As Filed with the Securities and Exchange Commission on October 4, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MOBIL MARINE FINANCE COMPANY I INC.
MOBIL MARINE FINANCE COMPANY II INC.
MOBIL LEASE FINANCE COMPANY INC.
MOBIL CORPORATION MOBIL CHEMICAL FINANCE (TEXAS) INC.
MOBIL CHEMICAL FINANCE (LOUISIANA) INC.
(EXACT NAME OF REGISTRANT MOBIL PETRORAIL FINANCE INC.
AS SPECIFIED IN ITS CHARTER) MOBIL TRANSPORT FINANCE COMPANY INC.
MOBIL EQUIPMENT FINANCE COMPANY INC.
(EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER)
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
[EACH TO BE APPLIED FOR]
13-2850309 (I.R.S. EMPLOYER IDENTIFICATION NO.)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
C/O MOBIL CORPORATION
3225 GALLOWS ROAD 3225 GALLOWS ROAD
FAIRFAX, VIRGINIA 22037-0001 FAIRFAX, VIRGINIA 22037-0001
(703) 846-3000 (703) 846-3000
(ADDRESS INCLUDING ZIP CODE, AND (ADDRESS INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA TELEPHONE NUMBER, INCLUDING AREA
CODE, OF EACH REGISTRANT'S CODE, OF EACH REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES) PRINCIPAL EXECUTIVE OFFICES)
CHARLES H. DUBOIS
Secretary
MOBIL CORPORATION
3225 GALLOWS ROAD
FAIRFAX, VIRGINIA 22037-0001
(703) 846-3000
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
Copies To:
RALPH N. JOHANSON, JR., ESQ. JOHN B. BRADY, JR., ESQ. JOEL S. KLAPERMAN, ESQ.
MANAGING COUNSEL, CORPORATE, DEBEVOISE & PLIMPTON SHEARMAN & STERLING
FINANCE AND SECURITIES 875 THIRD AVENUE 599 LEXINGTON AVENUE
MOBIL CORPORATION NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
3225 GALLOWS ROAD (212) 909-6000 (212) 848-4000
FAIRFAX, VIRGINIA 22037-0001
(703) 846-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time, as determined by market conditions, 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, as amended, 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, 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 MAXIMUM
AMOUNT TO BE AGGREGATE OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE(2) AMOUNT OF REGISTRATION FEE
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Mobil Marine Finance Company I Inc. Pass Through Certificates
Mobil Marine Finance Company II Inc. Pass Through Certificates
Mobil Lease Finance Company Inc. Pass Through Certificates
Mobil Chemical Finance (Texas) Inc. Pass Through Certificates
Mobil Chemical Finance (Louisiana) Inc. Pass Through Certificates $650,000,000 $650,000,000
Mobil Petrorail Finance Inc. Pass Through Certificates...........
Mobil Transport Finance Company Inc. Pass Through Certificates
Mobil Equipment Finance Company Inc. Pass Through Certificates
Mobil Corporation Guaranties(3)..................................
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Total............................................................ $650,000,000 $650,000,000 $196,980
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign
currencies as shall result in an aggregate initial offering price for all
securities of $650,000,000.
(2) Estimated in accordance with Rule 457 soley for the purpose of calculating
the registration fee.
(3) No separate consideration will be received for the Mobil Corporation
Guaranties.
_____________________
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
=========================================================================
PROSPECTUS SUBJECT TO COMPLETION, OCTOBER 4, 1996
$650,000,000
PASS THROUGH CERTIFICATES
MOBIL MARINE FINANCE COMPANY I INC.
MOBIL MARINE FINANCE COMPANY II INC.
MOBIL LEASE FINANCE COMPANY INC.
MOBIL CHEMICAL FINANCE (TEXAS) INC.
MOBIL CHEMICAL FINANCE (LOUISIANA) INC.
MOBIL PETRORAIL FINANCE INC.
MOBIL TRANSPORT FINANCE COMPANY INC.
MOBIL EQUIPMENT FINANCE COMPANY INC.
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APPLICABLE UNDERLYING PAYMENTS FULLY AND UNCONDITIONALLY
GUARANTEED BY
MOBIL CORPORATION
Up to $650,000,000 aggregate public offering price of Pass Through
Certificates (the "Certificates") (or its equivalent (based on the
applicable exchange rate at the time of sale) in one or more foreign
currencies or units based on or related to currencies, including European
Currency Units) may be offered for sale from time to time pursuant to
this Prospectus and related Prospectus Supplements (as defined below).
Certificates may be issued in one or more series in amounts, at prices
and on terms to be determined at the time of the offering. In respect of
each offering of Certificates, a separate Mobil Pass Through Trust for
each series of Certificates being offered (each, a "Pass Through Trust")
will be formed pursuant to a Pass Through Trust Agreement (the "Basic
Agreement"), among Mobil Marine Finance Company I Inc., Mobil Marine
Finance Company II Inc., Mobil Lease Finance Company Inc., Mobil Chemical
Finance (Texas) Inc., Mobil Chemical Finance (Louisiana) Inc., Mobil
Petrorail Finance Inc., Mobil Transport Finance Company Inc., Mobil
Equipment Finance Company Inc. (each, a "Lessee"), Mobil Corporation
("Mobil") and State Street Bank and Trust Company (the "Trustee"), as
trustee under each Pass Through Trust, and a supplement thereto (each, a
"Trust Supplement") relating to such Pass Through Trust to be entered
into among one or more of the Lessees, Mobil and the Trustee. Each
Certificate in a series will represent a fractional undivided interest in
the related Pass Through Trust and will have no rights, benefits or
interests in respect
of any other Pass Through Trust. The property of each Pass Through Trust
will consist of notes (the "Secured Notes") issued on a nonrecourse basis
by one or more owner trustees (each, an "Owner Trustee") of one or more
separate owner trusts (each, an "Owner Trust") in connection with one or
more separate leveraged lease transactions to finance or refinance all or
a portion of the cost of certain real or personal property to be
specified in a Prospectus Supplement, which property may consist of title
to, an estate for years or a leasehold or similar interest in equipment,
manufacturing, drilling or production facilities, marine tankers, rail
cars, corporate aircraft (including engines), drilling platforms,
refineries, pipelines, chemical plants, and other real or personal
property or undivided interests therein (each such specified property,
"Leased Property"). Each Leased Property has been or will be leased or
chartered to a Lessee pursuant to separate lease agreements, sublease
agreements, charters or similar agreements (each, a "Lease"). Although
neither the Certificates nor the Secured Notes will be obligations of, or
guaranteed by, any Lessee or Mobil, the amounts unconditionally payable
under the Lease or Leases related to a Pass Through Trust will be at
least sufficient to pay in full when due all payments of principal and
interest and, except in the limited circumstances set forth in the
applicable Prospectus Supplement, premium, if any, due in respect of the
Secured Notes held in that Pass Through Trust. Mobil will fully and
unconditionally guarantee (in each case pursuant to a "Parent Guaranty")
to the holders of Certificates from time to time the full and prompt
payment of amounts payable by the Lessee under a related Lease when and
as the same shall become due and payable.
The specific terms of the particular Certificates in respect of which
this Prospectus is being delivered will be set forth in a supplement to
this Prospectus (each, a "Prospectus Supplement") which will be delivered
together with this Prospectus, and which will include, where applicable,
the specific designation, form, aggregate principal amount, initial
public offering price and distribution dates relating to such
Certificates, the currency in which such Certificates will be payable,
and the use of the net proceeds from the offering of such Certificates.
The Prospectus Supplement will also describe the Pass Through Trust or
Pass Through Trusts relating to such Certificates, the Secured Notes to
be purchased by such Pass Through Trust or Pass Through Trusts, each
Leased Property relating to such Secured Notes, the leveraged lease
transactions relating to such Secured Notes and other special terms
relating to such Certificates.
If so specified in a Prospectus Supplement related to an offering of
Certificates, the Trust Property (as defined below) of a Pass Through
Trust will consist of Secured Notes related to Leased Property which are
subordinated in right of payment to other Secured Notes related to the
same Leased Property. In respect of such offering, only Secured Notes
having the same priority of payment may be held in the same Pass Through
Trust. In addition, the related Prospectus Supplement may provide that
the Trustees on behalf of the applicable Pass Through Trusts may enter
into an intercreditor or subordination agreement establishing priorities
among series of Certificates or that one or more payments of interest on
the related Secured Notes of one or more series or distributions made by
the Trustee of the related Pass Through Trust will be supported by a
liquidity facility issued by an institution identified in the related
Prospectus Supplement.
2
Secured Notes may be issued in respect of one or more items of Leased
Property. Secured Notes in respect of a particular item of Leased
Property may be issued in one or more series, each of which may have a
different interest rate and different final maturity dates. For each
series of Certificates, the Trustee will purchase one or more Secured
Notes issued with respect to one or more items of Leased Property such
that all of the Secured Notes held in the related Pass Through Trust will
have identical interest rates (in each case equal to the rate applicable
to the Certificates issued by such Pass Through Trust), and such that the
latest maturity date for such Secured Notes will occur on or before the
final distribution date for such Certificates. Interest paid on the
Secured Notes held in each Pass Through Trust will be passed through to
the holders of the Certificates relating to such Pass Through Trust on
the dates and at the rate per annum set forth in the Prospectus
Supplement relating to such Certificates until the final distribution
date for such Pass Through Trust. Principal paid on the Secured Notes
held in each Pass Through Trust will be passed through to the holders of
the Certificates relating to such Pass Through Trust in scheduled amounts
on the dates set forth in the Prospectus Supplement relating to such
Certificates until the final distribution date for such Pass Through
Trust. The Secured Notes to be held in a Pass Through Trust will be
secured by (i) an assignment of certain of the issuing Owner Trustee's
rights as lessor or charterer under the Lease relating to the Leased
Property to which such Secured Notes relate, including the right to
receive rentals and certain other payments from the Lessee, (ii) an
assignment of certain of such Owner Trustee's rights under the Parent
Guaranty relating to such Leased Property and (iii) to the extent
specified in the applicable Prospectus Supplement, a mortgage or other
security interest in such Leased Property or in construction contracts or
other agreements, collateral accounts or other security, in each case
subject to the rights of the Lessee under the related Lease and other
rights, if any, described in the applicable Prospectus Supplement.
The Certificates may be sold to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution."
Each Prospectus Supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the Certificates in respect of
which that Prospectus Supplement is being delivered, the proposed
amounts, if any, to be purchased by underwriters and the compensation, if
any, of such underwriters or agents. See "Plan of Distribution" for
information concerning secondary trading of the Certificates.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF CERTIFICATES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
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.
3
THE DATE OF THIS PROSPECTUS IS OCTOBER 4, 1996.
4
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THESE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY RELATED PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND SUCH
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MOBIL, ANY LESSEE OR ANY
UNDERWRITERS, AGENTS OR DEALERS. THIS PROSPECTUS AND ANY RELATED PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AND ANY RELATED
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF MOBIL OR ANY LESSEE SINCE THE DATE HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
________________
TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION........................................ 6
DOCUMENTS INCORPORATED BY REFERENCE.......................... 7
FORMATION OF THE TRUSTS...................................... 8
OUTLINE OF THE LEVERAGED LEASE STRUCTURE..................... 8
USE OF PROCEEDS.............................................. 9
MOBIL CORPORATION........................................... 10
THE LESSEES................................................. 10
RATIO OF EARNINGS TO FIXED CHARGES OF MOBIL CORPORATION..... 10
DESCRIPTION OF THE CERTIFICATES............................. 11
DESCRIPTION OF THE SECURED NOTES............................ 25
FEDERAL INCOME TAX CONSEQUENCES............................. 30
CERTAIN MASSACHUSETTS TAXES................................. 34
ERISA CONSIDERATIONS........................................ 35
PLAN OF DISTRIBUTION........................................ 35
LEGAL OPINIONS.............................................. 37
EXPERTS..................................................... 37
5
AVAILABLE INFORMATION
Mobil and the Lessees have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(together with any amendments thereto, the "Registration Statement")
under the Securities and Exchange Act of 1933, as amended (the
"Securities Act"), with respect to Certificates offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, omits
certain information contained in the Registration Statement as permitted
by the rules and regulations of the Commission. For further information
with respect to Mobil, the Lessees or the Certificates offered hereby,
reference is made to the Registration Statement, exhibits, financial
statements, notes and schedules filed as part thereof, which may be
inspected at the public reference facilities of the Commission at the
addresses set forth below. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the
document or matter involved, and each such statement made herein with
respect to such contract, agreement or document shall be deemed qualified
in its entirety by such reference.
