
of the three principal subsidiaries as operating entities. The new organization
is structured around business groups divided into three sectors - exploration
and production, petroleum products and chemicals. The Exploration and Production
Sector ("E&P") includes U.S. Operations, International Operations, Canada,
Natural Gas, Worldwide Exploration, Eurasia and E&P Technology. The Petroleum
Products Sector includes Refining, Marketing, Supply and Logistics and
International Business Development. The Chemicals Sector includes Chemical
Feedstocks, Chemical Intermediates, Polymers, Fabrics and Fibers, Foam Products
and Development and Diversification.
RECENT DEVELOPMENTS
Amoco announced on January 16, 1996, that it adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of" effective in the fourth
quarter of 1995. The effect of the accounting standard was to reduce
fourth-quarter earnings by a non-cash after-tax charge of $380 million. About 80
percent of the charge related to oil and gas producing properties in North
America. Under the new standard these properties are evaluated by individual
field. Previously, the Company evaluated impairment of oil and gas properties
using an aggregated approach.
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Selected consolidated financial results of Amoco for the fourth quarter and
year of 1995 and 1994 were as follows:
YEAR
FOURTH QUARTER --------------------
(MILLIONS OF DOLLARS, EXCEPT PER 1995* 1994 1995* 1994
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SHARE AMOUNTS) (UNAUDITED)
Revenues......................... $ 8,086 $ 7,782 $ 31,001 $ 30,362
Net income....................... $ 207 $ 536 $ 1,862 $ 1,789
Earnings per share............... $ 0.42 $ 1.08 $ 3.76 $ 3.60
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* Estimated
The fourth-quarter 1995 earnings of $207 million included a $380 million
charge (after tax) related to impairment of long-lived assets, and a gain of $83
million (after tax) on the sale of the Amoco Motor Club. The 1994 fourth-quarter
earnings of $536 million included a gain of $45 million related to certain
property sales, and other net favorable adjustments of $34 million. Excluding
these items from both periods, fourth-quarter 1995 earnings would have been $504
million compared to $457 million earned in the fourth quarter of 1994. The
increase in fourth-quarter earnings primarily reflected higher chemical earnings
and strong overseas exploration and production ("E&P") results, which more than
offset low petroleum product margins. The higher chemical earnings resulted from
higher margins and volumes in several product lines. Overseas E&P earnings
increased as a result of higher crude oil prices and sales volumes, lower taxes
and other expenses and favorable currency effects, offset by higher exploration
expenses.
Full-year 1995 earnings were $1,862 million, or $3.76 per share. Excluding
impairment charges of $380 million and the $83 million gain on the sale of Amoco
Motor Club, 1995 earnings would have been $2,159 million up 25 percent from
earnings, excluding unusual items, of $1,728 million for 1994. Included in 1994
earnings were gains on property dispositions of $45 million, favorable tax
adjustments of $62 million, environmental charges of $60 million, the net impact
of restructuring charges of $256 million and the favorable crude oil excise tax
settlement of $270 million. The increase in earnings for the full-year 1995
primarily reflected higher chemical earnings resulting from both higher volumes
and margins across most product lines, and strong overseas E&P earnings.
APPLICATION OF PROCEEDS
Since the Common Stock offered under the Plan may be either (i) newly issued
shares of Common Stock purchased from the Company; or (ii) shares of
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Common Stock purchased in the open market, the number of shares of Common Stock,
if any, that the Company ultimately will sell under the Plan is not known. If
newly issued shares of Common Stock are purchased from the Company under the
Plan, the Company will receive the proceeds from such sales and will use them
for general corporate purposes, including, without limitation, the refinancing
of outstanding indebtedness of the Company or the advance or contribution of
funds to one or more of the Company's subsidiaries to be used for their general
corporate purposes, including refinancing of outstanding indebtedness. The
Company will not receive any proceeds when shares of Common Stock are purchased
in the open market for the Plan.
AMOCO DIRECT ACCESS PLAN DESCRIPTION
The following summary of the material terms and provisions of the Plan does
not purport to be a complete description and is qualified by reference to the
Plan, which is an exhibit to the Registration Statement.
PURPOSE AND OTHER CONSIDERATIONS
The purpose of the Plan is to provide interested investors and holders of
Common Stock a convenient means of investing in the Company through new
investments in Common Stock and through the regular reinvestment of cash
dividends paid on Common Stock.
Nothing contained in this Prospectus or in other Plan information represents
a recommendation by the Company or anyone else that any person buy or sell
Common Stock. A DECISION TO PARTICIPATE IN THE PLAN SHOULD BE MADE ONLY AFTER AN
INVESTOR HAS INDEPENDENTLY MADE THE NECESSARY INVESTMENT DECISION.
The value of Common Stock may increase or decrease. Plan Accounts (as
hereafter defined) are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation, or any other entity.
ADMINISTRATION
Administration of the Plan will be conducted by the individual (who may be
an employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
the Plan (the "Administrator"). THE FIRST CHICAGO TRUST COMPANY OF NEW YORK WILL
BE THE INITIAL ADMINISTRATOR.
The Administrator will also act as trustee under the trust agreement for the
Plan. The trustee will make arrangements with respect to the holding, voting and
disposing of the Common Stock under the Plan which is allocable to Plan Accounts
as Book Shares. In making these arrangements, the trustee may coordinate
activities with the Administrator with respect to the trustee functions.
