AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1995
REGISTRATION NO. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EXXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
NEW JERSEY 13-5409005
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
225 E. JOHN W. CARPENTER FREEWAY
IRVING, TEXAS
75062-2298
(214) 444-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
W.B. COOK, CONTROLLER
EXXON CORPORATION
225 E. JOHN W. CARPENTER FREEWAY
IRVING, TEXAS
75062-2298
(214) 444-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, 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, 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, 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,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE* PRICE* FEE
Common Stock, no par value............... 10,000,000 $68.8125 $688,125,000 $ 237,284.48
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c). Based upon the average of the high and low prices reported in
The Wall Street Journal, Southwest Edition, of June 23, 1995, for the June 22,
1995 trading day.
------------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO
COMMON STOCK REGISTERED UNDER FORM S-3 REGISTRATION STATEMENT NO. 33-49417.
________________________________________________________________________________
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 JUNE 28, 1995
PROSPECTUS
[Exxon CORPORATION LOGO]
SHAREHOLDER INVESTMENT PROGRAM
Exxon Corporation ('Exxon' or the 'Corporation') hereby offers
participation in its Shareholder Investment Program (the 'Program'). The Program
is designed to provide investors with a convenient and economical way to
purchase shares of the Corporation's Common Stock, no par value ('Common
Stock'), and to reinvest all or a portion of their cash dividends in additional
shares of Common Stock. See 'Exxon Corporation Shareholder Investment Program.'
Participants in the Program may:
Automatically reinvest cash dividends on all or a portion of their
certificated and Program shares.
Invest by making optional cash payments at any time up to a maximum of
$100,000 per year.
Deposit share certificates for safekeeping.
Shares of Common Stock required for the Program may be purchased in the
open market, in privately negotiated transactions, or from the Corporation. At
present, it is expected that such shares will be purchased on the New York Stock
Exchange and that the Corporation will not receive any proceeds therefrom. The
closing price of the Common Stock on June 22, 1995, on the New York Stock
Exchange consolidated tape, was $69 per share. Shares will be credited to
participant accounts at the average price per share of all shares purchased or
sold for participants with respect to the relevant Investment Date.
The Corporation will pay any applicable commissions or fees on participant
purchases. In connection with market purchases, brokerage commissions paid by
the Corporation on a participant's behalf are to be treated as distributions
subject to income tax in the same manner as dividends.
The price of any shares purchased from the Corporation will be the average
of the high and low sale prices of Common Stock as reported on the New York
Stock Exchange consolidated tape on the date of purchase.
This Prospectus relates to 20,000,000 shares of Common Stock offered for
purchase under the Program, approximately 9,000,000 of which have been purchased
by participants prior to the date hereof.
Shareholders who do not choose to participate in the Program will continue
to receive cash dividends, as declared, in the usual manner.
Shares offered under the Program to persons not presently shareholders of
Exxon are offered through CS First Boston Corporation.
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.
June , 1995
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the 'Exchange Act') and in accordance therewith
files reports, proxy statements, 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 public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C., and at
the Commission's regional offices at 75 Park Place, New York, New York, and 14th
Floor, 500 West Madison Street, Chicago, Illinois. Copies of such material can
also be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy
statements, and other information can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York, on which
exchange the Common Stock and certain of the Corporation's other securities are
listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Corporation with the
Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
3. The description of the Common Stock contained in the Corporation's
Registration Statement on Form 10 filed on April 9, 1935, as amended by its
Current Report on Form 8-K for the month of May 1970 and its Quarterly Report on
Form 10-Q for the quarter ended June 30, 1987.
In addition, all documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, 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 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 in any
other 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 part of this Prospectus.
The Corporation will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the information incorporated
herein by reference, other than exhibits to such information. Requests should be
addressed to: Exxon Corporation, Investor Relations, Post Office Box 160369,
Irving, Texas 75016-0369 (Telephone (214) 444-1000).
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EXXON CORPORATION SHAREHOLDER INVESTMENT PROGRAM
The following includes a complete statement of the Program.
PURPOSE; OTHER CONSIDERATIONS
The purpose of the Program is to provide useful services for Exxon
shareholders. In particular, the Program provides shareholders and others who
wish to become shareholders with a convenient way to purchase Exxon Common Stock
and to reinvest all or a portion of their cash dividends in additional shares of
Common Stock. Nothing contained in this prospectus or in other Program
information represents a recommendation by Exxon or anyone else that any person
buy or sell Exxon stock. A DECISION TO UTILIZE THE PROGRAM SHOULD ONLY BE MADE
AFTER AN INVESTOR HAS INDEPENDENTLY MADE THE NECESSARY INVESTMENT DECISION.