Mobil is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. The
Registration Statement, as well as such reports and other information
filed by Mobil pursuant to the Exchange Act, may be inspected and copied
(at prescribed rates) at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Regional Offices of the Commission at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission also
maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
filed electronically by Mobil. In addition, such reports, proxy
statements and other information may be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, upon
which the common stock of Mobil is traded.
No separate financial statements of any of the Lessees have been
included or incorporated by reference herein. Mobil and the Lessees do
not consider that such financial statements would be material to holders
of the Certificates because (i) all of the voting securities of each
Lessee will be owned, directly or indirectly, by Mobil, a reporting
company under the Exchange Act, (ii) each of the Lessees is a newly-
formed special purpose entity, has no independent operations and will not
engage in any activity other than leasing Leased Property and (iii) the
obligations of each of the Lessees are fully and unconditionally
guaranteed by Mobil as and to the extent described herein. See "The
Lessees," "Description of the Certificates," and "Parent Guaranties."
6
DOCUMENTS INCORPORATED BY REFERENCE
Mobil's Annual Report on Form 10-K for the year ended December 31,
1995, its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996, and its Current Reports on Form 8-K filed on
January 22, 1996, February 14, 1996, February 29, 1996, April 23, 1996,
May 13, 1996, May 17, 1996, July 22, 1996, August 7, 1996 and September
3, 1996 heretofore filed with the Commission pursuant to the Exchange Act
are hereby incorporated by reference.
All documents filed by Mobil pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Certificates offered
hereby 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 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 a
part of this Prospectus.
Mobil will provide without charge to each person to whom this
Prospectus is delivered, upon the request of such person, a copy of any
or all of the foregoing documents incorporated herein by reference (other
than exhibits unless specifically incorporated therein). Requests for
such documents should be directed to Mobil Corporation, 3225 Gallows
Road, Fairfax, Virginia 22037-0001, Attention: Secretary (telephone (703)
846-3000).
7
FORMATION OF THE TRUSTS
In respect of each offering of Certificates, a separate Pass Through
Trust for each series of Certificates being offered will be formed
pursuant to the Basic Agreement and a Trust Supplement to be entered into
among Mobil, the Trustee and one or more Lessees (each Lessee that is
liable under one or more related Leases, an "Applicable Lessee").
Following the execution and delivery of a Trust Supplement, the Trustee,
on behalf of the related Pass Through Trust, will purchase the Secured
Notes to be held in such Pass Through Trust having an interest rate
equal to the interest rate applicable to the Certificates evidencing
interests in such Pass Through Trust. The maturity date of the Secured
Notes acquired by a Pass Through Trust will occur not later than the
final scheduled distribution date applicable to the Certificates
evidencing an interest in such Pass Through Trust. The Trustee will
distribute all payments of principal, premium, if any, and interest
received by it as holder of such Secured Notes to the holders of
Certificates evidencing an interest in the Pass Through Trust in which
such Secured Notes are held. See "Description of the Certificates."
OUTLINE OF THE LEVERAGED LEASE STRUCTURE
Unless otherwise specified in the applicable Prospectus Supplement,
the Certificates offered pursuant to any Prospectus Supplement will be
issued to facilitate the acquisition by one or more Owner Trustees, each
acting not in its individual capacity (except as expressly set forth in
such Prospectus Supplement) but solely as trustee under a separate trust
agreement (each, an "Owner Trust Agreement") for one or more equity
investors (each, an "Owner Participant"), of certain items of Leased
Property. Owner Participants may include affiliates of Mobil. Not later
than the delivery date of the applicable Leased Property to an Owner
Trustee, such Owner Trustee will lease or charter such Leased Property to
a Lessee pursuant to a separate Lease. Such Lessee may initially
sublease or subcharter such Leased Property to an affiliate of Mobil.
The Owner Trustees will obtain a portion of the funding for the Leased
Property from the equity investments of the related Owner Participants,
which will be the beneficiaries of the related Owner Trusts, and will
obtain the remainder of the funding from the issuance on a non-recourse
basis of the Secured Notes to be held in the related Pass Through Trusts
and, to the extent set forth in the applicable Prospectus Supplement,
additional debt secured by such Leased Property or other sources. The
Secured Notes to be held in the Pass Through Trusts will be acquired by
the Trustee with the proceeds from the sale of Certificates.
Secured Notes relating to a particular Leased Property will be issued
under a separate indenture and security agreement or a similar agreement
(each, an "Indenture") with respect to such Leased Property. Each
Indenture will be entered into by and among a financial institution (the
"Corporate Indenture Trustee") and, where required by applicable law, an
individual who may be an officer or employee of the Corporate Indenture
Trustee (the "Individual Indenture Trustee"), as trustees thereunder (the
Corporate Indenture Trustee and the Individual Indenture Trustee, in such
capacities, the "Indenture Trustees"), and the issuing Owner Trustee. No
8
Owner Trustee or Owner Participant will be personally liable for any
amount payable under the related Indenture or the Secured Notes issued
thereunder.
The Secured Notes issued under each Indenture and held in each Pass
Through Trust will be secured by (i) an assignment of certain of the
related Owner Trustee's rights as lessor or charterer under the Lease
with respect to the applicable Leased Property, including the right to
receive certain rentals and other payments from the Applicable Lessee,
(ii) an assignment of certain of such Owner Trustee's rights under the
Parent Guaranty relating to such Leased Property, and (iii) to the
extent specified in the applicable Prospectus Supplement, a mortgage or
other security interest in such Leased Property, or in construction
contracts or other agreements, collateral accounts or other security, in
each case subject to the rights of the Applicable Lessee under the
related Lease and other rights, if any, described in the applicable
Prospectus Supplement. (Such security with respect to each Indenture
shall be referred to as the "Indenture Estate.") Unless otherwise set
forth in the applicable Prospectus Supplement, the Secured Notes issued
under an Indenture will not be secured by any of the Leased Properties
securing the Secured Notes issued under any other Indenture (including
any other Leased Properties acquired by the related Owner Trustee) and
will not be cross-defaulted with Secured Notes issued under any other
Indenture (including any other Indenture entered into by such Owner
Trustee).
The rents and other amounts payable by the Applicable Lessee under the
related Lease will be sufficient to pay in full when due all payments of
principal and interest and, except in the limited circumstances set
forth in the applicable Prospectus Supplement, premium, if any, due in
respect of the Secured Notes issued under the Indenture. The Secured
Notes will not be recourse obligations of any Owner Participant or
issuing Owner Trustee, but will be payable solely from the rents or
charter hire and other amounts payable under the Lease of the Leased
Property securing such Secured Notes and amounts realized from the
exercise of the Indenture Trustee's remedies under the Indenture against
the related Indenture Estate. Pursuant to a Parent Guaranty, Mobil will
fully and unconditionally guarantee the full and prompt payments payable
by the Applicable Lessee under the related Lease when and as the same
shall become due and payable. See "Description of the Secured Notes."
USE OF PROCEEDS
The Certificates offered pursuant to this Prospectus and a related
Prospectus Supplement will be issued in order to facilitate the financing
or refinancing of all or a portion of the cost of certain Leased Property
specified in such Prospectus Supplement. The proceeds from the sale of
Certificates in respect of such Leased Property is not expected to exceed
90% of the value of such Leased Property at the time of financing or
refinancing, which may be established by appraisal or by reference to its
original cost. Except as set forth in a Prospectus Supplement for a
specific offering of Certificates, the proceeds from the sale of the
Certificates will be used by the Trustee or Trustees on behalf of the
applicable Pass Through Trust or Pass Through Trusts to purchase Secured
Notes. See "Description of the Certificates" and "Description of the
Secured Notes." In the event that, at the time Certificates are issued,
the Secured Notes to be
9
purchased by the applicable Pass Through Trust or Pass Through Trusts are
not available for purchase, the proceeds of the sale of such Certificates
may be used by the Trustee to purchase certain limited investments on an
interim basis, as described in the applicable Prospectus Supplement. In
such event, any portion of the proceeds of the sale of such Certificates
not used for the purchase of Secured Notes on or prior to the date set
forth in such Prospectus Supplement will be distributed on a Special
Distribution Date (as defined below) to the applicable
Certificateholders, together with interest, but without premium. See
"Description of the Certificates--Delayed Purchase."
MOBIL CORPORATION
Mobil was incorporated in the State of Delaware in March 1976 and
operates primarily as a holding company. Mobil's principal business,
which is conducted primarily through wholly-owned subsidiaries, is in the
United States and international energy industries. Mobil is also a
manufacturer and marketer of petrochemicals, packaging films and
specialty chemical products. Mobil, through its subsidiaries, had
business interests in over 125 countries as at December 31, 1995. The
principal executive offices of Mobil are located at 3225 Gallows Road,
Fairfax, Virginia 22037-0001, and its telephone number is (703) 846-3000.
THE LESSEES
Each Lessee is a wholly-owned special purpose finance subsidiary of
Mobil. Each Lessee has no business activities other than leasing and
subleasing Leased Property as permitted by the Applicable Lease. Each
Lessee's offices are located at 3225 Gallows Road, Fairfax, Virginia
22037-0001, and its telephone number is (703) 846-3000.
RATIO OF EARNINGS TO FIXED CHARGES OF MOBIL CORPORATION
The following table sets forth the consolidated ratio of earnings to
fixed charges for Mobil for the periods indicated.
SIX
MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------- --------
1991 1992 1993 1994 1995 1996
Ratio of Earnings to Fixed Charges 4.6 3.9 5.7(a) 5.3 5.9 8.4
(a) Excludes the favorable effect of $205 million of interest benefits
from the resolution of prior-period tax issues.
For the purpose of computing the consolidated ratio of earnings to
fixed charges, earnings represent income before change in accounting
principle(s) decreased or increased by the excess or short-fall of
earnings over dividends from equity affiliates plus income taxes and
fixed charges, excluding capitalized interest. Fixed charges represent
interest and amortization of debt
10
discount expense (including capitalized interest) and the portion of
rents deemed representative of the interest factor.
DESCRIPTION OF THE CERTIFICATES
In connection with each offering of Certificates, one or more separate
Pass Through Trusts will be formed and one or more series of Certificates
will be issued pursuant to the Basic Agreement and one or more separate
Trust Supplements to be entered into among Mobil, the Applicable Lessee
or Applicable Lessees and the Trustee on behalf of the related Pass
Through Trust. The statements made under this caption are summaries and
do not purport to be complete. Reference is made to, and the summaries
are qualified in their entirety by reference to, the detailed provisions
of the Basic Agreement, the form of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part and which
will be qualified under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). The summaries relate to the Basic Agreement to
be entered into and each of the Trust Supplements, the Pass Through
Trusts to be formed thereby and the Certificates to be issued by each
Pass Through Trust except to the extent, if any, described in the
applicable Prospectus Supplement. Reference is also made to, and the
summaries are qualified in their entirety by reference to, the detailed
provisions of the form of Parent Guaranty, which has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.
The Trust Supplement relating to each series of Certificates and the
forms of the related Indenture, Lease, Participation Agreement or similar
agreements will be filed as exhibits to a post-effective amendment to the
Registration Statement of which this Prospectus is a part, a Current
Report on Form 8-K, a Quarterly Report on Form 10-Q or an Annual Report
on Form 10-K, as applicable, to be filed by Mobil with the Commission.
The Certificates offered pursuant to this Prospectus will be limited to
$650,000,000 aggregate public offering price (or its equivalent (based on
the applicable exchange rate at the time of sale) in one or more foreign
currencies or units based on or related to currencies, including European
Currency Units).
Certain provisions of the description of the Certificates in this
Prospectus do not necessarily apply to one Certificate of each Pass
Through Trust which may be issued in a denomination of less than $1,000.
To the extent that any provision in any Prospectus Supplement is
inconsistent with any provision in this summary, the provision of such
Prospectus Supplement will control.
GENERAL
Each Certificate will represent a fractional undivided interest in the
Pass Through Trust created by the Trust Supplement pursuant to which such
Certificate was issued and all payments and distributions shall be made
only from the related Trust Property (as defined below). The property of
each Pass Through Trust (the "Trust Property") will include the Secured
Notes held
11
in such Pass Through Trust, all monies at any time paid thereon and all
monies due and to become due thereunder and funds from time to time
deposited with the Trustee in accounts relating to such Pass Through
Trust. Each Certificate will represent a pro rata share of the
outstanding principal amount of the Secured Notes held in the related
Pass Through Trust and, unless otherwise specified in the applicable
Prospectus Supplement, will be issued in minimum denominations of $1,000
or any integral multiple thereof. The Certificates do not represent an
interest in or obligation of Mobil, any Lessee, the Trustee, any of the
Indenture Trustees or Owner Trustees in their individual capacities, any
Owner Participant, or any of their respective affiliates. Each
Certificateholder by its acceptance of a Certificate agrees to look
solely to the income and proceeds from the Trust Property as provided in
the Basic Agreement and the applicable Trust Supplement.