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The Administrator will be responsible for administering the Plan, receiving
all cash investments made by participants, maintaining records of each
participant's Plan Account activities, issuing Statements of Account and
performing other duties required by the Plan. The Administrator will forward
funds to be used to purchase shares of Common Stock in the open market to an
agent (the "Independent Agent") selected by the Administrator that is an "agent
independent of the issuer," as that term is defined in Rules 10b-6 and 10b-18
under the 1934 Act. Additionally, the Administrator will promptly forward
purchase and sales instructions to the Independent Agent. The Independent Agent
will be responsible for purchasing and selling shares of Common Stock in the
open market for Plan Accounts in accordance with the provisions of the Plan.
Under certain circumstances the Administrator may be the Independent Agent.
Participants may contact the Administrator by writing:
The First Chicago Trust Company of New York
Post Office Box -- 2598
525 Washington Blvd.
Jersey City, New Jersey 07303
or by telephoning the Administrator, toll-free at (800) 446-2617, twenty-four
(24) hours a day, Monday through Friday and between 12:00 a.m. and 8:00 p.m. on
Saturday or at such other telephone number(s) as may be published for the Plan
from time to time. For security and quality control reasons, telephone calls may
be recorded. Written communications may be sent by telefax. Participants should
contact the Administrator for current telefax numbers. The Administrator also
serves as co-transfer agent and registrar for the Company and may have other
business relationships with the Company from time to time. The Administrator is
also the administrator of the Automatic Dividend Reinvestment Plan for
Shareholders of Amoco Corporation (the "Dividend Reinvestment Plan"), which is
being replaced by the Plan. (See "Enrollment Procedures.")
ELIGIBILITY
Any person or entity, whether or not a record holder of Amoco Common Stock,
is eligible to participate in the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described below under "Enrollment
Procedures" and (ii) in the case of persons or entities that reside outside the
United States, upon request of the Administrator, such persons or entities
warrant that participation would not violate local laws applicable to the
Company, the Plan or the participant.
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ENROLLMENT PROCEDURES
DIVIDEND REINVESTMENT PLAN INVESTORS
ALL INVESTORS IN THE DIVIDEND REINVESTMENT PLAN WILL AUTOMATICALLY BECOME
PARTICIPANTS IN THE PLAN WITHOUT SENDING IN AN ENROLLMENT FORM (AS HEREAFTER
DEFINED) OR PAYING AN ENROLLMENT FEE UNLESS THEY TERMINATE THEIR DIVIDEND
REINVESTMENT PLAN ACCOUNT BY PROVIDING WRITTEN NOTICE OF SUCH TERMINATION BY THE
DATE SPECIFIED BY THE COMPANY. Absent delivery of such notice, all shares of
Common Stock attributable to an investor under the Dividend Reinvestment Plan
will automatically be deemed to be shares allocable to a Plan Account
established for such investor, as of the date the Plan first becomes effective,
without regard to whether the investor submits certificates for such shares to
the Administrator.
OTHER PLAN APPLICANTS
After being furnished with a copy of this Prospectus, applicants may join
the Plan at any time by completing and signing the required documentation
("Enrollment Form"), submitting the enrollment fee, submitting shares of Common
Stock or an initial cash investment as described later in this Prospectus and
providing such other items and documentation as may be required by the
Administrator. (See "Record Accounts and Plan Accounts" and "Initial and
Optional Cash Investments.") Requests for copies of Enrollment Forms, as well as
copies of other Plan forms and this Prospectus, should be made to the Company,
the Administrator or the Registered Broker/Dealer in writing or by telephone.
Enrollment Forms will be processed as promptly as practicable. Participation
in the Plan will commence after the applicable enrollment fee, the properly
completed Enrollment Form, the shares of Common Stock or an initial cash
investment and any other required documentation have been received and accepted
by the Administrator.
PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES AND CHARGES IN CONNECTION
WITH THE PLAN. (SEE "FEES.")
RECORD ACCOUNTS AND PLAN ACCOUNTS
A "Record Account" means any shareholder account on the Company's stock
records reflecting Common Stock ownership, but excluding all Plan Accounts. A
"Plan Account" as to any participant means an account maintained by the
Administrator and/or the Company recording (i) the shares of Common Stock
allocable to him under the Plan and (ii) any cash held by the Administrator
pending investment or payment to such participant.
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Record holders of at least five (5) shares of Common Stock are eligible to
participate in the Plan by completing and submitting an Enrollment Form and
submitting the enrollment fee, stock certificates for at least five (5) shares
of Common Stock, executed stock powers and other documentation required by the
Administrator. Upon receipt and acceptance of these items by the Administrator,
such holder's Record Account will be converted into a Plan Account and all
shares held in such Record Account will be transferred into such Plan Account.
The holder may thereafter use the Plan services as to those shares. AFTER
BECOMING A PARTICIPANT IN THE PLAN A PARTICIPANT MAY NOT MAINTAIN A RECORD
ACCOUNT IN THE EXACT SAME NAME AS THE PLAN ACCOUNT. Shares acquired by a
participant, after the establishment of a Plan Account, in the exact same name
as the Plan Account will be automatically treated as shares held in such Plan
Account without regard to whether the participant surrenders any certificates
for such shares or submits a separate Enrollment Form.
A beneficial owner of at least five (5) shares of Common Stock registered in
the name of someone else (for example, a bank, broker or trustee) may
participate in the Plan without making an initial cash investment by having the
shares reregistered in his name and following the procedures described in the
immediately preceding paragraph for record holder enrollment in the Plan.
Beneficial owners should contact the record holder (e.g., the bank, broker or
trustee) to determine what actions they must take to accomplish such
reregistration.