The value of Exxon stock may increase or decrease. Program accounts are not
insured by the Securities Investor Protection Corporation, the Federal Deposit
Insurance Corporation, or any other entity.
ADVANTAGES
Participants pay no brokerage fees in connection with PURCHASES of
Common Stock under the Program.
In addition to reinvestment of dividends, participants may invest
additional funds in Common Stock through optional cash payments of
not less than $50 and not more than $100,000 per calendar year.
Optional investments may be made by check, money order, wire
transfer, electronic funds transfer from a predesignated bank
account, or, for eligible Exxon employees and retirees, payroll or
annuity deduction. Optional investments may be made occasionally or
at regular intervals, as the participant desires.
Funds invested in the Program are fully invested through the
purchase of fractions of shares, as well as full shares, and
proportionate cash dividends on fractions of shares are used to
purchase additional shares.
Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment of at least $250
to purchase shares under the Program.
Participants may direct the Program Administrator to transfer, at
any time and at no cost to the participant, all or a portion of the
participant's Program shares to a Program account for another
person.
The Program offers a 'share safekeeping' service whereby
participants may deposit their Common Stock certificates with the
Program Administrator and have their ownership of such Common Stock
maintained on the Administrator's records as part of their Program
account.
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Quarterly statements are mailed to each participant listing all
transactions in the participant's account. The statement for the
fourth quarter will reflect all account activity for the year.
Participants may establish an IRA and contribute, transfer or roll
over amounts to the IRA through a Program account.
ADMINISTRATION
The First National Bank of Boston (the 'Administrator') will administer the
Program, purchase and hold shares of Common Stock acquired under the Program,
keep records, send statements of account activity to participants, and perform
other duties related to the Program. Participants may contact the Administrator
by writing to:
Exxon Shareholder Investment Program
c/o Bank of Boston
P.O. Box 9156
Boston, MA 02205-9156
or by telephoning the Administrator toll free at (800) 252-1800. Operators are
available between 8 a.m. and 7 p.m. Eastern time on business days and voice mail
is available 24 hours a day. Written communications may also be sent to the
Administrator by telefax. Participants should contact the Administrator for
current telefax numbers.
The Administrator also currently serves as transfer agent, registrar, and
dividend paying agent for the Corporation and may have other business
relationships with the Corporation from time to time.
ELIGIBILITY
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Program, provided that (i) such person
or entity fulfills the prerequisites for participation described below under
'Enrollment Procedures' and (ii) in the case of citizens or residents of a
country other than the United States, its territories, and possessions,
participation would not violate local laws applicable to the Corporation or the
participant.
ENROLLMENT PROCEDURES
After being furnished with a copy of this Prospectus, eligible applicants
may join the Program by completing and signing an Enrollment Form and returning
it to the Administrator. In order to participate in the Program, an enrollee
must either deposit one or more share certificates with the Administrator for
safekeeping, elect to reinvest cash dividends paid on one or more whole shares
of Common Stock, or make an initial investment. Current registered shareholders
should be sure to sign their names on the Enrollment Form exactly as they appear
on their certificates. Non-shareholders must include an initial investment of at
least $250 (and not more than $100,000) with their completed Enrollment Form
(see 'Optional Cash Investments and Initial Investments' below).
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Beneficial owners of shares of Common Stock registered in the name of
someone else (for example, a bank or broker) may participate in the Program by
transferring some or all of those shares to the Administrator for their accounts
(see 'Transfer of Shares from a Broker' below).
Enrollment Forms will be processed as promptly as practicable.
Participation in the Program will begin after the properly completed Enrollment
Form has been accepted by the Administrator.
INVESTMENT DATES
The Program's 'Investment Dates' are Thursday of each calendar week or, if
Thursday is not a day on which financial markets in New York City are open for
business, the next day on which they are so open.
OPTIONAL CASH INVESTMENTS AND INITIAL INVESTMENTS
Participants may make optional cash investments by personal check or money
order, wire investment, payroll or annuity deduction (eligible Exxon employees
and retirees only), or automatic deduction from a bank account. Optional cash
investments must be at least $50 for any single investment and may not exceed
$100,000 per calendar year. There is no obligation to make an optional cash
investment at any time, and the amount of such investments may vary from time to
time.
Initial investments, for those who do not already own Common Stock, must be
at least $250, in the form of a personal check or money order, and must be
included with the completed Enrollment Form returned to the Administrator,
except that no minimum initial investment is required for eligible Exxon
employees and retirees who initiate payroll or annuity deductions at the time of
enrollment.