No holder of a Certificate issued with respect to a Pass Through Trust
will have any rights, benefits or interests in respect of any other Pass
Through Trust or in the property held by any other Pass Through Trust.
All payments and distributions on the Certificates will be made only from
the related Trust Property, or pursuant to intercreditor, subordination
or similar agreements to which the related Trustee may be a party.
Secured Notes issued under an Indenture may be held in more than one
Pass Through Trust and one Pass Through Trust may hold Secured Notes
issued under more than one Indenture.
Interest will be passed through to Certificateholders of each Pass
Through Trust at the rate per annum payable on the Secured Notes held in
such Pass Through Trust, as set forth for such Pass Through Trust on the
cover page of the applicable Prospectus Supplement.
None of the Basic Agreement, the Indentures nor the Leases will include
financial covenants or "event risk" provisions that would afford
Certificateholders protection in the event of a highly leveraged or other
transaction involving Mobil or the Lessees. The Certificateholders will
have the benefit of a lien on the Leased Property and the other property
in each Indenture Estate securing the Secured Notes held in the related
Pass Through Trust, as discussed under "Description of the Secured Notes-
-Security."
Reference is made to the Prospectus Supplement that accompanies this
Prospectus for a description of the specific series of Certificates being
offered thereby, including: (1) the specific designation and title of
such Certificates; (2) the Regular Distribution Dates (as defined below)
and Special Distribution Dates (as defined below) applicable to such
Certificates; (3) the currency or currencies (including currency units)
in which such Certificates may be denominated; (4) the specific form of
such Certificates, including whether or not such Certificates are to be
issued in accordance with a book-entry system; (5) a description of the
Secured Notes to be purchased by the related Pass Through Trust,
including the period or periods within which, the price or prices at
which, and the terms and conditions upon which such Secured Notes may or
must be redeemed, purchased or defeased in whole or in part, by the
Applicable Lessee or the related Owner Trustee or Owner Participant, (6)
a description of the related Leased Property and the rights and interests
of the related Owner Trustee, the
12
Applicable Lessee and others therein; (7) a description of the related
Indenture, including a description of the events of default under the
related Indenture, the remedies exercisable upon the occurrence of such
events of default and any limitations on the exercise of such remedies
with respect to such Secured Notes; (8) a description of the related
Lease, Owner Trust Agreement and Participation Agreement, including (a)
the names of the related Owner Trustees, (b) a description of the events
of default under the related Leases, the remedies exercisable upon the
occurrence of such events of default and any limitations on the exercise
of such remedies with respect thereto, and (c) the rights of the related
Owner Trustee, if any, and/or Owner Participant, if any, to cure failures
of the Applicable Lessee to pay rent under the related Lease; (9) the
extent, if any, to which the provisions of the operative documents
applicable to such Secured Notes may be amended by the parties thereto
without the consent of the holders of, or only upon the consent of the
holders of a specified percentage of aggregate principal amount of, such
Secured Notes; (10) the terms of the related Parent Guaranty; (11) the
terms of any intercreditor, subordination or similar agreement relating
to the Certificates or Secured Notes or of any liquidity or credit
facility and (12) any other special terms pertaining to such Certificates
or Secured Notes, including any modification of the terms set forth
herein.
If any Certificates are denominated in one or more foreign currencies
or currency units, the restrictions, certain United States federal income
tax considerations, specific terms and other information with respect to
such Certificates and such foreign currency or currency units will be set
forth in the applicable Prospectus Supplement.
BOOK-ENTRY REGISTRATION
GENERAL
If specified in the applicable Prospectus Supplement, the Certificates
issued thereunder will be subject to the provisions described below and
under the caption "--Definitive Certificates." Upon issuance, each series
of Certificates will be represented by one fully registered global
certificate. Each global certificate will be deposited with, or on
behalf of, The Depository Trust Company ("DTC") and registered in the
name of Cede & Co. ("Cede"), or its nominee. No person acquiring an
interest in such Certificates ("Certificate Owner") will be entitled to
receive a certificate representing such person's interest in such
Certificates, except as set forth below under "--Definitive
Certificates." Unless and until Definitive Certificates (as defined
below) are issued under the limited circumstances described herein and in
the applicable Prospectus Supplement, all references to actions by
Certificateholders shall refer to actions taken by DTC upon instructions
from DTC Participants (as defined below), and all references herein to
distributions, notices, reports and statements to Certificateholders
shall refer, as the case may be, to distributions, notices, reports and
statements to DTC or Cede, as the registered holder of such Certificates,
or to DTC Participants for distribution to Certificate Owners in
accordance with DTC procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the
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New York Uniform Commercial Code and a "clearing agency" registered
pursuant to section 17A of the Exchange Act. DTC holds securities for
its participants ("DTC Participants") and facilitates the clearance and
settlement of securities transactions between DTC Participants through
electronic computerized book-entries in DTC Participants' accounts,
thereby eliminating the need for physical movement of certificates. DTC
Participants include securities brokers and dealers, banks, trust
companies and clearing corporations. Indirect access to the DTC system
also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
DTC Participant either directly or indirectly ("Indirect Participants").
Certificate Owners that are not DTC Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership
of, or other interests in, the Certificates may do so only through DTC
Participants and Indirect Participants. In addition, Certificate Owners
will receive all distributions of principal and interest from the Trustee
through DTC Participants or Indirect Participants, as the case may be.
Under a book-entry format, Certificate Owners may experience some delay
in their receipt of payments, because such payments will be forwarded by
the Trustee to Cede, as nominee for DTC. DTC will forward such payments
in same-day funds to DTC Participants who are credited with ownership of
the Certificates in amounts proportionate to the principal amount of each
such DTC Participant's respective holdings of beneficial interests in the
Certificates. DTC Participants will thereafter forward payments to
Indirect Participants or Certificate Owners, as the case may be, in
accordance with customary industry practices. The forwarding of such
distributions to the Certificate Owners will be the responsibility of
such DTC Participants. Unless and until the Definitive Certificates are
issued under the limited circumstances described herein, the only
"Certificateholder" will be Cede, as nominee of DTC. Certificate Owners
will not be recognized by the Trustee as Certificateholders, as such term
is used in the Basic Agreement, and Certificate Owners will be permitted
to exercise the rights of Certificateholders only indirectly through DTC
and DTC Participants.
Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to make book-entry
transfers of the Certificates among DTC Participants on whose behalf it
acts with respect to the Certificates and to receive and transmit to DTC
Participants distributions of principal, premium, if any, and interest
with respect to the Certificates. DTC Participants and Indirect
Participants with which Certificate Owners have accounts with respect to
the Certificates similarly are required to make book-entry transfers and
receive and transmit such payments on behalf of their respective
customers. Accordingly, although Certificate Owners will not possess the
Certificates, the Rules provide a mechanism by which Certificate Owners
will receive payments and will be able to transfer their interests.
Because DTC can only act on behalf of DTC Participants, who in turn act
on behalf of Indirect Participants, the ability of a Certificate Owner to
pledge the Certificates to persons or entities that do not participate in
the DTC system, or to otherwise act with respect to such Certificates,
may be limited due to the lack of a physical certificate for such
Certificates.
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DTC will take any action permitted to be taken by a Certificateholder
under the Basic Agreement only at the direction of one or more DTC
Participants to whose accounts with DTC the Certificates are credited.
Additionally, in the event any action requires approval by
Certificateholders of a certain percentage of beneficial interest in each
Pass Through Trust, DTC will take such action only at the direction of
and on behalf of DTC Participants whose holders include undivided
interests that satisfy any such percentage. DTC may take conflicting
actions with respect to other undivided interests to the extent that such
actions are taken on behalf of DTC Participants whose holders include
such undivided interests.
None of Mobil, the Lessees or the Trustee will have any liability for
any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Certificates held by Cede, as
nominee for DTC, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The applicable Prospectus Supplement will specify any additional book-
entry registration procedures applicable to Certificates denominated in a
currency other than United States dollars.
The information in this section concerning DTC and DTC's book-entry
system has been attained from sources that Mobil believes to be reliable,
but neither Mobil nor any Lessee has independently verified such
information or takes responsibility for its accuracy.
DEFINITIVE CERTIFICATES
Certificates will be issued in fully registered certificated form
("Definitive Certificates") to Certificate Owners or their nominees,
rather than to DTC or its nominee, only if (i) the Applicable Lessee
advises the Trustee in writing that DTC is no longer willing or able to
discharge properly its responsibilities as depository with respect to
such Certificates and the Trustee or such Lessee is unable to locate a
qualified successor, (ii) the Applicable Lessee, at its option, elects to
terminate the book-entry system through DTC or (iii) after the occurrence
of certain events of default or other events specified in the related
Prospectus Supplement, Certificate Owners of Certificates evidencing
fractional undivided interests aggregating not less than a majority in
interest in the related Pass Through Trust advise the Trustee, the
Applicable Lessee and DTC through DTC Participants in writing that the
continuation of a book-entry system through DTC (or a successor thereto)
is no longer in the Certificate Owners' best interest.
Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee will be required to notify all Certificate Owners
through DTC Participants of the availability of Definitive Certificates.
Upon surrender by DTC of the global certificates representing the
Certificates and receipt of instructions for re-registration, the Trustee
will reissue the Certificates as Definitive Certificates to Certificate
Owners.
Distributions of principal, premium, if any, and interest with respect
to Certificates will thereafter be made by the Trustee directly in
accordance with the procedures set forth in the
15
Basic Agreement and the applicable Trust Supplements, to holders in whose
names the Definitive Certificates were registered at the close of
business on the applicable record date. Such distributions will be made
by check mailed to the address of such holder as it appears on the
register maintained by the Trustee. The final payment on any
Certificate, however, will be made only upon presentation and surrender
of such Certificate at the office or agency specified in the notice of
final distribution to Certificateholders.
Definitive Certificates will be freely transferable and exchangeable at
the office of the Trustee upon compliance with the requirements set forth
in the Basic Agreement and the applicable Trust Supplements. No service
charge will be imposed for any registration of transfer or exchange, but
payment of a sum sufficient to cover any tax or other governmental charge
shall be required.
PAYMENTS AND DISTRIBUTIONS
Payments of principal, premium, if any, and interest with respect to
the Secured Notes held in each Pass Through Trust will be distributed by
the Trustee, upon receipt, to Certificateholders of such Pass Through
Trust on the dates and in the currency specified in the applicable
Prospectus Supplement, except in certain cases when some or all of such
Secured Notes are in default as described in the applicable Prospectus
Supplement. Payments of principal of, and interest on, the Secured Notes
held in each Pass Through Trust will be scheduled to be received by the
Trustee on the dates specified in the applicable Prospectus Supplement
(such scheduled payments of interest and principal on the Secured Notes
to the Trustee are herein referred to as "Scheduled Payments," and the
dates specified in the applicable Prospectus Supplement for distribution
of Scheduled Payments by the Trustee are herein referred to as "Regular
Distribution Dates"). Each Certificateholder of each Pass Through Trust
will be entitled to receive a pro rata share of any distribution in
respect of Scheduled Payments of principal and interest made on the
Secured Notes held in such Pass Through Trust. The Regular Distribution
Dates on which, and the amounts in which, Scheduled Payments of principal
on the Secured Notes held in each Pass Through Trust are payable will be
set forth in the accompanying Prospectus Supplement.
Payments of principal, premium, if any, and interest received by the
Trustee on account of the redemption or purchase, if any, of any of the
Secured Notes held in a Pass Through Trust, and payments received by the
Trustee following an Event of Default (as defined below) in respect of
any of the Secured Notes held in a Pass Through Trust (including payments
received by the Trustee on account of the purchase by the related Owner
Trustees or Owner Participants of such Secured Notes or payments received
on account of the sale of such Secured Notes by the Trustee) ("Special
Payments") will be distributed on a date or dates described in the
accompanying Prospectus Supplement (each, a "Special Distribution Date").
The Trustee will mail notice to the Certificateholders of record of the
related Pass Through Trust not less than 20 days prior to the Special
Distribution Date on which any Special Payment is scheduled to be
distributed by the Trustee in the event the Secured Notes are to be
redeemed or purchased prior to their maturity and, in all other
instances, as soon as practicable after the Trustee has received the
Special Payment. The notice will specify the anticipated Special
Distribution Date, the
16
amount of such anticipated Special Payment, the reason for the Special
Payment and the total amount to be distributed if such Special
Distribution Date is the same date as a Regular Distribution Date. Each
distribution of a Special Payment, other than a final distribution, on a
Special Distribution Date for a Pass Through Trust will be made by the
Trustee to the Certificateholders of such Pass Through Trust on the
record date prior to such Special Distribution Date.