After the establishment of a Plan Account, a participant may deposit any
number of additional record shares over which he has dispositive authority by
delivering certificate(s) for such shares to the Administrator and such
documentation as the Administrator may require. A beneficial owner of shares of
Common Stock registered in the name of someone else (for example, a bank, broker
or trustee) may deposit additional shares of Common Stock into his Plan Account
by having such shares reregistered in his own name and delivering the
certificate(s) for such shares to the Administrator and such documentation as
the Administrator may require.
INITIAL AND OPTIONAL CASH INVESTMENTS
Interested investors, whether or not record holders of Common Stock, may
become participants by making an initial cash investment in the Plan as
hereinafter described. APPLICANTS MUST INCLUDE A CHECK OR MONEY ORDER FOR A
MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $450 PLUS THE ENROLLMENT FEE WITH
THEIR COMPLETED ENROLLMENT FORM. Such investments may be made by personal check
or money order payable to the "FCTC-NY-Amoco." APPLICANTS SHOULD NOT SEND CASH.
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In the case of a record holder who enrolls in the Plan by making an initial
cash investment and establishes a Plan Account in the exact same name as that in
which his record shares are held, the record shares will be automatically
treated as Plan shares without regard to whether the participant surrenders any
certificates for such shares or submits a separate Enrollment Form for such
shares.
Participants may make optional cash investments of at least $50, up to a
maximum total of initial and optional cash payments of $150,000 per year. There
is no obligation to make any optional cash investments. A participant may make
optional cash investments by delivering to the Administrator a written
instruction and a personal check, money order or electronic funds transfer
payable to the "FCTC-NY-Amoco." PARTICIPANTS SHOULD NOT SEND CASH. Prior to
making electronic funds transfers, participants should contact the Administrator
to obtain an electronic funds transfer instruction. A Participant may arrange to
have a set amount of funds invested once a month through electronic funds
transfer from his predesignated account at a bank, saving association or other
financial institution ("Bank Account"). At the participant's election monthly
investments by electronic funds transfers may take place on the first or the
fifteenth (or the next business day) of the month. A participant's Bank Account
will be debited three (3) business days prior to the scheduled Investment Date
(as defined in the next paragraph). Some financial institutions charge for
electronic funds transfers. Interested participants should consult their own
financial institutions for any applicable charges. In addition, participants
will be charged a fee by the Administrator for investment by electronic funds
transfer. (See "Fees.") Participants may vary the amount and timing of such
electronic funds transfer investments from time to time upon prior written
notice to the Administrator.
The Administrator will arrange for the Independent Agent to make purchases
for the Plan at least once a week. An "Investment Date" under the Plan is the
date selected by the Administrator (or by the Independent Agent if the Company
is the Administrator) as of which shares of Common Stock are purchased for the
Plan with initial and optional cash investments. NO INTEREST WILL BE PAID ON
FUNDS HELD BY THE ADMINISTRATOR PENDING INVESTMENT. ACCORDINGLY, PARTICIPANTS
AND INTERESTED INVESTORS SHOULD TRANSMIT CASH INVESTMENTS SO AS TO REACH THE
ADMINISTRATOR SHORTLY (BUT NOT LESS THAN TWO (2) BUSINESS DAYS) BEFORE THE
DESIRED DATE OF PURCHASE. (SEE "PURCHASE AND SALE OF SHARES.")
Upon a participant's request received by the Administrator two (2) or more
business days prior to a scheduled Investment Date, a cash investment not
already invested in Common Stock will be returned, without interest, to the
participant. However, no refund of a check or money order will be made until the
funds from such instruments have been actually collected by the
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Administrator. Accordingly, such refunds may be significantly delayed. If the
request to stop investment is received by the Administrator fewer than two (2)
business days prior to a scheduled Investment Date, any cash investment then
held by the Administrator will be invested in Common Stock.
All cash investments are subject to collection by the Administrator at full
face value in U.S. funds. The method of delivery of any cash investment is at
the election of the participant and will be deemed received when actually
received by the Administrator. If the delivery is by mail, it is recommended
that the participant or interested investor use properly insured, registered
mail with return receipt requested, and that the mailing be made sufficiently in
advance of the desired date of purchase.
REINVESTMENT AND DIRECT DEPOSIT OF CASH DIVIDENDS
A participant may elect to reinvest all cash dividends paid on shares of
Common Stock allocable to his Plan Account by designating such election on an
Enrollment Form. A PARTICIPANT MAY ELECT TO HAVE DIVIDEND REINVESTMENT ONLY FOR
HIS ENTIRE PLAN ACCOUNT; DIVIDEND REINVESTMENT FOR ONLY A PORTION OF SHARES
ALLOCABLE TO A PLAN ACCOUNT IS NOT PERMITTED. IF A PARTICIPANT DOES NOT MAKE A
CONTRARY ELECTION, CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK ALLOCABLE TO A
PARTICIPANT'S PLAN ACCOUNT WILL BE AUTOMATICALLY REINVESTED IN SHARES OF COMMON
STOCK.
Cash dividends which are to be reinvested for Plan Accounts will be invested
in Common Stock beginning on the date of payment or the immediately following
business day if the dividend payment date is not a business day. (See "Purchase
and Sale of Shares.") No interest will be paid on cash dividends held by the
Administrator pending reinvestment.