Optional cash investments and initial investments must be received by the
Administrator no later than 12:00 Noon Eastern time one business day prior to an
Investment Date to be invested beginning on that Investment Date. Otherwise, the
optional cash investment or initial investment will be held by the Administrator
and invested beginning on the next Investment Date. Upon a participant's written
request received by the Administrator no later than two business days prior to
the applicable Investment Date, an optional cash investment or initial
investment not already invested under the Program will be cancelled or returned
to the participant, as appropriate. However, no refund of a check or money order
will be made until the funds have been actually received by the Administrator.
Accordingly, such refunds may be delayed by up to three weeks.
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT. Accordingly, investors should transmit optional cash investments and
initial investments so as to reach the Administrator shortly (but not later than
12:00 Noon Eastern time one business day) before an Investment Date. All
optional cash investments and initial investments are subject to collection by
the Administrator of full face value in U.S. funds.
See 'Source and Price of Shares' below.
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INVESTMENTS MAY BE MADE IN THE FOLLOWING WAYS:
Check Investment
Optional cash investments and initial investments may be made by personal
check or money order payable in U.S. dollars to 'BKB -- Exxon'. Optional cash
investments must be mailed to the Administrator together with the Cash
Investment and Other Transaction Form attached to each statement of account sent
to participants. Additional Cash Investment and Other Transaction Forms are
available upon request from the Administrator.
Wire Investment
Optional cash investments may be made by wire transfer to the
Administrator. Participants who wish to make a wire transfer should contact the
Administrator for instructions. Participants making wire investments may be
charged fees by the commercial bank initiating the transfer.
Payroll or Annuity Deduction
Eligible employees of the Corporation and its subsidiaries who are paid
through a U.S. payroll ('eligible employees'), and eligible persons receiving
annuity payments from the Corporation or its subsidiaries through a U.S.
benefits office ('eligible retirees'), may make optional cash investments under
the Program by having specified amounts (not less than $50 per month nor more
than $100,000 per calendar year) deducted from each paycheck or annuity check.
To initiate payroll or annuity deduction, an eligible employee or eligible
retiree in the Program must complete, sign, and return to the Administrator a
Payroll or Annuity Deduction Authorization Form. Forms are available upon
request from the Administrator. Forms will be processed and will become
effective as promptly as practicable.
Exxon will make payroll or annuity deductions from each payroll or annuity
check during the month and will promptly forward such funds to the
Administrator. For purposes of the Program, annuity deductions on the first of
the month will be included in the payment made to the Administrator for the
prior month. The Administrator will invest funds in Common Stock once a month
beginning on the first Investment Date. Accordingly, participants using this
investment option should recognize that, depending on the applicable pay date,
funds deducted from a particular paycheck or annuity check may not be invested
by the Administrator for several weeks. NO INTEREST WILL BE PAID ON AMOUNTS HELD
PENDING INVESTMENT.
Eligible employees and retirees who wish to enroll in the Program but who
are not shareholders may satisfy the requirement for an initial investment by
initiating payroll or annuity deduction at the time of enrollment.
Participants may change the amount of payroll or annuity deduction or
terminate payroll or annuity deduction by completing and submitting a new
Payroll or Annuity Deduction Authorization Form.
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Automatic Investment from a Bank Account
Participants may make automatic monthly investments of a specified amount
(not less than $50 per month nor more than $100,000 per calendar year) by
electronic funds transfer from a pre-designated U.S. bank account.
To initiate automatic monthly deductions, the participant must complete and
sign an Automatic Investment Form and return it to the Administrator together
with a voided blank check for the account from which funds are to be drawn.
Automatic Investment Forms may be obtained from the Administrator. Forms will be
processed and will become effective as promptly as practicable.
Once automatic monthly deduction is initiated, funds will be drawn from the
participant's designated bank account on the business day preceding the last
Investment Date of each month, and will be invested in Common Stock beginning on
that Investment Date.
Participants may change or terminate automatic monthly deduction by
completing and submitting to the Administrator a new Automatic Investment Form.
To be effective with respect to a particular month, however, the new Automatic
Investment Form must be received by the Administrator prior to the last business
day of the preceding calendar month.
REINVESTMENT OF CASH DIVIDENDS
Participants may elect to reinvest cash dividends paid on all or a portion
of the shares of Common Stock registered in their names and held in certificate
form ('certificated shares') and the shares of Common Stock held in their
Program accounts ('Program shares') by designating their election on the
Enrollment Form. Participants electing partial reinvestment of cash dividends
must designate the number of whole shares for which they want to receive cash
dividends. Dividends paid on all other certificated and Program shares in the
participant's name will be reinvested in additional shares of Common Stock.