The Basic Agreement requires that the Trustee establish and maintain,
for the benefit of the Certificateholders of each Pass Through Trust, one
or more non-interest bearing accounts (with respect to each such Pass
Through Trust, the "Certificate Account") for the deposit of payments
representing Scheduled Payments on the Secured Notes held in the related
Pass Through Trust. The Basic Agreement also requires that the Trustee
establish and maintain, for the benefit of the Certificateholders of each
Pass Through Trust, one or more non-interest bearing accounts (with
respect to each such Pass Through Trust, the "Special Payments Account")
for the deposit of payments representing Special Payments. Pursuant to
the terms of the Basic Agreement, the Trustee is required to deposit any
Scheduled Payments on the Secured Notes held in the applicable Pass
Through Trust received by it in the Certificate Account for such Pass
Through Trust and to deposit any Special Payments so received by it in
the Special Payments Account for such Pass Through Trust. All amounts so
deposited will be distributed by the Trustee on a Regular Distribution
Date or a Special Distribution Date, as the case may be, to the
Certificateholders of such Pass Through Trust.
If any Regular Distribution Date or Special Distribution Date is not a
business day, distributions scheduled to be made on such Regular
Distribution Date or Special Distribution Date may be made on the next
succeeding business day without interest.
POOL FACTORS
Unless there has been an early redemption, or a purchase of one or more
of the Secured Notes held in a Pass Through Trust by the related Owner
Trustee or Owner Participant after an Indenture Event of Default (as
defined below), a default in the payment of principal in respect of one
or more issues of the Secured Notes held in a Pass Through Trust or
certain actions have been taken following a default thereon, as described
in the applicable Prospectus Supplement, the Pool Factor (as defined
below) for each Pass Through Trust will decline in proportion to the
scheduled repayments of principal on the Secured Notes held in such Pass
Through Trust as described in the applicable Prospectus Supplement. In
the event of such redemption, purchase or default, the Pool Factor and
the Pool Balance (as defined below) of each Pass Through Trust so
affected will be recomputed after giving effect thereto and notice
thereof will be mailed to the Certificateholders of such Pass Through
Trust. Each Pass Through Trust will have a separate Pool Factor.
Unless otherwise described in the applicable Prospectus Supplement, the
"Pool Balance" for each Pass Through Trust indicates, as of any Regular
Distribution Date or Special Distribution Date, the aggregate unpaid
principal amount of the Secured Notes held in such Pass Through
17
Trust on such date plus any amounts in respect of principal on such
Secured Notes held by the Trustee and not yet distributed. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date
or Special Distribution Date shall be computed after giving effect to the
payment of principal, if any, on the Secured Notes held in such Pass
Through Trust and the distribution thereof to be made on that date.
Unless otherwise described in the applicable Prospectus Supplement, the
"Pool Factor" for each Pass Through Trust as of any Regular Distribution
Date or Special Distribution Date is the quotient (rounded to the seventh
decimal place) computed by dividing (i) the then outstanding Pool Balance
by (ii) the aggregate original principal amount of the Certificates
issued by such Pass Through Trust. The Pool Factor for each Pass Through
Trust as of any Regular Distribution Date or Special Distribution Date
shall be computed after giving effect to the payment of principal, if
any, on the Secured Notes held in such Pass Through Trust and
distribution thereof to be made on that date. The Pool Factor for each
Pass Through Trust will initially be 1.0000000; thereafter, the Pool
Factor for each Pass Through Trust will decline as described above to
reflect reductions in the Pool Balance of such Pass Through Trust. The
amount of a Certificateholder's pro rata share of the Pool Balance of a
Pass Through Trust can be determined by multiplying the original
denomination of the holder's Certificate of such Pass Through Trust by
the Pool Factor for such Pass Through Trust as of the applicable Regular
Distribution Date or Special Distribution Date. The Pool Factor and the
Pool Balance for each Pass Through Trust will be mailed to
Certificateholders of such Pass Through Trust on each Regular
Distribution Date and Special Distribution Date.
REPORTS TO CERTIFICATEHOLDERS
On each Regular Distribution Date and Special Distribution Date, the
Trustee will include with each distribution of a Scheduled Payment or
Special Payment to Certificateholders of the related Pass Through Trust a
statement, giving effect to such distribution to be made on such Regular
Distribution Date or Special Distribution Date, as the case may be,
setting forth the following information (per $1,000 aggregate principal
amount of Certificate for such Pass Through Trust, as to (i) and (ii)
below):
(i) the amount of such distribution allocable to principal and the
amount allocable to premium, if any;
(ii) the amount of such distribution allocable to interest; and
(iii) the Pool Balance and the Pool Factor for such Pass Through
Trust.
So long as the Certificates are registered in the name of Cede, as
nominee for DTC, on the record date prior to each Regular Distribution
Date and Special Distribution Date, the Trustee will request from DTC a
Securities Position Listing setting forth the names of all DTC
Participants reflected on DTC's books as holding interests in the
Certificates on such record date. On each Regular Distribution Date and
Special Distribution Date, the Trustee will mail
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to each such DTC Participant the statement described above and will make
available additional copies as requested by such DTC Participant for
forwarding to Certificate Owners.
In addition, after the end of each calendar year, the Trustee will
prepare for each Certificateholder of each Pass Through Trust at any time
during the preceding calendar year a report containing the sum of the
amounts determined pursuant to clauses (i) and (ii) above with respect to
the Pass Through Trust for such calendar year or, in the event such
person was a Certificateholder during only a portion of such calendar
year, for the applicable portion of such calendar year, and such other
items as are readily available to the Trustee and which a
Certificateholder shall reasonably request as necessary for the purpose
of such Certificateholder's preparation of its federal income tax
returns. Such report and such other items shall be prepared on the basis
of information supplied to the Trustee by the DTC Participants and shall
be delivered by the Trustee to such DTC Participants to be available for
forwarding by such DTC Participants to Certificate Owners in the manner
described above.
At such time, if any, as the Certificates are issued in the form of
Definitive Certificates, the Trustee will prepare and deliver the
information described above to each Certificateholder of record of each
Pass Through Trust as the name and period of beneficial ownership of such
Certificateholder appears on the records of the registrar of the
Certificates.
VOTING OF SECURED NOTES
The Trustee, as holder of the Secured Notes held in a Pass Through
Trust, will have the right to vote and give consents and waivers with
respect to such Secured Notes under the related Indenture. The Basic
Agreement and related Trust Supplement will set forth (i) the
circumstances in which a Trustee may direct any action or cast any vote,
as the holder of the Secured Notes held in the applicable Pass Through
Trust, in its own discretion, (ii) the circumstances in which such
Trustee shall seek instructions from the Certificateholders of such Pass
Through Trust and (iii) the percentage of Certificateholders required to
direct such Trustee to take any such action.
EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN EVENT OF DEFAULT
The Prospectus Supplement for a series of Certificates will specify the
events of default under the Basic Agreement (an "Event of Default") and
the related Indenture (an "Indenture Event of Default"). Certain of the
Indenture Events of Default will arise with reference to events of
default under the relevant Lease (a "Lease Event of Default"). Since the
Secured Notes issued under an Indenture may be held in more than one Pass
Through Trust, a continuing Indenture Event of Default under such
Indenture would result in an Event of Default under each Pass Through
Trust holding such Secured Notes. Unless otherwise provided in a
Prospectus Supplement, all of the Secured Notes issued under the same
Indenture will relate only to specified Leased Property, there will be no
cross-collateralization or cross-default provisions in the Indentures,
and events resulting in an Indenture Event of Default under any
particular Indenture will not necessarily result in an Indenture Event of
Default occurring under any other
19
Indentures. If an Indenture Event of Default occurs in fewer than all of
the Indentures related to a Pass Through Trust, notwithstanding the
treatment of Secured Notes issued under any related Indenture under which
an Indenture Event of Default has occurred, payments of principal and
interest on the Secured Notes issued pursuant to any related Indenture
with respect to which an Indenture Event of Default has not occurred will
continue to be made as originally scheduled.
The ability of the applicable Owner Trustee or Owner Participant under
the related Indenture to cure Indenture Events of Default, including
Indenture Events of Default that result from the occurrence of a Lease
Event of Default under the related Lease, will be described in the
applicable Prospectus Supplement.
The ability of the Certificateholders with respect to any one Pass
Through Trust to cause the Indenture Trustee with respect to any Secured
Notes held in such Pass Through Trust to accelerate the Secured Notes
under the related Indenture or to direct the exercise of remedies by the
Indenture Trustee under the related Indenture will depend, in part, upon
the proportion between the aggregate principal amount of the Secured
Notes outstanding under such Indenture and held in such Pass Through
Trust and the aggregate principal amount of all Secured Notes outstanding
under such Indenture. If Secured Notes outstanding under an Indenture
are held by more than one Pass Through Trust, then each Pass Through
Trust will hold Secured Notes with different terms from the Secured Notes
held in the other Pass Through Trusts and therefore the
Certificateholders of a Pass Through Trust may have divergent or
conflicting interests from those of the Certificateholders of the other
Pass Through Trusts holding Secured Notes relating to the same Indenture.
In addition, so long as the same institution acts as Trustee of each Pass
Through Trust, in the absence of instructions from the Certificateholders
of any such Pass Through Trust, the Trustee for such Pass Through Trust
could for the same reason be faced with a potential conflict of interest
upon an Indenture Event of Default. In such event, the Basic Agreement
will provide that the Trustee will resign as trustee of one or all such
Pass Through Trusts, and a successor trustee will be appointed in
accordance with the terms of the Basic Agreement.
The Prospectus Supplement for a series of Certificates will specify
whether and under what circumstances the Trustee may or shall sell for
cash to any person all or part of the Secured Notes held in a Pass
Through Trust. Any proceeds received by the Trustee upon any such sale
shall be deposited in the Special Payments Account for the
Certificateholders of such series and shall be distributed to the
Certificateholders of the related Pass Through Trust on a Special
Distribution Date. The market for Secured Notes in default may be very
limited, and there can be no assurance that they could be sold for a
reasonable price. Furthermore, so long as the same institution acts as
Trustee of multiple Pass Through Trusts, it may be faced with a conflict
in deciding from which Pass Through Trust to sell Secured Notes to
available buyers. If the Trustee sells any such Secured Notes with
respect to which an Indenture Event of Default exists for less than their
outstanding principal amount, the Certificateholders of such Pass Through
Trust will receive a smaller amount of principal distributions than
anticipated and will not have any claim for the shortfall against Mobil,
any Lessee, any Owner Trustee, any Owner Participant or the Trustee.
Furthermore, neither the Trustee nor the Certificateholders of such
20
Pass Through Trust could take any action with respect to any remaining
Secured Notes held in such Pass Through Trust so long as no Indenture
Events of Default exist with respect thereto.
Any amount, other than Scheduled Payments received on a Regular
Distribution Date, distributed to the Trustee of any Pass Through Trust
by the Indenture Trustee under any Indenture on account of the Secured
Notes held in such Pass Through Trust following an Indenture Event of
Default under such Indenture shall be deposited in the Special Payments
Account for such Pass Through Trust and shall be distributed to the
Certificateholders of such Pass Through Trust on a Special Distribution
Date. In addition, if a Prospectus Supplement provides that the
applicable Owner Trustee or Owner Participant may, under circumstances
specified therein, redeem or purchase the outstanding Secured Notes
issued under the related Indenture, the price paid by such Owner Trustee
or Owner Participant to the Trustee of any Pass Through Trust for the
Secured Notes issued under such Indenture and held in such Pass Through
Trust shall be deposited in the Special Payments Account for such Pass
Through Trust and shall be distributed to the Certificateholders of such
Pass Through Trust on a Special Distribution Date.
Any funds representing payments received with respect to any Secured
Notes in default held in a Pass Through Trust, or the proceeds from the
sale by the Trustee of any such Secured Notes, held by the Trustee in the
Special Payments Account for such Pass Through Trust shall, to the extent
practicable, be invested and reinvested by the Trustee in Permitted
Investments pending the distribution of such funds on a Special
Distribution Date. "Permitted Investments" will be specified in the
related Prospectus Supplement.
The Basic Agreement will provide that the Trustee of a Pass Through
Trust shall, within 90 days after the occurrence of a default in respect
of such Pass Through Trust, give to the Certificateholders of such Pass
Through Trust notice, transmitted by mail, of all uncured or unwaived
defaults with respect to such Pass Through Trust known to it, provided
that, except in the case of default in the payment of principal, premium,
if any, or interest on any of the Secured Notes held in such Pass Through
Trust, the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the
interests of such Certificateholders. The term "default" as used in this
paragraph only means the occurrence of an Event of Default with respect
to a Pass Through Trust as described above, except that in determining
whether any such Event of Default has occurred, any grace period or
notice in connection therewith shall be disregarded.