A participant who elects not to reinvest cash dividends on shares of Common
Stock allocable to his Plan Account will receive such cash dividends by
electronic direct deposit to his Bank Account. To receive an electronic direct
deposit of dividend funds, participants must complete and sign an electronic
funds transfer instruction and return it to the Company. Electronic direct
deposit will become effective as promptly as practicable after receipt of an
electronic funds transfer instruction by the Company. Changes in Bank Accounts
may be made by delivering a new valid, usable completed electronic funds
transfer instruction to the Company.
If the designated electronic funds transfer route or Bank Account
identification is unusable for any reason, the Company will mail a check for the
dividend funds by First Class Mail to the participant's address of record with
an advice of the failed transmission and the Company's inability to execute
11
the electronic direct deposit of the dividend funds. Thereafter, until the
participant provides a valid, usable electronic funds transfer instruction all
dividend funds payable on shares allocable to such Plan Account shall be
reinvested in additional shares of Common Stock. PARTICIPANTS MAY NOT ELECT TO
HAVE DIVIDENDS PAID ON SHARES OF COMMON STOCK ALLOCABLE TO THEIR PLAN ACCOUNTS
SENT BY CHECK.
A participant may change his election with respect to reinvestment of cash
dividends by designating his changed election on a new Enrollment Form. If
instructions regarding a changed dividend payment election are received less
than two (2) business days before a record date for a dividend, the changed
payment method will not be implemented until after the payment of the relevant
dividend. If such instructions are received two (2) or more business days before
a record date for a dividend, the instruction will be implemented for that
dividend.
PURCHASE AND SALE OF SHARES
Shares of Common Stock purchased for participants under the Plan will be, at
the Company's election, either newly issued shares from the Company or shares of
Common Stock purchased in the open market by the Independent Agent. As of the
date of this Prospectus, shares of Common Stock purchased for participants under
the Plan will be purchased in the open market by the Independent Agent. The Plan
prohibits the Company from changing its election regarding the source of
purchases of the shares (i.e., from the Company or in the open market) more than
once in any three (3) month period. The Company will not exercise its right to
change the source of purchases of shares of Common Stock absent a recorded
determination by the Company's Board of Directors or Chief Financial Officer
that the Company's need to raise additional capital has changed or there is
another valid reason for such change.
Below are descriptions of prices for purchases and sales of shares under the
Plan. PARTICIPANTS DO NOT HAVE CONTROL OVER THE PRICE OR THE TIME AT WHICH
COMMON STOCK IS PURCHASED OR SOLD FOR THEIR PLAN ACCOUNTS. Therefore,
participants bear the market risk associated with fluctuations in the price of
Common Stock.
- The price for shares purchased from the Company will be the average of the
high and low per share sales prices of Common Stock as reported on the New
York Stock Exchange Composite Tape and published in THE WALL STREET
JOURNAL for the relevant purchase date (or, if no prices are reported for
such date, the preceding date for which prices are reported).
12
- The price for shares purchased in the open market for the Plan with
initial and optional cash investment funds will be the weighted average
price per share of all shares purchased for the Plan in the open market on
the relevant purchase date.
- The price for shares purchased in the open market for the Plan with
dividend funds will be the weighted average price per share of all shares
purchased for the Plan with the dividend funds paid to the Plan for
reinvestment on behalf of participants for a given dividend payment date.
Purchases of shares in the open market for dividend reinvestment may be
made over a period of days.
- The price for shares sold for the Plan will be the weighted average price
per share of the shares sold in the open market for the Plan on the
relevant date.
- As to all purchases and sales, each Plan Account will also be charged the
fees, expenses and any applicable deductions and/or withholdings required
by law incurred by the Plan Account in effecting such transactions. Shares
purchased or sold in the open market are subject to such additional terms
and conditions as the Administrator may determine and accept.
The cost of purchases and sales to Plan Accounts is described below:
- For shares of Common Stock purchased directly from the Company the share
acquisition cost will be the sum of the price per share charged by the
Company for those shares plus the per share amount of any fees and
expenses incurred by the Plan Account in making the purchase.
- For shares of Common Stock purchased in the open market with initial cash
investment funds and/or optional cash investment funds the share
acquisition cost will be the sum of the weighted average price per share
of the shares of Common Stock purchased in the open market for the Plan on
the relevant date, plus the per share amount of the fees and expenses
incurred by the Plan Account in making the purchase.
- For open market dividend reinvestment purchases the share acquisition cost
will be the sum of the weighted average price per share of Common Stock
purchased in the open market with the dividend funds for the relevant
dividend payment date, plus the per share amount of the fees and expenses
incurred by the Plan Account in making the purchase.
- For shares of Common Stock sold in the open market the sale cost will be
the weighted average price per share of the shares of Common Stock
13
sold in the open market for the Plan on the relevant sale date, minus the
per share amount of the fees and expenses incurred by the Plan Account in
making the sale.
The Administrator will sell shares of Common Stock allocable to any Plan
Account as soon as practicable following the Administrator's receipt of a
participant's sale instructions, but at least within the following calendar
week. The Administrator will arrange for the Independent Agent to make purchases
for the Plan at least once per week. The Administrator will invest all cash
dividends which are to be reinvested and all initial and optional cash
investments within thirty (30) days of the dividend payment date or the date the
funds are received, respectively, except where deferral is necessary to comply
with applicable federal or state securities laws. Any dividends and initial and
optional cash investments not so invested will be promptly returned by First
Class Mail to the appropriate participant or submitting person. If the New York
Stock Exchange is closed more than two (2) business days and this impairs or
precludes the Administrator's ability to comply with the investment timing
requirements described in this paragraph, the timing requirements will be waived
for the period of the closure. The Administrator will resume its investment
activities for the Plan promptly upon the reopening of the New York Stock
Exchange.