Reinvestment levels may be changed from time to time as a participant
desires by calling the Administrator. To be effective with respect to a
particular Common Stock dividend, any change in the reinvestment election must
be received by the Administrator on or before the record date for such dividend.
The record date is usually about one month prior to the payment of the dividend.
The Corporation has historically paid cash dividends on the 10th of March, June,
September and December, or on the 11th if the 10th is a Sunday.
Once a participant elects reinvestment, cash dividends paid on certificated
and Program shares standing in that participant's name will be reinvested in
additional shares of Common Stock (see 'Source and Price of Shares' below). If
the participant has specified partial reinvestment, that portion of such
dividend payment not being reinvested will be sent to the participant by check
in the usual manner or by direct deposit, if the participant has elected the
direct deposit option (see 'Direct Deposit of
7
Dividends' below). The Administrator may, in its discretion, initiate purchase
transactions for the reinvestment of dividends prior to the actual payment of
dividends.
TERMINATION OF PARTICIPATION
A participant may terminate participation in the Program at any time by
giving written instructions to the Administrator. Upon termination, a
certificate for any whole shares held in the Program for the participant will be
issued. Alternatively, a participant may specify in the termination notice that
all (but not less than all) whole Program shares be sold. The Administrator will
make the sale beginning on the next Investment Date after receipt of the
termination notice (see 'Source and Price of Shares' below), and the participant
will receive a check for the proceeds, less an administrative charge of $5 and
applicable brokerage commissions, if any (currently approximately $.10 per
share).
Whether whole Program shares are delivered or sold, participants
terminating participation in the Program will receive a check for the cash value
of any fractional share held in their Program accounts. Fractions of shares will
be valued at the same price as whole shares sold with respect to the relevant
Investment Date. After participation in the Program has been terminated, no
further investments may be made without re-enrolling in the Program.
For participants who have elected to reinvest dividends: if notice of
termination is received on or before the fifth business day preceding a dividend
payment date, the termination will be processed as described above and a
separate check for the dividends will be mailed following the payment date. If
notice of termination is received after the fifth business day preceding a
dividend payment date, the termination will be processed after giving effect to
reinvestment of the applicable dividend.
SALE OF SHARES
Participants may request the Administrator to sell any number of whole
shares held in their Program accounts by giving written instructions to the
Administrator. The Administrator will make the sale beginning on the first
Investment Date following receipt of the request (see 'Source and Price of
Shares' below). The participant will receive the proceeds, less an
administrative charge of $5 and applicable brokerage commissions, if any
(currently approximately $.10 per share). Proceeds of shares sold through the
Program will be paid to the participant normally by check. A request to sell all
shares held in a participant's account will be treated as a termination of
participation in the Program (see 'Termination of Participation' above).
For participants who have elected to reinvest dividends: if instructions
for the sale of shares are received on or before the fifth business day
preceding a dividend payment date, the sale will be processed as described above
and a separate check for the dividends will be mailed following the payment
date. If instructions for the sale of shares are received after the fifth
business day preceding a dividend payment date, the sale will be processed after
giving effect to reinvestment of the applicable dividend.
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SOURCE AND PRICE OF SHARES
Source
To fulfill Program requirements, the Administrator may purchase or sell
shares in the open market or in privately negotiated transactions. The
Administrator may also, in its discretion, purchase shares from or sell shares
to the Corporation, to the extent the Corporation makes shares available or is
willing to purchase shares and subject to certain regulatory limitations on the
frequency with which the Corporation can change its determination to do so. It
is currently expected that shares will be purchased and sold on the New York
Stock Exchange. Market transactions are effected through agents (currently, CS
First Boston Corporation) engaged by the Administrator. The Administrator may
commingle each participant's funds with those of other participants for the
purpose of executing purchases, and may offset purchases of shares against sales
of shares to be made for participants under the Program with respect to the same
Investment Date, resulting in a net purchase or a net sale of shares.
The Administrator will purchase or sell shares as soon as practicable
beginning on the relevant Investment Date and in no event later than 30 days (in
the case of dividend reinvestment) or 35 days (in the case of initial and
optional cash investments), respectively, after the relevant Investment Date,
except where and to the extent necessary under any applicable federal securities
laws or other government or stock exchange regulations.
Dividend and voting rights on purchased shares will commence upon
settlement, which is normally three business days after purchase.
Shares purchased within a period of three (3) business days prior to and
including a dividend record date are considered purchased 'ex-dividend' and
therefore are not entitled to payment of that dividend.
