SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 2, 1998 (December 1, 1998)
________________________________________________
Date of report (Date of earliest event reported)
Mobil Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7555 13-2850309
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
3225 Gallows Road
Fairfax, Virginia 22037-0001
Telephone: (703) 846-3000
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(Address of Principal Executive Offices)
Item 5. Other Events.
On December 1, 1998, Mobil Corporation, a Delaware corporation
("Mobil"), Exxon Corporation, a New Jersey corporation ("Exxon"), and Lion
Acquisition Subsidiary Corporation, a Delaware corporation and a wholly-
owned direct subsidiary of Exxon ("Merger Subsidiary"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the
Merger Agreement and subject to the terms and conditions set forth therein,
Merger Subsidiary will be merged with and into Mobil, with Mobil being the
surviving corporation of such merger (the "Merger"), and as a result of the
Merger, Mobil will become a wholly-owned subsidiary of Exxon. At the
Effective Time (as defined in the Merger Agreement) of the Merger, (i) each
issued and outstanding share of common stock, par value $1.00 per share, of
Mobil (the "Mobil Common Stock") will be converted into the right to
receive 1.32015 shares of common stock, without par value, of Exxon and
(ii) each issued and outstanding share of Series B ESOP Convertible
Preferred Stock, par value $1.00 per share, of Mobil (the "Series B
Preferred Stock") will be converted into the right to receive one share of
a new series of preferred stock to be issued by Exxon (having, to the
extent possible, terms identical to those of the Series B Preferred Stock
immediately prior to the Effective Time).
In connection with the execution of the Merger Agreement, Mobil
and Exxon entered into a Stock Option Agreement (the "Option Agreement")
pursuant to which Mobil granted Exxon an option (the "Option") to purchase
up to approximately 14.9% of the outstanding shares of Mobil Common Stock
(after giving effect to the Option) exercisable in the circumstances
specified in the Option Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1
and a copy of the Option Agreement is attached hereto as Exhibit 2.2. The
foregoing description is qualified in its entirety by reference to the full
text of such exhibits. A joint press release announcing the execution of
the Merger Agreement and the Option Agreement was issued on December 1,
1998, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December
1, 1998, among Mobil, Exxon and Merger Subsidiary.
2.2 Stock Option Agreement, dated as of December 1,
1998, between Mobil and Exxon.
99.1 Mobil and Exxon Joint Press Release, dated
December 1, 1998.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 2, 1998
MOBIL CORPORATION
By: /s/ Gordon G. Garney
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Name: Gordon G. Garney
Title: Senior Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of December
1, 1998, among Mobil, Exxon and Merger Subsidiary.
2.2 Stock Option Agreement, dated as of December 1,
1998, between Mobil and Exxon.
99.1 Mobil and Exxon Joint Press Release, dated
December 1, 1998