Notwithstanding anything else herein or in the Plan, no more than
thirty-five (35) calendar days will elapse (a) between a dividend payment date
and the date dividend funds for that dividend are invested in Common Stock or
paid to participants or (b) between the date initial or optional cash
investments are received by the Administrator and the date those funds are
invested in Common Stock or paid back to participants.
With regard to open market purchases and sales of shares by the Independent
Agent, none of the Company, the Administrator (if it is not also the Independent
Agent) nor any participant will have any authority or power to direct the time
or price at which shares may be purchased or sold, the markets on which the
shares are to be purchased or sold (including on any securities exchange, in the
over-the-counter market or in negotiated transactions), or the selection of the
broker or dealer (other than any Independent Agent in the case of the
Administrator) through or from whom purchases and sales may be made except that
such transactions will be made in accordance with the terms of the Plan. The
Independent Agent may commingle each participant's funds with those of other
participants for the purpose of executing purchase and sale transactions.
14
If instructions to purchase shares are received on or after the Ex-Dividend
Date (as hereafter defined) but before the related dividend payment date, the
purchase will be processed without dividend rights to the purchaser. The term
"Ex-Dividend Date" means the date as of which the New York Stock Exchange lists
the Common Stock as being subject to transfer without dividend rights to the
transferee, usually two (2) days before the record date for the related
dividend.
SALE OF SHARES
At any time, a participant may request, by delivering to the Administrator a
completed transaction request form that all or a portion of the whole shares of
Common Stock allocable to his Plan Account be sold. The sale will be implemented
as described in "Purchase and Sale of Shares". The Administrator will send a
check for the sale proceeds to the participant as soon as practicable following
such sale but in any event within fifteen (15) business days following the date
the Administrator receives the completed transaction request form.
If an instruction to sell shares of Common Stock is received by the
Administrator on or after an Ex-Dividend Date but before the related dividend
payment date, the sale will be processed without dividend rights to the
transferee of the shares. Following the receipt of the cash dividend allocable
to such shares, the Administrator will, in accordance with the transferor
participant's specified dividend payment method, either reinvest the cash
dividend or transmit the dividend to the participant's Bank Account via
electronic direct deposit, or if that fails, by check.
If instructions canceling or modifying a request to sell shares in a Plan
Account previously received by the Administrator are received later than the
same business day on which the original sale instructions were received, the
Administrator or Independent Agent, as applicable, will sell the shares pursuant
to the original sale request.
TRANSFERS/GIFTS
If a participant wishes to transfer, whether by gift, private sale or
otherwise, ownership of all or a portion of the shares of Common Stock allocable
to his Plan Account to the Plan Account of another participant or to a person or
entity not already a participant, the participant may do so by delivering to the
Administrator a completed transaction request form and such other documentation
as the Administrator may require. In the case of certificated shares,
certificates for such shares accompanied by executed stock powers and other
documentation required by the Administrator must also be delivered. The transfer
will be effected as soon as practicable following the Administrator's receipt of
the required documentation. The Administrator will promptly
15
mail by insured, First Class Mail to the transferor participant at his address
of record any certificate for record shares which may be due to the transferor
participant as a result of such transfer. Fractional shares of Common Stock may
only be transferred to another Plan Account if at the time of transfer the
transferor participant withdraws from participation in the Plan or the Company
terminates his entire Plan Account. Fractional shares may not otherwise be
transferred. All shares transferred will be credited to the transferee Plan
Account as Book Shares.
At least five (5) shares of Common Stock must be transferred and the
applicable enrollment fee must be paid by the transferor to open a Plan Account
in the name of a transferee who is not already a participant. The Administrator
will forward to the transferee a Prospectus and related documentation as soon as
reasonably practicable, whereupon the transferee will be eligible to submit
optional cash investments to the Plan. Both the transferor and the transferee
will be sent a transaction notice indicating the transfer of shares.
With respect to a transferee who is already a participant, the payment of
cash dividends on the transferred shares will be made in the same manner as
designated for the transferee's Plan Account. With respect to a transferee who
is not yet a participant, absent a direction to the contrary, dividends paid on
shares of Common Stock in the transferee's Plan Account will be reinvested in
Common Stock.
FEES
Fees and charges for Plan transactions are as follows:
DESCRIPTION AMOUNT
- ------------------------------------------------------------ ------------------------
Enrollment fee.............................................. $8.50 (upon enrollment
only)
Service charge on purchases of stock........................ 5% of amount invested up
to $3.00/transaction
maximum
Service charge for sales of shares from the Plan............ $10.00
Brokerage commissions on open market purchases.............. $.07/share
Brokerage commissions on open market sales.................. $.12/share
Service charge on electronic funds transfer debits from Bank
Accounts................................................... $1.00/transaction
Charge for checks or electronic funds transfer debits from
Bank Accounts rejected because of nonsufficient funds...... $20.00
16
The Company pays most of the costs of mailings, materials and other
administration of the Plan. All fees and charges are subject to change upon
notice to participants. Because of the structure of the fees, the cost on a per
share basis of purchasing or selling shares decreases as the number of shares
purchased or sold under the Plan increases. Participants should consider the
impact of the costs of transactions under the Plan on investment returns.