Price
Shares purchased or sold for a participant with respect to a particular
Investment Date will be credited to the participant's account at the WEIGHTED
AVERAGE PRICE PER SHARE OF ALL SHARES PURCHASED OR SOLD FOR PARTICIPANTS, as
appropriate, with respect to that Investment Date. Shares purchased or sold in
the open market or in privately negotiated transactions are subject to such
terms and conditions, including price and delivery, as the Administrator may
accept. The Corporation will pay any applicable commissions or fees on the
purchase of shares, but participants will be charged with an administrative
charge and any commissions on sales as described under 'Sale of Shares' above.
The price of shares purchased from or sold to the Corporation, if any, will be
the average of the high and low sale prices of Common Stock as reported on the
New York Stock Exchange consolidated tape on the date of the transaction.
DIRECT DEPOSIT OF DIVIDENDS
Through the Program's direct deposit feature, participants may elect to
have any cash dividends not being reinvested under the Program paid by
electronic funds
9
transfer to the participant's predesignated bank account. To receive such
dividends by direct deposit, participants must first complete and sign the
Direct Deposit Authorization Form and return the Form to the Administrator.
Direct Deposit Authorization Forms are available upon request from the
Administrator.
Forms will be processed and will become effective as promptly as
practicable. Participants may change the designated account for direct deposit
or discontinue this feature by written instruction to the Administrator. In
order to be effective with respect to a particular dividend, the Direct Deposit
Authorization form and any subsequent instructions must be received by the
Administrator prior to the record date for the dividend.
SHARE SAFEKEEPING
At the time of enrollment in the Program, or at any later time,
participants may use the Program's 'share safekeeping' service to deposit any
Common Stock certificates in their possession with the Administrator. Shares
deposited will be transferred into the name of the Administrator or its nominee
and credited to the participant's account under the Program. Thereafter, such
shares will be treated in the same manner as shares purchased through the
Program.
By using the Program's share safekeeping service, participants no longer
bear the risk associated with loss, theft or destruction of stock certificates.
Also, because shares deposited with the Administrator are treated in the same
manner as shares purchased through the Program, they may be transferred or sold
through the Program in a convenient and efficient manner. See 'Termination of
Participation' and 'Sale of Shares' above and 'Gift/Transfer of Shares Within
the Program' below.
Participants who wish to deposit their Common Stock certificates with the
Administrator must send to the Administrator, preferably by registered, insured
mail, the Common Stock certificates to be deposited, along with a properly
completed Enrollment Form or Cash Investment and Other Transaction Form. Both
Forms are available from the Administrator. The certificates should not be
endorsed.
TRANSFER OF SHARES FROM A BROKER
Owners of Common Stock may wish to transfer to their Program accounts
shares owned by them but held in 'street name' through a broker or other agent.
To do so, participants must complete a Broker Transfer Form and return it to the
Administrator. The Administrator, upon receipt of a properly completed Form,
will contact the broker holding the shares of Common Stock and will arrange to
transfer those shares specified by the participant into the name of the
Administrator or its nominee for credit to the participant's account under the
Program. Broker Transfer Forms are available upon request from the
Administrator.
Share owners wishing to enroll in the Program using shares transferred from
a broker must include a properly completed Broker Transfer Form with the
Enrollment Form returned to the Administrator. Participation in the Program will
commence when
10
shares of Common Stock are received by the Administrator from the transferring
broker.
INDIVIDUAL RETIREMENT ACCOUNT
The Administrator, The First National Bank of Boston, offers an Individual
Retirement Account that invests in Common Stock through the Program (the
'Program IRA'). After being furnished with a copy of this Prospectus and the
Administrator's IRA Agreement and Disclosure Statement, individuals may open a
Program IRA by completing and signing an IRA Enrollment Form and returning it to
the Administrator with an initial contribution. The minimum initial investment
for a Program IRA is $250. For the purpose of rolling over an existing IRA or a
qualified plan distribution, the maximum annual investment does not apply. IRA
Enrollment Forms are available upon request from the Administrator.
The Program IRA referred to above is offered by the Administrator as
Trustee. Other custodians and trustees may offer similar services. The
Administrator has the right to charge reasonable fees for its IRA services. Such
fees are described in the IRA Disclosure Statement as in effect from time to
time.
GIFT/TRANSFER OF SHARES WITHIN THE PROGRAM
If a participant wishes to transfer the ownership of all or part of the
shares held in the participant's Program account to a Program account for
another person, whether by gift, private sale or otherwise, the participant may
effect such transfer by mailing a properly completed Gift/Transfer Form to the
Administrator. Requests for transfer are subject to the same requirements as for
the transfer of Common Stock certificates, including the requirement of a
Medallion signature guarantee on the stock assignment. Gift/Transfer Forms and
Stock Power Forms are available upon request from the Administrator.