The Basic Agreement contains a provision entitling the Trustee of each
Pass Through Trust, subject to the duty of the Trustee during a default
to act with the required standard of care, to be offered reasonable
security or indemnity by the Certificateholders of such Pass Through
Trust before proceeding to exercise any right or power under the Basic
Agreement at the request of such Certificateholders.
The Prospectus Supplement for a series of Certificates will specify the
percentage of Certificateholders entitled to waive, or to instruct the
Trustee to waive, any past Event of
21
Default with respect to the related Pass Through Trust and thereby annul
any direction given with respect thereto. The Prospectus Supplement for
a series of Certificates will also specify the percentage of
Certificateholders (and whether of such Pass Through Trust or of any
other Pass Through Trust holding Secured Notes issued under related
Indenture) entitled to waive, or to instruct the Trustee or the Indenture
Trustee to waive, any past Indenture Event of Default with respect to the
Secured Notes held in such Pass Through Trust and thereby annul any
direction given with respect thereto.
MODIFICATIONS OF THE BASIC AGREEMENT
The Basic Agreement contains provisions permitting Mobil, the
Applicable Lessee or Applicable Lessees and the Trustee of each Pass
Through Trust to enter into a supplemental trust agreement, without the
consent of the holders of any of the Certificates of such Pass Through
Trust, (i) to provide for the formation of such Pass Through Trust and
the issuance of a series of Certificates, (ii) to evidence the succession
of another corporation to Mobil or a Lessee and the assumption by such
corporation of Mobil's or such Lessee's obligations under the Basic
Agreement and the applicable Trust Supplement, (iii) to add to the
covenants of Mobil or a Lessee for the benefit of holders of such
Certificates, or to surrender any right or power in the Basic Agreement
conferred upon Mobil or a Lessee, (iv) to cure any ambiguity or correct
or supplement any defective or inconsistent provision of the Basic
Agreement or the applicable Trust Supplement or to make any other
provisions with respect to matters or questions arising under the Basic
Agreement as may be necessary or desirable, provided such action shall
not adversely affect the interests of the holders of such Certificates,
or to correct any mistake, (v) to modify, eliminate or add to the
provisions of the Basic Agreement or the applicable Trust Supplement to
the extent as shall be necessary to continue the qualification of the
Basic Agreement (including any supplemental agreement) under the Trust
Indenture Act and to add to the Basic Agreement such other provisions as
may be expressly permitted by the Trust Indenture Act, (vi) to provide
for a successor Trustee or to add to or change any provision of the Basic
Agreement or the applicable Trust Supplement as shall be necessary to
facilitate the administration of the Pass Through Trusts thereunder by
more than one Trustee, (vii) to correct or supplement the description of
any property constituting property of such Pass Through Trust and (viii)
to make any other amendments or modifications to the Basic Agreement or
applicable Trust Supplement, provided such amendments or modifications
shall only apply to Certificates issued thereafter.
The Basic Agreement also contains provisions permitting Mobil, the
Applicable Lessee or Applicable Lessees and the Trustee of a related Pass
Through Trust, with the consent of the Certificateholders of such Pass
Through Trust evidencing fractional undivided interests aggregating not
less than a majority in interest of such Pass Through Trust, and, with
respect to any Leased Property, with the consent of the applicable Owner
Trustee (such consent not to be unreasonably withheld), to execute
supplemental trust agreements adding any provisions to or changing or
eliminating any of the provisions of the Basic Agreement, to the extent
relating to such Pass Through Trust and the applicable Trust Supplement,
or modifying the rights of the Certificateholders, except that no such
supplemental trust agreement may, without the consent
22
of each Certificateholder so affected thereby, (a) reduce in any manner
the amount of, or delay the timing of, any receipt by the Trustee of
payments on the Secured Notes held in such Pass Through Trust or
distributions in respect of any Certificate related to such Pass Through
Trust, or change the date or place of any payment in respect of any such
Certificate, or make distributions payable in coin or currency other than
that provided for in such Certificates, or impair the right of any
Certificateholder of such Pass Through Trust to institute suit for the
enforcement of any such payment when due, (b) permit the disposition of
any Secured Note held in such Pass Through Trust, except as provided in
the Basic Agreement or the applicable Trust Supplement, or otherwise
deprive any Certificateholder of the benefit of the ownership of the
applicable Secured Notes, (c) reduce the percentage of the aggregate
fractional undivided interests of such Pass Through Trust provided for in
the Basic Agreement or the applicable Trust Supplement, the consent of
the holders of which is required for any such supplemental trust
agreement or for any waiver provided for in the Basic Agreement or such
Trust Supplement, or (d) modify any of the provisions relating to the
rights of the Certificateholders in respect of the waiver of events of
default or receipt of payment except to increase the percentage of the
aggregate fractional undivided interests of such Pass Through Trust
required for such a waiver.
MODIFICATION OF INDENTURE AND RELATED AGREEMENTS
The Prospectus Supplement for a series of Certificates will specify the
Trustee's obligations in the event that the Trustee, as the holder of any
Secured Notes held in the related Pass Through Trust, receives a request
for its consent to any amendment, modification or waiver under the
Indenture or other documents relating to such Secured Notes (including
any Lease with respect to Secured Notes).
TERMINATION OF THE PASS THROUGH TRUSTS
The obligations of Mobil, the Applicable Lessee and the Trustee with
respect to a Pass Through Trust will terminate upon the distribution to
the Certificateholders of such Pass Through Trust of all amounts required
to be distributed to them pursuant to the Basic Agreement and the
applicable Trust Supplement and the disposition of all property held in
such Pass Through Trust. The Trustee will send to each Certificateholder
of record of such Pass Through Trust notice of the termination of such
Pass Through Trust, the amount of the proposed final payment and the
proposed date for the distribution of such final payment for such Pass
Through Trust. The final distribution to any Certificateholder of such
Pass Through Trust will be made only upon surrender of such
Certificateholder's Certificates at the office or agency of the Trustee
specified in such notice of termination.
DELAYED PURCHASE
A Prospectus Supplement may specify that, pending availability of some
or all of the Secured Notes intended to be purchased with the proceeds of
an issuance of Certificates, such proceeds may, as more fully described
in such Prospectus Supplement, be (a) invested by the Trustee in United
States government obligations or certain other limited investments
described in such Prospectus
23
Supplement ("Specified Investments"), in which event Mobil or the
Applicable Lessee would be responsible for paying to the Trustee amounts
equal to any loss on such investments and any deficiency in the earnings
of such investments under the amount scheduled to be distributed on such
Certificates in respect of interest and would be entitled to receive any
earnings on such investments in excess of the amount so needed for
distribution on the Certificates, or (b) used by the Trustee to acquire
debt instruments issued on an interim basis by Mobil or by one or more of
the Applicable Lessees and guaranteed by Mobil, in each case having an
interest rate and payment provisions corresponding to the interest rate
and payment provisions of the Secured Notes intended to be purchased with
such proceeds and requiring repayment to the Trustee at the time the
Trustee is to purchase such Secured Notes. Any such debt instruments
will be secured by a collateral account that may be invested in Specified
Investments or by other security described in the applicable Prospectus
Supplement.
To the extent that the full amount of the proceeds from the sale of any
Certificates is not used to purchase Secured Notes on or prior to the
date set forth in the applicable Prospectus Supplement, an amount equal
to the unused proceeds will be distributed by the Trustee to the holders
of record of such Certificates on a pro rata basis on a Special
Distribution Date, together with interest thereon at a rate equal to the
rate applicable to such Certificates, but without premium.
THE TRUSTEE
Except as otherwise provided in the Prospectus Supplement, State Street
Bank and Trust Company will be the Trustee for each of the Pass Through
Trusts. With certain exceptions, the Trustee will make no
representations as to the validity or sufficiency of the Basic Agreement,
the Trust Supplements, the Certificates, the Secured Notes, the
Indentures, the Leases or other related documents. The Trustee shall not
be liable with respect to any series of Certificates for any action taken
or omitted to be taken by it in good faith in accordance with the
direction of the holders of a majority in principal amount of outstanding
Certificates of such series. Subject to such provisions, such Trustee
shall be under no obligation to exercise any of its rights or powers
under the Basic Agreement at the request of any holders of Certificates
issued thereunder unless they shall have offered to the Trustee indemnity
satisfactory to it. The Basic Agreement provides that the Trustee in its
individual or any other capacity may acquire and hold Certificates issued
thereunder and, subject to certain conditions, may otherwise deal with
Mobil and the Lessees and, with respect to the Leased Property, with any
Owner Trustee and Owner Participant with the same rights it would have if
it were not the Trustee.
The Trustee may resign with respect to any or all of the Pass Through
Trusts at any time, in which event Mobil and the Applicable Lessee will
be obligated to appoint a successor trustee. If the Trustee ceases to be
eligible to continue as Trustee with respect to a Pass Through Trust or
becomes incapable of acting as Trustee or becomes insolvent, Mobil and
the Applicable Lessee may remove such Trustee, or any Certificateholder
of such Pass Through Trust for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of such Trustee and the
appointment of a successor
24
trustee. Any resignation or removal of the Trustee with respect to a
Pass Through Trust and appointment of a successor trustee for such Pass
Through Trust does not become effective until acceptance of the
appointment by the successor trustee. Pursuant to such resignation and
successor trustee provisions, it is possible that a different trustee
could be appointed to act as the successor trustee with respect to each
Pass Through Trust related to a single offering of Certificates. All
references in this Prospectus to the Trustee should be read to take into
account the possibility that the Pass Through Trusts could have different
successor trustees in the event of such a resignation or removal.
The Basic Agreement provides that Mobil or the Applicable Lessee will
pay the Trustee's fees and expenses and indemnify the Trustee against
certain liabilities.
DESCRIPTION OF THE SECURED NOTES
The statements made under this caption are summaries and do not purport
to be complete. Such statements are qualified in their entirety by, and
reference is made to, the entire Prospectus and detailed information
appearing in the applicable Prospectus Supplement.
To the extent that any provision in any Prospectus Supplement is
inconsistent with any provision in this summary, the provision of such
Prospectus Supplement will control.
GENERAL
All Secured Notes related to a Leased Property and held in a Pass
Through Trust will be issued under a separate Indenture between the
related Owner Trustee of an Owner Trust for the benefit of the related
Owner Participant, and the related Indenture Trustee. Such Secured Notes
will be nonrecourse obligations of the applicable Owner Trust. Each such
Secured Note will be authenticated under an Indenture by the Indenture
Trustee.
With respect to each Leased Property, the related Owner Trustee has
acquired or will acquire such Leased Property and, unless otherwise
provided in the Prospectus Supplement, has granted or will grant a lien
on and a security interest in such Leased Property to the related
Indenture Trustee as security for the payments of the related Secured
Notes, and has leased or will lease such Leased Property to the
Applicable Lessee pursuant to the related Lease which has been or will be
assigned to the related Indenture Trustee. Pursuant to each such Lease,
the Applicable Lessee will be obligated to make or cause to be made
rental and other payments to the related Indenture Trustee on behalf of
the related Owner Trustee in amounts that will be sufficient to make
payments of the principal and interest and, except in the limited
circumstances set forth in the applicable Prospectus Supplement, premium,
if any, due in respect of such Secured Notes when and as due and payable.
25
PRINCIPAL AND INTEREST PAYMENTS
Interest received by the Trustee on the Secured Notes held in each Pass
Through Trust will be passed through to the Certificateholders of such
Pass Through Trust on the dates and at the rate per annum set forth in
the applicable Prospectus Supplement until the final distribution date
for such Pass Through Trust. Principal received by the Trustee on the
Secured Notes held in each Pass Through Trust will be passed through to
the Certificateholders of such Pass Through Trust in scheduled amounts on
the dates set forth in the applicable Prospectus Supplement until the
final distribution date for such Pass Through Trust.
If any date scheduled for any payment of principal, premium, if any, or
interest with respect to the Secured Notes is not a business day, such
payment will be made on the next succeeding business day without any
additional interest.
REDEMPTION
The applicable Prospectus Supplement will describe the circumstances,
whether voluntary or involuntary, under which the Secured Notes may be
redeemed or purchased prior to the stated maturity date thereof, in whole
or in part, the premium, if any, applicable upon certain redemptions or
purchases and other terms applying to the redemptions or purchases of
such Secured Notes.
SECURITY
The Secured Notes to be held in the Pass Through Trusts will be secured
by (i) an assignment by the related Owner Trustee to the related
Indenture Trustee of such Owner Trustee's rights (except for certain
rights, including those described below) under the Lease or Leases with
respect to the related Leased Property including the right to receive
payments of rent thereunder, (ii) an assignment of certain of such Owner
Trustee's rights under the Parent Guaranty relating to such Leased
Property, and (iii) to the extent provided in the applicable Prospectus
Supplement, a mortgage or other security interest in such Leased Property
or in construction contracts or other agreements, collateral accounts or
other security, in each case subject to the rights of the Lessee under
the Lease related thereto and other rights, if any, described in the
applicable Prospectus Supplement.