BOOK SHARES; CERTIFICATES FOR SHARES
Unless otherwise instructed by participants, participants will not receive
certificates for shares acquired through their Plan Accounts. Ownership of these
Book Shares will be evidenced solely by book entry in the Plan records. A
participant, at any time or from time to time, may request in writing a
certificate or certificates for all or any number of the whole Book Shares held
in his Plan Account. All requests will be processed promptly by the
Administrator, and in no event later than thirty (30) days after the date on
which the request is received, except where deferral is necessary under
applicable state laws or regulations. The Administrator will send the requested
certificate(s) by insured, First Class Mail to the participant.
A participant may at any time submit certificates for shares of common stock
for safekeeping by the Administrator. Common Stock so surrendered will be
allocable to a participant's Plan Account as Book Shares.
Book Shares held in a participant's Plan Account may not be pledged or
assigned. A participant who wishes to pledge or assign Book Shares must request
from the Administrator that a certificate be issued and mailed to the
participant. The participant may thereafter pledge or assign the certificated
shares.
MINIMUM PLAN ACCOUNT BALANCE
Except for participants who were automatically enrolled in the Plan because
they were investors in the Dividend Reinvestment Plan, participants must
maintain at least five (5) whole shares of Common Stock in their Plan Accounts.
If a participant (other than a former Dividend Reinvestment Plan investor who
was automatically enrolled in the Plan) does not maintain at least five (5)
whole shares of Common Stock allocable to his Plan Account, participation in the
Plan may be terminated by the Company in its discretion after written notice to
the participant and the lapse of three (3) months during which the participant
has an opportunity to purchase such additional shares of Common Stock as may be
required to achieve the five (5) whole share minimum. Upon termination, such
participant's Plan Account will be converted into a Record Account. Fractional
shares will be liquidated and their cash value determined by prorating the price
for whole shares sold in the
17
open market for the Plan for the relevant sale date minus applicable deductions
and/or withholdings required by law. A check for the value of the fractional
share will be sent by First Class Mail to the participant at his address of
record.
REPORTS TO PARTICIPANTS
Each participant will receive an annual Statement of Account showing all
transactions for his Plan Account during the current year, the number of shares
of Common Stock allocable to the Plan Account, and other information for the
Plan Account. Participants who reinvest dividends will also receive quarterly
Statements of Accounts. A transaction notice will be sent to participants
following each Book Share transaction in their Plan Accounts. Participants
should retain these Statements of Account and transaction notices in order to
establish the cost basis, for tax purposes, of shares of Common Stock acquired
under the Plan.
Participants will receive copies of all communications sent generally to
Amoco shareholders. This may include annual reports to shareholders, proxy
material, consent solicitation material and Internal Revenue Service
information, if appropriate, for reporting dividend income. All notices,
Statements of Account, transaction notices and other communications from the
Administrator to participants will be sent to the address of record; therefore,
it is important that participants promptly notify the Administrator or the
Company of any change of address.
WITHDRAWAL FROM THE PLAN
A participant may request to withdraw from Plan participation at any time.
Unless otherwise instructed, the Administrator will transfer or reclassify all
whole shares of Common Stock allocable to such participant's Plan Account to a
Record Account. The Administrator will mail by insured, First Class Mail the
appropriate stock certificates for all whole shares of Common Stock in the Plan
Account to the participant at his address of record within thirty (30) days of
receipt of the request. A participant terminating participation in the Plan will
also receive a check for the cash value of any fractional share held in his Plan
Account. The value of any fractional share will be determined by prorating the
weighted average price of shares sold for the relevant sale date minus
applicable deductions and/or withholdings required by law. After participation
in the Plan has been terminated, no further investments may be made without re-
enrolling in the Plan.
When withdrawing from the Plan, a participant may also sell all shares
allocable to his Plan Account in the manner described in "Sale of Shares." Upon
such a withdrawal the Administrator will remit to the participant a check for
the sale proceeds of shares in his Plan Account, minus the applicable
18
service charges, applicable deductions and/or withholdings required by law. The
value of any fractional share so liquidated will be determined by prorating the
weighted average price of shares sold for the relevant sale date.
If the Administrator receives instructions for the transfer or sale of Plan
shares in connection with a withdrawal from Plan participation on or after an
Ex-Dividend Date but before the related dividend payment date, the sale or
transfer will be processed without dividend rights to the transferee of the
shares. As soon as practicable following receipt of the cash dividends allocable
to such Plan Shares, the Administrator shall, in accordance with the
participant's specified payment method (a) reinvest the cash dividend and sell
the Plan Shares so purchased, remitting to the participant a check for the
weighted average price of shares sold for the relevant date multiplied by the
number of shares sold for the participant, less applicable deductions and/or
withholdings required by law, or (b) transmit the cash dividends to the
participant's Bank Account via electronic direct deposit.
If the Administrator receives instructions from a participant withdrawing
his participation in the Plan without the transfer or sale of any shares on or
after the Ex-Dividend Date but before the related dividend payment date, the
Plan withdrawal will be processed promptly and the shares allocable to the Plan
Account will be reclassified as record shares. As soon as practicable following
the receipt of the cash dividend funds allocable to the withdrawn shares, the
Administrator, in accordance with the participant's specified dividend payment
method, will arrange either (a) to reinvest the cash dividends and register the
common stock so purchased as record shares, or (b) transmit the cash dividends
to the participant via electronic direct deposit, or failing that by check.
FEDERAL INCOME TAX CONSEQUENCES
The Company believes the following is an accurate discussion of the general
tax consequences of participation in the Plan as of the date of this Prospectus.
This discussion does not reflect every possible situation that could result from
participation in the Plan, and, therefore, participants and investors
considering participating in the Plan are advised to consult their own tax
advisors with respect to the tax consequences (including federal, state, local
and other tax, including withholding laws) applicable to their particular
situations.