Shares so transferred will continue to be held by the Administrator under
the Program. An account will be opened in the name of the transferee, if he or
she is not already a participant, and such transferee will automatically be
enrolled in the Program. If the transferee is not already a registered
shareholder or a Program participant, the donor may make a reinvestment election
for the transferee at the time of the gift. The transferee may change the
reinvestment election after the gift has been made as described under
'Reinvestment of Cash Dividends' above.
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Program account. Also, if requested
by the participant, a gift certificate acknowledging the transfer of shares will
be made available free of charge.
REPORTS TO PARTICIPANTS
Each participant will receive a quarterly statement showing the amount
invested, purchase price, the number of shares purchased, deposited, sold,
transferred, or withdrawn, the total number of shares accumulated and other
information for each
11
quarter during the year. The quarterly statement will consolidate all Program
and certificated shares standing in the participant's name. The statement for
the fourth quarter will reflect all account activity for the year. Each
participant should retain these statements so as to be able to establish the
cost basis of shares purchased under the Program for income tax and other
purposes. Duplicate statements will be available from the Administrator.
The Administrator will also send each participant a confirmation promptly
after enrollment and after each optional check or wire investment, deposit, sale
or transfer. Payroll deductions, annuity deductions, automatic monthly
deductions and dividend reinvestments will not be individually confirmed, but
rather will appear on the quarterly statements.
In addition, each participant will receive copies of the same
communications sent to other holders of shares of Common Stock, including the
Corporation's annual report to stockholders, a notice of the annual meeting and
accompanying proxy statement, and Internal Revenue Service information return,
if so required, for reporting dividend income received.
All notices, statements and reports from the Administrator to a participant
will be addressed to the participant at his or her latest address of record with
the Administrator. Therefore, participants must promptly notify the
Administrator of any change of address. To be effective with respect to mailings
of dividend checks and quarterly statements and reports for a particular
quarter, address changes must be received by the Administrator prior to the
record date for that quarter's dividend.
CERTIFICATES FOR SHARES
Shares purchased and held under the Program will be held in safekeeping by
the Administrator in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on each
statement of account. Participants may obtain a new certificate for all or some
of the whole shares of Common Stock held in their Program accounts upon written
request to the Administrator. Any remaining whole or fractional Program shares
will continue to be held by the Administrator. Withdrawal of shares in the form
of a certificate in no way affects dividend reinvestment (see 'Reinvestment of
Cash Dividends' above).
Except as described above under 'Gift/Transfer of Shares Within the
Program', shares of stock held by the Administrator for a participant's Program
account may not be pledged or assigned. A participant who wishes to pledge or
assign any such shares must request that a certificate for such shares be issued
in the participant's name.
MISCELLANEOUS
Stock Split, Stock Dividend or Rights Offering
Any dividends in Common Stock or split shares distributed by the
Corporation on Program shares will be added to the participant's account. Stock
dividends or split shares distributed on certificated shares will be mailed
directly to the participant in the
12
same manner as to shareholders who are not participating in the Program. If a
participant has elected to receive cash dividends rather than reinvest them, the
election will be adjusted proportionately in the event of a stock split.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned, that is, the total number of
Program and certificated shares standing in the participant's name.
Voting of Program Shares
Whole shares held in a Program account may be voted in person or by the
proxy sent to the participant.
Limitation of Liability
Neither the Corporation nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors) will
be liable in administering the Program for any act done in good faith nor for
any good faith omission to act, including, without limitation, any claim of
liability arising with respect to the prices or times at which shares are
purchased or sold for participants, or any change in the market value of shares,
or from failure to terminate a participant's account upon such a participant's
death. The foregoing does not represent a waiver of any rights a participant may
have under applicable securities laws.
Change or Termination of the Program
The Corporation may suspend, modify or terminate the Program at any time in
whole, in part, or in respect of participants in one or more jurisdictions.
Notice of such suspension, modification or termination will be sent to all
affected participants. No such event will affect any shares then credited to a
participant's account. Upon any whole or partial termination of the Program by
the Corporation, certificates for whole shares held in an affected participant's
account under the Program will be issued to the participant and a cash payment
will be made for any fraction of a share. Fractions of shares will be valued at
the same effective price as whole shares sold with respect to the next relevant
Investment Date as described under 'Source and Price of Shares' above.