Under the terms of each Lease, the Applicable Lessee's obligations in
respect of the related Leased Property will be those of a lessee under a
"net lease." Accordingly, such Lessee will be obligated, among other
things, to pay all costs and expenses of operating and maintaining the
Leased Property. With respect to the Leased Property, the assignment by
the related Owner Trustee to the related Indenture Trustee of its rights
under the related Lease will exclude, among other things, rights of such
Owner Trustee and the related Owner Participant relating to
indemnification by such Lessee for certain matters, insurance proceeds
payable to such Owner Trustee in its individual capacity and to such
Owner Participant under liability insurance maintained by such Lessee
pursuant to such Lease or by such Owner Trustee or such Owner
26
Participant, insurance proceeds payable to such Owner Trustee in its
individual capacity or to such Owner Participant under certain casualty
insurance maintained by such Owner Trustee or such Owner Participant
pursuant to such Lease and any rights of such Owner Participant or such
Owner Trustee to enforce payment of the foregoing amounts and their
respective rights to the proceeds of the foregoing. Such rights excluded
from the assignment shall be referred to as "Excepted Payments."
The applicable Prospectus Supplement will specify the required
insurance coverage, if any, with respect to the Leased Property.
Unless otherwise specified in the applicable Prospectus Supplement, the
Secured Notes will not be cross-collateralized and consequently the
Secured Notes issued in respect of any Leased Property will not be
secured by any other Leased Property or the Lease related thereto.
Unless and until an Indenture Event of Default with respect to a Leased
Property has occurred and is continuing, the related Indenture Trustee
may exercise only limited rights of the related Owner Trustee under the
related Lease.
Funds, if any, held from time to time by the Indenture Trustee with
respect to any Leased Property, prior to the distribution thereof, will
be invested and reinvested by such Indenture Trustee. Such investment
and reinvestment will be at the direction of the Applicable Lessee, as
agent for the related Owner Trustee (except in the case of a related
Lease Event of Default under the applicable Lease) in certain investments
described in the related Indenture. The net amount of any loss resulting
from any such investments will be paid by such Lessee, as agent for such
Owner Trustee.
ADDITIONAL NOTES
Under certain circumstances and conditions as described in the
applicable Prospectus Supplement, for the purpose of providing funds to
finance the cost of certain modifications, alterations, additions,
improvements or replacement parts to any particular item of Leased
Property, a Lessee may cause the financing of such additional costs
through the issuance and sale by the Owner Trustee of additional Secured
Notes (the "Additional Notes").
The terms, conditions and designations of such Additional Notes will be
set forth in a supplement to the related Indenture. All rent and other
amounts payable by the Applicable Lessee under the related Lease will be
adjusted to the extent necessary to provide for rent and other amounts
sufficient to provide for the payment, when due, of all scheduled
payments of principal of, premium (except for those instances where such
Lessee shall not be responsible for such premium), if any, and interest
on the Secured Notes, including the Additional Notes so issued.
27
PAYMENTS AND LIMITATION OF LIABILITY
Each Leased Property will be leased by the applicable Owner Trustee to
the Applicable Lessee pursuant to a Lease for a term commencing not later
than the delivery date thereof to such Owner Trustee and expiring on a
date not earlier than the latest maturity date of the related Secured
Notes, unless previously terminated as permitted by the terms of such
Lease. The basic rent or hire and other payments under each such Lease
will be payable by the Applicable Lessee in accordance with the terms
specified in such Lease and will be described in the applicable
Prospectus Supplement, and (other than Excepted Payments) will be
assigned by the applicable Owner Trustee under the applicable Indenture
to an Indenture Trustee to provide the funds necessary to pay principal
and interest and, except in the limited circumstances set forth in the
applicable Prospectus Supplement, premium, if any, due in respect of the
Secured Notes issued under such Indenture. In certain cases, the basic
rent payments under a Lease may be adjusted, but each Lease will provide
that under no circumstances will the rental payments which the Applicable
Lessee is obligated to make or cause to be made be less than the
scheduled payments of principal and interest on the related Secured
Notes. The balance of any basic rent payment under each Lease, after
payment of amounts due on the Secured Notes issued under the Indenture
corresponding to such Lease, will be paid over to the applicable Owner
Trustee. The Applicable Lessee's obligation to pay rent and to cause
other payments to be made under each Lease will be general obligations of
such Lessee.
Except in certain circumstances involving a Lessee's purchase of
Leased Property and the assumption of the Secured Notes related thereto,
the Secured Notes will not be obligations of, or guaranteed by, any
Lessee or Mobil. None of the Owner Trustees, the Owner Participants or
the Indenture Trustees shall be personally liable to any holder of such
Secured Notes for amounts payable under such Secured Notes, or, except as
provided in the Indentures relating thereto in the case of the Owner
Trustees and the Indenture Trustees, for any liability under such
Indentures. Except in the circumstances referred to above, all amounts
payable under any Secured Notes (other than payments made in connection
with an optional redemption or purchase by the related Owner Trustee or
the related Owner Participant) will be made only from the assets subject
to the lien of the related Indenture with respect to such Leased Property
or the income and proceeds received by the related Indenture Trustee
therefrom (including rent payable by the Applicable Lessee under the
related Lease).
Except as otherwise provided in the related Indentures, no Owner
Trustee shall be personally liable for any amount payable or for any
statements, representations, warranties, agreements or obligations under
such Indentures or under the Secured Notes except for its own willful
misconduct or gross negligence. None of the Owner Participants shall
have any duty or responsibility under the Indentures or under such
Secured Notes to the related Indenture Trustee or to any holder of any
such Secured Note.
MERGER, CONSOLIDATION AND TRANSFER OF ASSETS
28
Each Lessee and Mobil is prohibited from consolidating with or merging
into any other corporation or transferring substantially all of its
assets to another corporation unless such Lessee or Mobil, as the case
may be, is the continuing corporation or, among other things, (a) the
successor corporation shall be a corporation organized and existing under
the laws of the United States or any State or the District of Columbia
or, in the case of Mobil, any other jurisdiction, and (b) the successor
corporation shall expressly assume the due and punctual performance and
observance of all the covenants and conditions of the operative documents
to which such Lessee or Mobil, as the case may be, is a party and which
are to be performed thereby.
DEFEASANCE OF THE INDENTURES AND THE SECURED NOTES IN CERTAIN
CIRCUMSTANCES
Unless otherwise specified in the applicable Prospectus Supplement, the
applicable Indenture will provide that the obligations of the related
Indenture Trustee and the related Owner Trustee in respect of any series
of Secured Notes issued in accordance with the terms of such Indenture
shall be deemed to have been discharged and paid in full (except for
certain obligations, including the obligations to register the transfer
or exchange of Secured Notes, to replace stolen, lost, destroyed or
mutilated Secured Notes and to maintain paying agencies and hold money
for payment in trust) upon the irrevocable deposit with the related
Indenture Trustee of money or certain obligations of the United States or
any agency or instrumentality thereof the payment of which is backed by
the full faith and credit of the United States which, through the payment
of principal and interest in respect thereof in accordance with their
terms, will provide money in an aggregate amount sufficient to pay when
due (including as a consequence of redemption in respect of which notice
is given on or prior to the date of such deposit) principal of, premium,
if any, and interest on such Secured Notes. Such discharge may occur
only if, among other things, there has been published by the Internal
Revenue Service a ruling to the effect that holders of such Secured Notes
will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject
to federal income tax on the same amount and in the same manner and at
the same time as would have been the case if such deposit, defeasance and
discharge had not occurred.
Upon such defeasance, or upon payment in full of the principal of,
premium, if any, and interest on all Secured Notes issued under any
Indenture on the maturity date therefor or deposit with the applicable
Indenture Trustee of money sufficient therefor no earlier than one year
prior to the date of such maturity, the holders of such Secured Notes
will have no beneficial interest in or other rights with respect to the
related Leased Property or other assets subject to the lien of such
Indenture (other than amounts or obligations deposited to effect such
discharge) and such lien shall terminate.
ASSUMPTION OF OBLIGATIONS BY LESSEE
A Prospectus Supplement may specify that, with respect to any Leased
Property and subject to the satisfaction of the conditions described in
such Prospectus Supplement, the Applicable Lessee may, upon the exercise
of any purchase and certain other termination options it may have under
the related Lease, assume on a full recourse basis all of the obligations
of the related
29
Owner Trustee under the Indenture with respect to such Leased Property,
including the obligations to make payments in respect of the related
Secured Notes. In such event, such Lessee shall execute a supplemental
indenture to the related Indenture (such supplemental indenture, together
with the related Indenture, a "Company Indenture"). The Parent Guaranty
will continue to apply to such Lessee's obligations. Unless otherwise
specified in the applicable Prospectus Supplement, the Leased Property
will continue to be subject to the lien of the Company Indenture, and the
Company Indenture will incorporate certain relevant provisions of the
Lease so terminated, including (among others) provisions relating to
maintenance, possession and use of the related Leased Property, liens,
insurance, possession and events of default.
THE PARENT GUARANTIES
As described in the applicable Prospectus Supplement, Mobil will
unconditionally guarantee the full and prompt payment of all amounts
payable by the Applicable Lessee under the related Lease when and as the
same shall become due and payable. Each Parent Guaranty will be
enforceable without any need first to enforce any Lease against the
Applicable Lessee. Each Parent Guaranty will be an unsecured obligation
of Mobil.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the anticipated material
federal income tax consequences of the purchase, ownership and
disposition of the Certificates by a Certificate Owner purchasing
Certificates in the initial offering thereof and should be read in
conjunction with any additional discussion of federal income tax
consequences included in the applicable Prospectus Supplement. This
summary is based on laws, regulations, rulings and decisions now in
effect, all of which are subject to change by legislative, administrative
or judicial action. The discussion below does not purport to address
federal income tax consequences applicable to particular categories of
investors, some of which (for example, insurance companies or foreign
investors) may be subject to special rules. The Pass Through Trusts are
not indemnified for any federal income taxes that may be imposed upon
them, and the imposition of any such taxes could result in a reduction in
the amounts available for distribution to the Certificate Owners of a
Pass Through Trust. In connection with each offering of Certificates,
Mobil and the Applicable Lessee will receive an opinion from Debevoise &
Plimpton, or other counsel specified in the applicable Prospectus
Supplement, that, based upon the applicable law then in effect, the
following discussion, as amended or supplemented by the applicable
Prospectus Supplement, properly describes in general the anticipated
principal United States federal income tax consequences of acquiring,
holding and disposing of the Certificates.
INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE FEDERAL,
STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM OF THE
PURCHASE, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES, INCLUDING THE
ADVISABILITY OF MAKING ANY ELECTION
30
DISCUSSED BELOW, IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
GENERAL
Based upon an interpretation of analogous authorities under currently
applicable law, each Pass Through Trust will be classified as a grantor
trust (and not as an association taxable as a corporation) and each
Certificate Owner will be treated as the owner of a pro rata undivided
interest in the Secured Notes or any other property held in the
applicable Pass Through Trust. Each Certificate Owner will be required to
report on its federal income tax return its pro rata share of the entire
income from the Secured Notes and any other property in the applicable
Pass Through Trust, in accordance with such Certificate Owner's method of
accounting. Thus, a Certificate Owner using the cash method of
accounting will take into account its pro rata share of income as and
when received by the Trustee in respect of the applicable Pass Through
Trust, and a Certificate Owner using an accrual method of accounting will
take into account its pro rata share of income as it accrues or is
received by the Trustee in respect of the applicable Pass Through Trust,
whichever is earlier.
If a Pass Through Trust will hold more than one Secured Note, a
purchaser of a Certificate will be treated as purchasing an interest in
each Secured Note and any other property in the related Pass Through
Trust at a price determined by allocating the purchase price paid for the
Certificate among such Secured Notes and other property in proportion to
their fair market values at the time of purchase of the Certificate.
SALES OF CERTIFICATES
A Certificate Owner that sells a Certificate will recognize gain or
loss (in the aggregate) equal to the difference between the amount
realized on the sale (except to the extent attributable to accrued
interest, which will be taxable as interest income) and the Certificate
Owner's adjusted tax basis in the Certificate. Subject to the market
discount provisions of the Internal Revenue Code of 1986, as amended (the
"Code") (described below), any such gain or loss will be capital gain or
loss if the Certificate was held as a capital asset and, if the
Certificate was held for more than one year, will be long-term capital
gain or loss. Any long-term capital gains realized will be taxable to
corporate taxpayers at the rates applicable to ordinary income and to
individual taxpayers at a maximum marginal rate of 28%. Any capital
losses realized will be deductible by a corporate taxpayer only to the
extent of capital gains and by an individual taxpayer only to the extent
of capital gains plus $3,000 of other income.