Participation in the Plan will not change the federal income tax
consequences of ownership of shares of Common Stock. In general, the full amount
of all cash dividends paid by the Company is includable in income even though
reinvested under the Plan.
19
In the case of participants in the Plan whose dividends are subject to U.S.
backup withholding, the Administrator will cause dividends, less any tax
required to be withheld, to be reinvested in Common Stock or sent to their Bank
Accounts by electronic funds transfer.
In the case of foreign shareholders whose dividends are subject to U.S.
federal tax withholding, the Administrator will cause dividends, less any tax
required to be withheld, to be reinvested in Common Stock or sent to their Bank
Accounts by electronic funds transfer. The filing of any documentation required
to obtain a reduction in U.S. withholding tax will be the responsibility of the
shareholder.
The above rules may not be applicable to certain participants in the Plan,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors concerning the tax consequences applicable to their situations.
At year end, the Administrator will provide the Internal Revenue Service,
with a copy to participants, with required information for tax purposes.
MISCELLANEOUS
STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS
Any shares of Common Stock distributed as an in-kind distribution or a stock
split will be held by the Administrator as Book Shares. The Administrator will
credit to each Plan Account the number of Book Shares which represents the
participant's proportionate interest in the Common Stock so distributed. In the
event of a rights offering, a participant will receive rights based upon the
total number of whole shares of Common Stock allocable to his Plan Account. In
order to exercise any such right with respect to Book Shares held in a Plan
Account, a participant must first request certificates for whole shares and then
exercise the rights in accordance with the procedures for record shareholders
applicable to such rights. The Company and/or the Administrator may establish
additional administrative procedures for such rights as may be required.
VOTING OF PROXIES/PARTICIPANTS AS SHAREHOLDERS
A participant will have the exclusive right to vote all whole shares of
Common Stock allocable to his Plan Account in person or by proxy. Whole shares
of Common Stock allocable to a Plan Account will not be voted unless the
participant or his proxy votes them. Fractional shares of Common Stock will not
be voted. All participants will be recognized as shareholders of Amoco for
purposes of eligibility for admission to the Company's shareholder meetings,
voting of shares of Common Stock allocable to their Plan Accounts (except as to
fractional shares), disposing of shares of Common Stock allocable
20
to their Plan Accounts, the communications the Company sends from time to time
to its shareholders, and for purposes relating to business combinations and
control share acquisition provisions of the Indiana Business Corporation Law
provided that (a) participants so recognized are beneficial owners of the
subject shares and (b) either the Company's, the Administrator's, the
Independent Agent's or the Trustee's records contain the names and addresses of
these participants.
LIMITATION OF LIABILITY
The Plan provides that none of the Company, its directors, officers,
employees or agents, the Administrator (including the Company if it is acting as
such), the Independent Agent or the Trustee will be liable for any act done in
good faith or for the good faith omission to act in connection with the Plan,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's Plan Account upon such participant's death prior to
receipt of notice in writing of such death, or with respect to the prices at
which shares of Common Stock are purchased or sold for the participant's Plan
Account and the times when such purchases and sales are made. In addition, none
of the Company, its directors, officers, employees or agents, the Administrator,
the Independent Agent or the Trustee shall in any way be liable with respect to
the price or performance of the Common Stock held for the Plan or for the
payment or amount of any future dividends on Common Stock. The foregoing does
not represent a waiver of any rights a participant may have under applicable
securities laws.
INTERPRETATION AND REGULATION OF THE PLAN
The officers of the Company are authorized to take such actions to carry out
the Plan as may be consistent with the Plan's terms and conditions. The Company
reserves the right to interpret and regulate the Plan as the Company deems
desirable or necessary in connection with the Plan's operations.
GOVERNING LAW
The Plan shall be construed, regulated and administered in accordance with
the laws of the State of Illinois.
CHANGE OR TERMINATION OF THE PLAN
The Company may, at any time and from time to time, at its sole option,
modify or terminate the Plan, in whole, in part or in respect of participants in
one or more jurisdictions, without the approval of participants, provided,
however, no such amendment shall result in a distribution to the Company of any
amount allocable to a Plan Account of any participant. Upon any whole or partial
termination of the Plan, the Plan Accounts of all affected participants will be
converted each individually to Record Accounts. The Administrator
21
will send each affected participant prior written notice of such Plan
termination and of the conversion of his Plan Account to a Record Account. A
fractional share in a Plan Account will be liquidated and its cash value
determined by prorating the price of whole shares sold in the open market for
the Plan for the relevant sale date minus applicable deductions and/or
withholdings required by law. A check for the value of the fractional share will
be sent by First Class Mail to the participant at his address of record.
Dividends paid thereafter on shares in the Record Account shall be transmitted
by check, or where electronic direct deposit was the preferred payment method
for the former Plan Account, by electronic funds transfer.
In the event the participant advises the Administrator of his desire to sell
or transfer all or a portion of the Common Stock allocable to his Plan Account
upon the Company's termination of the entire Plan or of his Plan Account, he may
do so pursuant to the general requirements for sale of shares. (See "Sale of
Shares.")
REGISTRATION OF COMMON STOCK FOR THE PLAN
Shares of Common Stock purchased by the Administrator for participants will
be recorded as Book Shares on Plan records and will be registered on the stock
records of the Company in the name of the nominee of the Administrator. A
participant may at any time submit certificates for shares of Common Stock for
safekeeping by the Administrator. Common Stock represented by certificates
forwarded to the Administrator for surrender will be allocable to the
participant's Plan Account as Book Shares. Shares which will be allocable to a
participant's Plan Account but for which the participant holds certificates will
be registered in the participant's name on the Company's stock records.