Termination of Participation
If a participant does not own at least one whole Program or certificated
share in the participant's name, the participant's participation in the Program
may be terminated. Exxon may also terminate any participant's participation in
the Program after written notice in advance mailed to such participant at the
address appearing on the Administrator's records. Participants whose
participation in the Program has been terminated will receive certificates for
any whole shares held in their accounts and a check for the cash value of any
fractional share held in their Program accounts. Fractions of shares will be
valued at the same price as whole shares sold with respect to the next relevant
Investment Date as described under 'Source and Price of Shares' above.
13
THE CORPORATION
Exxon Corporation, the issuer of the Common Stock offered hereby, was
incorporated in the State of New Jersey in 1882. The Corporation's principal
executive office is located at 225 E. John W. Carpenter Freeway, Irving, Texas
75062-2298, and its telephone number is (214) 444-1000.
Divisions and affiliated companies of the Corporation operate in the United
States and over 100 other countries. Their principal business is energy,
involving exploration for, and production of, crude oil and natural gas,
manufacturing of petroleum products, and transportation and sale of crude oil,
natural gas and petroleum products. Exxon Chemical Company, a division of the
Corporation, is a major manufacturer and marketer of petrochemicals. The
Corporation and its affiliates are engaged in exploration for, and mining and
sale of, coal and other minerals. The Corporation also has an interest in
electric power generation in Hong Kong. Affiliates of the Corporation conduct
extensive research programs in support of these businesses.
TAX CONSEQUENCES
The Corporation believes the following is an accurate summary of the tax
consequences of participation in the Program as of the date of this Prospectus.
This summary does not reflect every possible situation that could result from
participation in the Program, and, therefore, participants in the Program are
advised to consult their own tax advisors with respect to the tax consequences
(including federal, state, local and other tax laws and U.S. tax withholding
laws) applicable to their particular situations.
In general, the amount of cash dividends paid by the Corporation is still
includable in income even though reinvested under the Program. Under this
general rule, the cost basis for federal income tax purposes of any shares
acquired through the Program will be the price at which the shares are credited
by the Administrator to the account of the participant as described in the
section entitled 'Source and Price of Shares'. In connection with market
purchases, BROKERAGE COMMISSIONS PAID BY THE CORPORATION ON A PARTICIPANT'S
BEHALF ARE TO BE TREATED AS DISTRIBUTIONS SUBJECT TO INCOME TAX in the same
manner as dividends. The amounts paid for brokerage commissions are, however,
includable in the cost bases of shares purchased. The information return sent to
participants and the IRS at year-end, if so required, will show such amounts
paid on their behalf.
The above rules may not be applicable to certain participants in the
Program, 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.
In the case of participants in the Program whose dividends are subject to
U.S. backup withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld.
14
In the case of foreign shareholders whose dividends are subject to U.S.
federal tax withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld. The filing of any documentation required
to obtain a reduction in U.S. withholding tax will be the responsibility of the
shareholder.
USE OF PROCEEDS
At present, it is expected that purchases of Common Stock under the Program
will be made in the open market and that the Corporation will not receive any
proceeds therefrom. If purchases of Common Stock are made directly from the
Corporation, the Corporation intends to use any net proceeds from the sales of
such shares for general corporate purposes.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the Program and the
validity of the shares of Common Stock offered hereby is James Earl Parsons, who
is regularly employed as Counsel for the Corporation. Mr. Parsons owns and has
options to purchase shares of Common Stock and is a participant in the Program.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Exxon Corporation Annual Report on Form 10-K for the year ended December 31,
1994 have been so incorporated in reliance on the reports of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements similarly incorporated herein by reference to all
documents subsequently filed by the Corporation pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are or
will be so incorporated in reliance on the reports of Price Waterhouse LLP, and
any other independent accountants, relating to such financial statements and on
the authority of such independent accountants as experts in auditing and
accounting in giving such reports to the extent that the particular firm has
examined such financial statements and consented to the use of their reports
thereon.
15
No dealer, salesman or any other person has been authorized to give any
information or to make any representations 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 Corporation or by any dealer or
agent. This Prospectus shall 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.
The delivery of this Prospectus at any time does not imply that information
herein is correct as of any time subsequent to the date hereof.