MARKET DISCOUNT
A purchaser of a Certificate (other than an original purchaser of a
Certificate at the offering price set forth in the applicable Prospectus
Supplement) will be considered to have acquired an interest in a Secured
Note held in the applicable Pass Through Trust at a "market discount" to
the extent the remaining principal amount of such Secured Note allocable
to such Certificate exceeds the purchaser's tax basis allocable to such
Secured Note, unless the excess does not
31
exceed a prescribed de minimis amount. In the event such excess exceeds
the de minimis amount, the Certificate Owner will be subject to the
market discount rules with regard to its interest in the Secured Note.
In the case of a sale or other disposition of indebtedness subject to
the market discount rules, gain, if any, from such sale or disposition
must be treated as ordinary income to the extent such gain represents
market discount that has accrued during the period in which the
indebtedness was held. If such indebtedness is disposed of in a
nontaxable transaction, the accrued market discount (subject to certain
exceptions) will be includible in ordinary income as if the Certificate
Owner had sold the Certificate at its then market value.
In the case of a partial principal payment on indebtedness subject to
the market discount rules, such payment must be included in gross income
as ordinary income to the extent such payment does not exceed the market
discount that has accrued during the period such indebtedness was held.
The amount of any accrued market discount later required to be included
in income upon a disposition or subsequent partial principal payment will
be reduced by the amount of accrued market discount previously included
in income.
Generally, market discount accrues under a straight line method, or, at
the election of the taxpayer, under a constant interest method. However,
in the case of amortizing obligations, until Treasury regulations are
issued, the explanatory Conference Committee Report to the Tax Reform Act
of 1986 (the "Conference Report") indicates that holders of amortizing
obligations with market discount (that do not also have original issue
discount) may elect to accrue market discount either on the basis of a
constant interest rate or as follows: the amount of market discount that
is deemed to accrue is the amount of market discount that bears the same
ratio to the total amount of remaining market discount that the amount of
stated interest paid in the accrual period bears to the total amount of
stated interest remaining to be paid on the amortizing obligation as of
the beginning of such period.
If in any taxable year interest paid or accrued on a loan incurred or
continued to purchase or carry indebtedness subject to the market
discount rules exceeds the interest currently includible in income with
respect to such indebtedness, deduction of the excess interest must be
deferred to the extent of the market discount allocable to the taxable
year. The deferred portion of any interest expense will generally be
deductible when such market discount is included in income upon the sale
or other disposition (including repayment) of the indebtedness.
A taxpayer may elect to include market discount in its gross income
currently. If such election is made, the rules described above regarding
the treatment of certain gain as ordinary income and the deferral of
interest expense will not apply to the taxpayer.
32
PREMIUM
A Certificate Owner generally will be considered to have acquired an
interest in a Secured Note held in the applicable Pass Through Trust at a
premium to the extent the Certificate Owner's tax basis allocable to such
Secured Note exceeds the remaining principal amount of the Secured Note
allocable to such Certificate Owner's Certificate. In that event, a
Certificate Owner who holds such Certificate as a capital asset may elect
to amortize that premium as an offset to interest income with
corresponding reductions in the Certificate Owner's tax basis in its
interest in the Secured Note. This election is made by claiming the bond
premium on the Certificate Owner's tax return. Generally, if the
foregoing election is made such amortization is taken on a constant yield
basis. However, in the case of amortizing obligations, the Conference
Report indicates a Congressional intent that amortization should be in
accordance with the same rules that apply to the accrual of market
discount on amortizing obligations. See "Market Discount."
Under current Treasury regulations, in the case of Secured Notes that
may be called at a premium prior to maturity, amortizable bond premium
may be determined by reference to an early call date. Under proposed
Treasury regulations issued in June 1996, a holder of an obligation that
may be called at a premium prior to maturity generally would not be
entitled to determine the amount of amortizable bond premium by reference
to an early call date, but may be allowed, if an early call occurred, to
deduct all or part of any unamortized bond premium in the year of such
call. The proposed regulations provide that they will apply with respect
to debt instruments issued on or after 60 days following the date final
regulations are published in the Federal Register. Any Prospectus
Supplement to which such final regulations may apply will so indicate.
Due to the complexities of the amortizable premium rules, particularly
if there is more than one possible call date and the amount of any
premium is uncertain, Certificate Owners are urged to consult their own
tax advisors as to the amount of any such amortizable premium and the
advisability of making an amortization election.
ORIGINAL ISSUE DISCOUNT
Unless otherwise specified in the applicable Prospectus Supplement,
subject to the aggregation rules discussed below, the Secured Notes will
not be issued with original issue discount. Under the aggregation rules
set forth in the current Treasury Regulations, if one investor purchases
Certificates issued by more than one Pass Through Trust, certain of that
investor's interests in the Secured Notes in those Trusts must in certain
circumstances be treated together as a single debt instrument, which, for
purposes of calculating and amortizing any original issue discount, has a
single issue price, maturity date, stated redemption price at maturity,
and yield to maturity. If such aggregation rules were applicable to an
investor, such Secured Notes could be treated with respect to such
investor as having been issued with original issue discount. Generally, a
holder of a debt instrument issued with original issue discount that is
not de minimis must include such original issue discount in income for
federal income tax
33
purposes as it accrues, in advance of the receipt of the cash
attributable to such income, under a method that takes into account the
compounding of interest. Certificate Owners are urged to consult their
own tax advisors regarding the application of the aggregation rules.
BACKUP WITHHOLDING
Payments made on the Certificates, and proceeds from the sale of the
Certificates to or through certain brokers, may be subject to a "backup"
withholding tax of 31% unless the Certificate Owner complies with certain
reporting procedures or is exempt from such requirements. Any such
withheld amounts are allowed as a credit against the Certificate Owner's
federal income tax and may entitle such Certificate Owner to a refund,
provided the required information is furnished to the Internal Revenue
Service ("the IRS"). Furthermore, certain penalties may be imposed by
the IRS on a Certificate Owner who is required to supply information but
who does not do so in the proper manner.
CERTAIN MASSACHUSETTS TAXES
The Trustee is a Massachusetts trust company with its corporate
trust office at Two International Place, Boston, Massachusetts 02110.
Bingham, Dana & Gould LLP, counsel to the Trustee, has advised Mobil
that, in its opinion, under currently applicable law, assuming that each
Pass Through Trust will not be taxable as a corporation, but, rather,
will be classified as a grantor trust for federal income tax purposes,
(i) the Pass Through Trusts will not be subject to any tax (including,
without limitation, net or gross income, tangible or intangible property,
net worth, capital, franchise or doing business tax), fee or other
governmental charge under the laws of the Commonwealth of Massachusetts
or any political subdivision thereof, and (ii) Certificate Owners who are
not residents of or otherwise subject to tax in Massachusetts will not be
subject to any tax (including, without limitation, net or gross income,
tangible or intangible property, net worth, capital franchise or doing
business tax), fee or other governmental charge under the laws of the
Commonwealth of Massachusetts or any political subdivision thereof as a
result of purchasing, holding (including receiving payments with respect
to) or selling a Certificate. Neither the Pass Through Trusts nor the
Certificate Owners will be indemnified for any state or local taxes
imposed on them, and the imposition of any such taxes on any Pass Through
Trust could result in a reduction in the amounts available for
distribution to the Certificate Owners of such Pass Through Trust. In
general, should a Certificate Owner or a Pass Through Trust be subject to
any state or local tax which would not be imposed if the Trustee were
located in a different jurisdiction in the United States, the Trustee
will resign and a new trustee in such other jurisdiction will be
appointed.
34
ERISA CONSIDERATIONS
Unless otherwise indicated in the applicable Prospectus Supplement,
the Certificates may, subject to certain legal restrictions, be purchased
and held by an employee benefit plan (a "Plan") subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
an individual retirement account or an employee benefit plan subject to
section 4975 of the Code. A fiduciary of a Plan must determine that the
purchase and holding of a Certificate is consistent with its fiduciary
duties under ERISA and does not result in a non-exempt prohibited
transaction as defined in section 406 of ERISA or section 4975 of the
Code. Employee benefit plans which are governmental plans (as defined in
section 3(32) of ERISA) and certain church plans (as defined in section
3(33) of ERISA) are not subject to Title I of ERISA or section 4975 of
the Code. The Certificates may, subject to certain legal restrictions,
be purchased and held by such plans.
PLAN OF DISTRIBUTION
Certificates may be sold to one or more underwriters for public
offering and sale by them or to investors or other persons directly or
through one or more dealers or agents. Any such underwriter, dealer or
agent involved in the offer and sale of the Certificates will be named in
the applicable Prospectus Supplement.
The Certificates may be sold at a fixed price or prices, which may be
changed, or from time to time at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Dealer trading may take place in certain of the Certificates,
including Certificates not listed on any securities exchange. Neither
Mobil nor the Lessees intend to apply for listing of the Certificates on
a national securities exchange. Mobil and the Lessees also may, from
time to time, authorize underwriters acting as their agents to offer and
sell the Certificates upon the terms and conditions as shall be set forth
in any Prospectus Supplement. In connection with the sale of
Certificates, underwriters may be deemed to have received compensation
from Mobil and the Applicable Lessee in the form of underwriting
discounts or commissions and may also receive commissions from purchasers
of Certificates for whom they may act as agent. Underwriters may sell
Certificates to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions (which may be changed from time to
time) from the purchasers for whom they may act as agent.
If a dealer is used directly by Mobil or a Lessee in the sale of
Certificates in respect of which this Prospectus is delivered, such
Certificates will be sold to the dealer, as principal. The dealer may
then resell such Certificates to the public at varying prices to be
determined by such dealer at the time of resale. Any such dealer and the
terms of any such sale will be set forth in the Prospectus Supplement
relating thereto.
35
Certificates may be offered and sold through agents designated by Mobil
and the Applicable Lessee from time to time. Any such agent involved in
the offer or sale of the Certificates in respect of which this Prospectus
is delivered will be named in, and any commissions payable by Mobil and
such Lessee to such agent will be set forth in, the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
Offers to purchase Certificates may be solicited directly by Mobil and
the Applicable Lessees and sales thereof may be made by Mobil and the
Applicable Lessees directly to institutional investors or others who may
be deemed to be underwriters within the meaning of the Securities Act
with respect to any resale thereof. The terms of any such sales will be
described in the Prospectus Supplement relating thereto. Except as set
forth in the applicable Prospectus Supplement, no director, officer or
employee of Mobil or the Lessees will solicit or receive a commission in
connection with direct sales by Mobil or the Lessees of the Certificates,
although such persons may respond to inquiries by potential purchasers
and perform ministerial and clerical work in connection with any such
direct sales.
Any underwriting compensation paid by Mobil and the Applicable Lessee
to underwriters, dealers or agents in connection with the offering of
Certificates, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set forth in an applicable
Prospectus Supplement. Underwriters, dealers and agents participating in
the distribution of the Certificates may be deemed to be underwriters,
and any discounts and commissions received by them and any profit
realized by them on resale of the Certificates may be deemed to be
underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements with
Mobil and the Applicable Lessee, to indemnification against and
contribution toward certain civil liabilities, including liabilities
under the Securities Act, and to reimbursement by Mobil and such Lessee
for certain expenses.
Underwriters, dealers and agents and their affiliates may engage in
transactions with, or perform services for, Mobil and its subsidiaries
from time to time.
If so indicated in an applicable Prospectus Supplement and subject to
existing market conditions, Mobil and the Applicable Lessee will
authorize dealers acting as Mobil's and such Lessee's agents to solicit
offers by certain institutions to purchase Certificates at the public
offering price set forth in such Prospectus Supplement pursuant to
Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Each
Contract will be for an amount not less than, and the aggregate principal
amount of Certificates sold pursuant to Contracts shall not be less nor
more than, the respective amounts stated in such Prospectus Supplement.
Institutions with whom Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to the approval of Mobil
and the Applicable Lessee. Contracts will not be subject to any
conditions except the purchase by an institution of the Certificates
covered
36
by its Contracts shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the applicable
Prospectus Supplement will be granted to underwriters and agents
soliciting purchases of Certificates pursuant to Contracts accepted by
Mobil and the Applicable Lessee. Agents and underwriters will have no
responsibility in respect of the delivery or performance of Contracts.
If an underwriter or underwriters are utilized in the sale of any
Certificates, the applicable Prospectus Supplement will contain a
statement as to the intention, if any, of such underwriters at the date
of such Prospectus Supplement to make a market in the Certificates. No
assurances can be given that there will be a market for the Certificates.