PLAN OF DISTRIBUTION
Common Stock offered pursuant to the Plan will be purchased, at the
Company's election, in the open market or directly from the Company.
Participants will be required to pay certain fees and charges in connection with
the Plan. (See "Fees.") Other costs related to administration of the Plan will
be paid by the Company.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 800,000,000 shares
of Common Stock, 50,000,000 shares of voting preferred stock and 50,000,000
shares of non-voting preferred stock. The description of the Common Stock is
incorporated by reference into this Prospectus. See "Incorporation of Certain
Documents" for information on how to obtain a copy of this
22
description. No shares of preferred stock are currently outstanding. As of
December 31, 1995, there were 496,402,697 shares of Common Stock issued and
outstanding.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Amoco April 5, 1995 Form 8-K have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by Jane E. Klewin, Attorney, Amoco
Corporation. Ms. Klewin owns shares of Common Stock, both directly and as a
participant in various employee benefit plans, and she is eligible to
participate in the Plan.
23
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR OF THE PLAN SINCE
THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THE DATE OF FILING OF ANY
DOCUMENTS INCORPORATED BY REFERENCE HEREIN.
------------------------
TABLE OF CONTENTS
PAGE
-----
AVAILABLE INFORMATION............. 2
INCORPORATION OF CERTAIN
DOCUMENTS........................ 2
THE COMPANY AND ITS
SUBSIDIARIES..................... 3
RECENT DEVELOPMENTS............... 4
APPLICATION OF PROCEEDS........... 5
AMOCO DIRECT ACCESS PLAN
DESCRIPTION...................... 6
PLAN OF DISTRIBUTION.............. 22
DESCRIPTION OF CAPITAL STOCK...... 22
EXPERTS........................... 23
LEGAL OPINIONS.................... 23
------------------------
10,000,000 SHARES
[LOGO]
AMOCO
CORPORATION
COMMON STOCK
(WITHOUT PAR VALUE)
---------------------
PROSPECTUS
---------------------
AMOCO DIRECT
ACCESS PLAN
FEBRUARY 14, 1996
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Registration Fee................................................. $ 244,397
Printing and Engraving........................................... 31,000
Fees of Accountants.............................................. 5,000
Blue Sky Fees and Expenses....................................... 30,000
Miscellaneous.................................................... 20,000
---------
$ 330,397
---------
---------
- ------------------------
*All amounts, other than the registration fee, are estimated and are subject to
future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of Amoco's By-Laws provides for indemnification of officers,
directors, and others to the extent permitted by the Indiana Business
Corporation Law. Amoco maintains insurance policies under which officers,
directors, and others may be indemnified against certain losses arising from
certain claims, including claims under the Securities Act of 1933.
ITEM 16. EXHIBITS.
See Index to Exhibits on page II-5.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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
this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission 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 Company hereby further 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 (and, where applicable, each filing of an employee
II-1
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this 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 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 a registrant of expenses incurred or
paid by a director, officer or controlling person of such 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.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on February 14, 1996.
AMOCO CORPORATION
(Registrant)
By /s/ JOHN L. CARL
------------------------------------
John L. Carl,
EXECUTIVE VICE-PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 14, 1996.
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
H. LAURANCE FULLER*
------------------------------------------- Chairman of the Board, President, Chief Executive Officer
(H. Laurance Fuller) and Director (Principal Executive Officer)
JOHN L. CARL*
------------------------------------------- Executive Vice President and Chief Financial Officer
(John L. Carl) (Principal Financial Officer)
JOHN R. REID*
------------------------------------------- Vice President and Controller (Principal Accounting
(John R. Reid) Officer)
W. G. LOWRIE*
------------------------------------------- President and Director
(W. G. Lowrie)
D. R. BEALL*
------------------------------------------- Director
(D. R. Beall)
RUTH BLOCK*
------------------------------------------- Director
(Ruth Block)
JOHN H. BRYAN*
------------------------------------------- Director
(John H. Bryan)
II-3
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
ERROLL B. DAVIS, JR.*
------------------------------------------- Director
(Erroll B. Davis, Jr.)
RICHARD FERRIS*
------------------------------------------- Director
(Richard Ferris)
F. A. MALJERS*
------------------------------------------- Director
(F. A. Maljers)
ROBERT H. MALOTT*
------------------------------------------- Director
(Robert H. Malott)
WALTER E. MASSEY*
------------------------------------------- Director
(Walter E. Massey)
MARTHA R. SEGER*
------------------------------------------- Director
(Martha R. Seger)
MICHAEL WILSON*
------------------------------------------- Director
(Michael Wilson)
RICHARD D. WOOD*
------------------------------------------- Director
(Richard D. Wood)
*By /s/ JOHN L. CARL
-------------------------------------- Individually and as Attorney-in-Fact
(John L. Carl)
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
- --------------- ---------------------------------------------------------------------------------------------
4(a) Amoco Direct Access Plan
4(b) Trust Agreement dated as of February 12, 1996 between Amoco Corporation and the First Chicago
Trust Company of New York
5 Opinion of J. E. Klewin, counsel for Amoco Corporation
23(a) Consent of Price Waterhouse, LLP
23(b) Consent of J. E. Klewin (included in Exhibit 5)
24* Powers of Attorney
- ------------------------
*Certain powers of attorney have been previously filed.