EXXON CORPORATION SHAREHOLDER INVESTMENT PROGRAM
TABLE OF CONTENTS
PAGE
----
Available Information.................................................................... 2
Documents Incorporated by Reference...................................................... 2
Exxon Corporation Shareholder Investment Program
Purpose; Other Considerations.......................................................... 3
Advantages............................................................................. 3
Administration......................................................................... 4
Eligibility............................................................................ 4
Enrollment Procedures.................................................................. 4
Investment Dates....................................................................... 5
Optional Cash Investments and Initial Investments...................................... 5
Reinvestment of Cash Dividends......................................................... 7
Termination of Participation........................................................... 8
Sale of Shares......................................................................... 8
Source and Price of Shares............................................................. 9
Direct Deposit of Dividends............................................................ 9
Share Safekeeping...................................................................... 10
Transfer of Shares from a Broker....................................................... 10
Individual Retirement Account.......................................................... 11
Gift/Transfer of Shares Within the Program............................................. 11
Reports to Participants................................................................ 11
Certificates for Shares................................................................ 12
Miscellaneous.......................................................................... 12
The Corporation.......................................................................... 14
Tax Consequences......................................................................... 14
Use of Proceeds.......................................................................... 15
Legal Matters............................................................................ 15
Experts.................................................................................. 15
Printed on Recycled Paper ['RECYCLED' Logo]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee................................. $237,284.48
Printing and Engraving Expenses..................................................... 5,000*
Accountants' Fees and Expenses...................................................... 3,000*
Blue Sky Fees and Expenses.......................................................... 10,000*
Miscellaneous....................................................................... 5,000*
-----------
Total.......................................................................... $260,284.48*
-----------
-----------
- ------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Exxon Corporation has no provisions for indemnification of directors or
officers in its certificate of incorporation. Article X of the By-Laws of Exxon
Corporation provides that it shall indemnify to the full extent permitted by law
any director or officer made or threatened to be made a party to any legal
action by reason of the fact that such person is or was a director, officer,
employee or other corporate agent of Exxon Corporation or any subsidiary or
served any other enterprise at the request of Exxon Corporation against
expenses, judgments, fines, penalties, excise taxes and amounts paid in
settlement. The New Jersey Business Corporation Act provides for the
indemnification of directors and officers under certain conditions.
Exxon Corporation has purchased directors and officers liability insurance
coverage from Ancon Insurance Company, Inc., an indirectly wholly-owned
subsidiary of Exxon Corporation ('Ancon'), subject to cancellation by Ancon upon
365 days' written notice. In general, such insurance provides coverage up to
$100 million for payment on behalf of directors and certain officers of Exxon
Corporation of amounts they are legally obligated to pay because of covered
risks for which Exxon Corporation is not required or permitted to indemnify
them.
ITEM 16. EXHIBITS
See Index to Exhibits.
ITEM 17. UNDERTAKINGS
(a) 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 the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(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 Commission by the registrant
pursuant
II-1
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; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, 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
either 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 against the registrant 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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Exxon
Corporation 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 on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on the 28th day of June, 1995.
EXXON CORPORATION
/S/ E. A. ROBINSON
.....................................
(E. A. ROBINSON)
VICE PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
* Chairman of the Board and Chief Executive June 28, 1995
......................................... Officer (Principal Executive Officer)
(L. R. RAYMOND)
* Director June 28, 1995
.........................................
(R. W. BROMERY)
* Director June 28, 1995
.........................................
(D. WAYNE CALLOWAY)
* Director June 28, 1995
.........................................
(JESS HAY)
* Director June 28, 1995
.........................................
(JAMES R. HOUGHTON)
* Director June 28, 1995
.........................................
(WILLIAM HOWELL)
* Director June 28, 1995
.........................................
(PHILIP E. LIPPINCOTT)
* Director June 28, 1995
.........................................
(MARILYN CARLSON NELSON)
* Director June 28, 1995
.........................................
(C. R. SITTER)
* Director June 28, 1995
.........................................
(JOHN H. STEELE)
* Director June 28, 1995
.........................................
(ROBERT E. WILHELM)
* Director June 28, 1995
.........................................
(JOSEPH D. WILLIAMS)
II-3
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
E. A. ROBINSON Treasurer (Principal Financial Officer) June 28, 1995
.........................................
(E. A. ROBINSON)
* Controller (Principal Accounting Officer) June 28, 1995
.........................................
(W. B. COOK)
*By /s/ E. A. ROBINSON
.........................................
(E. A. ROBINSON)
ATTORNEY-IN-FACT
II-4
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
- ------------ ---------------------------------------------------------------------------------------------- ----
5 -- Opinion of James Earl Parsons, counsel for Exxon Corporation...............................
23(a) -- Consent of James Earl Parsons (included in the opinion filed as Exhibit 5 to this
Registration Statement).....................................................................
23(b) -- Consent of Independent Accountants.........................................................
24 -- Power of Attorney..........................................................................