The place and time of delivery for the Certificates in respect of which
this Prospectus is delivered will be set forth in the applicable
Prospectus Supplement.
LEGAL OPINIONS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of the Certificates and the Parent Guaranties will be passed
upon for Mobil and the Lessees by Ralph N. Johanson, Jr., Managing
Counsel, Corporate, Finance and Securities of Mobil and by Debevoise &
Plimpton, 875 Third Avenue, New York, New York 10022, and for any agents
or underwriters by Shearman & Sterling, 599 Lexington Avenue, New York,
New York 10022. Unless otherwise indicated in the applicable Prospectus
Supplement, Mr. Johanson, Debevoise & Plimpton and Shearman & Sterling
will rely on the opinion of counsel for the Trustee as to certain matters
relating to the authorization, execution and delivery of such
Certificates by, and the valid and binding effect thereof on, such
Trustee.
EXPERTS
The consolidated financial statements of Mobil incorporated by
reference in Mobil's Annual Report (Form 10-K) for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
37
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting discounts and
commissions, are set forth in the following table.
Securities and Exchange Commission Filing Fee.. $ 196,980
Printing and engraving expenses................ *
---------
Accountants' fees and expenses................. *
---------
Legal fees and expenses........................ *
---------
Blue Sky fees and expenses..................... *
---------
Trustees' fees and expenses.................... *
---------
Rating Agency fees............................. *
---------
Miscellaneous.................................. *
---------
Total....................................... $
---------
/*/ To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the provisions of Article VI of Mobil's By-Laws,
as amended to June 14, 1995, incorporated by reference to Exhibit 3(ii)
to Mobil's Form 8-K, dated as of July 6, 1995.
Section 145 of the General Corporation Law of Delaware (the "Delaware
Law"), to which reference is hereby made, contains provisions for the
indemnification of directors and officers on terms substantially
identical to those contained in Mobil's By-Laws. Article V of each
Lessee's By-Laws provides for indemnification of the directors and
certain officers of such Lessee to the full extent permitted by Section
145 of the Delaware Law.
Mobil has obtained a Directors and Officers liability insurance policy,
effective November 1, 1995, issued by National Union Fire Insurance
Company, and excess insurance policies issued by various commercial
underwriters and mutual insurers effective the same date, pursuant to
which the directors and certain officers of Mobil and the directors and
officers of the Lessees are insured against certain liabilities they may
incur in their respective capacities.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
1.1 Form of Underwriting Agreement for Pass Through
Certificates of Mobil Marine Finance Company I Inc., Mobil
Marine Finance Company II Inc., Mobil Lease Finance Company
Inc., Mobil Chemical Finance (Texas) Inc., Mobil Chemical
Finance (Louisiana) Inc., Mobil Petrorail Finance Inc.,
Mobil Transport Finance Company Inc. and Mobil Equipment
Finance Company Inc.
4.1 Form of Pass Through Trust Agreement among Mobil
Corporation, Mobil Marine Finance Company I Inc., Mobil
Marine Finance Company II Inc., Mobil Lease Finance Company
Inc., Mobil Chemical Finance (Texas) Inc., Mobil Chemical
Finance (Louisiana) Inc., Mobil Petrorail Finance Inc.,
Mobil Transport Finance Company Inc. and Mobil Equipment
Finance Company Inc., and State Street Bank and Trust
Company, as Trustee for the Pass Through Trusts.
4.2 Form of Pass Through Certificate (included as part of
Exhibit 4.1).
4.3 Form of Guaranty of Mobil Corporation.
5.1* Opinion of Debevoise & Plimpton.
5.2* Opinion of Ralph N. Johanson, Jr., Managing Counsel,
Corporate, Finance and Securities of Mobil Corporation.
5.3* Opinion of Bingham, Dana & Gould, counsel for the Trustee.
8.1* Tax Opinion of Debevoise & Plimpton--Included in Exhibit
5.1.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Debevoise & Plimpton--Included in Exhibit 5.1.
23.2* Consent of Ralph N. Johanson, Jr., Managing Counsel,
Corporate, Finance and Securities of Mobil Corporation--
Included in Exhibit 5.2.
23.3* Consent of Bingham, Dana & Gould--Included in Exhibit 5.3.
23.4 Consent of Ernst & Young LLP, Independent Auditors.
24.1(a) Power of Attorney--Mobil Corporation.
24.1(b) Power of Attorney--Mobil Corporation.
24.2 Power of Attorney--Mobil Marine Finance Company I Inc.
II-2
24.3 Power of Attorney--Mobil Marine Finance Company II Inc.
24.4 Power of Attorney--Mobil Lease Finance Company Inc.
24.5 Power of Attorney--Mobil Chemical Finance (Texas) Inc.
24.6 Power of Attorney--Mobil Chemical Finance (Louisiana) Inc.
24.7 Power of Attorney--Mobil Petrorail Finance Inc.
24.8 Power of Attorney--Mobil Transport Finance Company Inc.
24.9 Power of Attorney--Mobil Equipment Finance Company Inc.
25 Statement of Eligibility of Pass Through Trustee on Form
T-1.
(b) Financial Statement Schedules
Not Applicable.
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
posteffective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
II-3
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by Mobil pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) Each of the undersigned registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of Mobil's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act 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) Each of the undersigned registrants hereby undertakes, if
securities are to be offered pursuant to competitive bidding, (1) to use
its best efforts to distribute prior to the opening of bids, to
prospective bidders, underwriters and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of
section 10(a) of the Securities Act, and relating to the securities
offered at competitive bidding, as contained in this registration
statement, together with any supplements thereto, and (2) to file an
amendment to this registration statement reflecting the results of
bidding, the terms of the reoffering and related matters to the extent
required by the applicable form, not later than the first use, authorized
by the issuer after the opening of bids, of a prospectus relating to the
securities offered at competitive bidding, unless no further public
offering of such securities by the issuer and no reoffering of such
securities by purchasers is proposed to be made.
(D) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities 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
II-4
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the applicable 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
Securities Act and will be governed by the final adjudication of such
issue.
II-5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, EACH REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS
FOR FILING ON 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
FAIRFAX, COMMONWEALTH OF VIRGINIA, ON OCTOBER 4, 1996.
MOBIL MARINE FINANCE MOBIL CORPORATION
COMPANY I INC.
By: /s/ Gordon G. Garney By: /s/ Gordon G. Garney
-------------------- --------------------
Gordon G. Garney, as Attorney-In-Fact Gordon G. Garney, as Attorney-In-Fact
October 4, 1996 October 4, 1996
MOBIL MARINE FINANCE MOBIL LEASE FINANCE
COMPANY II INC. COMPANY INC.
By:/s/ Gordon G. Garney By: /s/ Gordon G. Garney
-------------------- --------------------
Gordon G. Garney, as Attorney-In-Fact Gordon G. Garney, as Attorney-In-Fact
October 4, 1996 October 4, 1996
MOBIL CHEMICAL FINANCE (TEXAS) MOBIL CHEMICAL FINANCE
INC. (LOUISIANA) INC.
By: /s/ Gordon G. Garney By: /s/ Gordon G. Garney
-------------------- --------------------
Gordon G. Garney, as Attorney-In-Fact Gordon G. Garney, as Attorney-In-Fact
October 4, 1996 October 4, 1996
MOBIL PETRORAIL FINANCE INC. MOBIL TRANSPORT FINANCE
COMPANY INC.
By: /s/ Gordon G. Garney By: /s/ Gordon G. Garney
-------------------- --------------------
Gordon G. Garney, as Attorney-In-Fact Gordon G. Garney, as Attorney-In-Fact
October 4, 1996 October 4, 1996
II-6
MOBIL EQUIPMENT FINANCE
COMPANY INC.
By: /s/ Gordon G. Garney
--------------------
Gordon G. Garney, as Attorney-In-Fact
October 4, 1996
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
MOBIL CORPORATION
PRINCIPAL EXECUTIVE OFFICER:
Lucio A. Noto* Director and Chairman of the Board,
President and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Thomas C. DeLoach, Jr.* Senior Vice President and Chief
Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Lewis M. Branscomb*
Donald V. Fites*
Charles A. Heimbold, Jr.*
Paul J. Hoenmans*
II-7
Allen F. Jacobson*
Samuel C. Johnson*
Helene L. Kaplan*
J. Richard Munro*
Lucio A. Noto*
Aulana L. Peters*
Eugene A. Renna*
Charles S. Sanford, Jr.*
Robert G. Schwartz*
Robert O. Swanson*
-------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective amendments
and supplements thereto on behalf of Mobil and its Directors and
Officers.
II-8
MOBIL MARINE FINANCE COMPANY I INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Marine Finance
Company I Inc. and its Directors and Officers.
II-9
MOBIL MARINE FINANCE COMPANY II INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Marine Finance
Company II Inc. and its Directors and Officers.
II-10
MOBIL LEASE FINANCE COMPANY INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Lease Finance
Company Inc. and its Directors and Officers.
II-11
MOBIL CHEMICAL FINANCE (TEXAS) INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Chemical
Finance (Texas) Inc. and its Directors and Officers.
II-12
MOBIL CHEMICAL FINANCE (LOUISIANA) INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Chemical
Finance (Louisiana) Inc. and its Directors and Officers.
II-13
MOBIL PETRORAIL FINANCE INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Petrorail
Finance Inc. and its Directors and Officers.
II-14
MOBIL TRANSPORT FINANCE COMPANY INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Transport
Finance Company Inc. and its Directors and Officers.
II-15
MOBIL EQUIPMENT FINANCE COMPANY INC.
PRINCIPAL EXECUTIVE OFFICER:
Walter R. Arnheim* President
PRINCIPAL FINANCIAL OFFICER:
Debra D. Drumheller* Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Martha F. Keeth* Controller
DIRECTORS:
Walter R. Arnheim*
Ralph N. Johanson, Jr.*
Debra D. Drumheller*
------------------------
* By power of attorney authorizing Gordon G. Garney to execute the
Registration Statement and amendments and/or post-effective
amendments and supplements thereto on behalf of Mobil Equipment
Finance Company Inc. and its Directors and Officers.
II-16
Exhibits
1.1 Form of Underwriting Agreement for Pass Through Certificates
of Mobil Marine Finance Company I Inc., Mobil Marine Finance
Company II Inc., Mobil Lease Finance Company Inc., Mobil
Chemical Finance (Texas) Inc., Mobil Chemical Finance
(Louisiana) Inc., Mobil Petrorail Finance Inc., Mobil
Transport Finance Company Inc. and Mobil Equipment Finance
Company Inc.
4.1 Form of Pass Through Trust Agreement among Mobil Corporation,
Mobil Marine Finance Company I Inc., Mobil Marine Finance
Company II Inc., Mobil Lease Finance Company Inc., Mobil
Chemical Finance (Texas) Inc., Mobil Chemical Finance
(Louisiana) Inc., Mobil Petrorail Finance Inc., Mobil
Transport Finance Company Inc. and Mobil Equipment Finance
Company Inc., and State Street Bank and Trust Company, as
Trustee for the Pass Through Trusts.
4.2 Form of Pass Through Certificate (included as part of Exhibit
4.1).
4.3 Form of Guaranty of Mobil Corporation.
5.1* Opinion of Debevoise & Plimpton.
5.2* Opinion of Ralph N. Johanson, Jr., Managing Counsel,
Corporate, Finance and Securities of Mobil Corporation.
5.3* Opinion of Bingham, Dana & Gould, counsel for the Trustee.
8.1* Tax Opinion of Debevoise & Plimpton--Included in Exhibit 5.1.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Debevoise & Plimpton--Included in Exhibit 5.1.
23.2* Consent of Ralph N. Johanson, Jr., Managing Counsel,
Corporate, Finance and Securities of Mobil Corporation--
Included in Exhibit 5.2.
23.3* Consent of Bingham, Dana & Gould--Included in Exhibit 5.3.
23.4 Consent of Ernst & Young LLP, Independent Auditors.
24.1(a)Power of Attorney--Mobil Corporation.
24.1(b)Power of Attorney--Mobil Corporation.
24.2 Power of Attorney--Mobil Marine Finance Company I Inc.
24.3 Power of Attorney--Mobil Marine Finance Company II Inc.
24.4 Power of Attorney--Mobil Lease Finance Company Inc.
24.5 Power of Attorney--Mobil Chemical Finance (Texas) Inc.
24.6 Power of Attorney--Mobil Chemical Finance (Louisiana) Inc.
24.7 Power of Attorney--Mobil Petrorail Finance Inc.
24.8 Power of Attorney--Mobil Transport Finance Company Inc.
24.9 Power of Attorney--Mobil Equipment Finance Company Inc.
25 Statement of Eligibility of Pass Through Trustee on Form
T-1.
(b) Financial Statements Schedules
Not Applicable.
* To be filed by amendment.