<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-6262
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
AMOCO EMPLOYEE SAVINGS PLAN
200 East Randolph
Chicago, Illinois 60601
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
BP Amoco p.l.c.
Britannic House
1 Finsbury Circus
London EC2M 7BA, England
<PAGE>
SIGNATURE
The Plan
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMOCO EMPLOYEE SAVINGS PLAN
By State Street Bank and Trust Company,
Plan Trustee and Administrator
Date: June 23, 1999 By /s/ Beth M. Halberstadt
Beth M. Halberstadt
Vice President
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of BP Amoco Corporation
We have audited the accompanying statement of assets available
for benefits of Amoco Employee Savings Plan as of December 31,
1998, and the related statement of changes in assets available
for benefits for the year then ended. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the assets available
for benefits of the Plan at December 31, 1998, and the changes in
its assets available for benefits for the year then ended, in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as
of December 31, 1998, and reportable transactions for the year
then ended, are presented for purposes of additional analysis and
are not a required part of the financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's
management. The Fund Information in the statement of assets
available for benefits and the statement of changes in assets
available for benefits is presented for purposes of additional
analysis rather than to present the assets available for benefits
and the changes in assets available for benefits of each fund.
The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audit of the
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the financial statements
taken as a whole.
Chicago, Illinois Ernst & Young LLP
June 16, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Amoco Corporation
In our opinion, the accompanying statement of net assets
available for benefits (with fund information) presents fairly,
in all material respects, the net assets available for benefits
of the Amoco Employee Savings Plan at December 31, 1997 in
conformity with generally accepted accounting principles. This
financial statement is the responsibility of Amoco Corporation's
management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of
this statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement
is free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed
above.
Our audit was performed for the purpose of forming an opinion on
the basic financial statement taken as a whole. The fund
information in the statement of net assets available for benefits
(with fund information) is presented for purposes of additional
analysis rather than to present the net assets available for
benefits of each fund. The fund information has been subjected
to the auditing procedures applied in the audit of the basic
financial statement, and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statement
taken as a whole.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 15, 1998
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
December 31,
1998 1997
(thousands of dollars)
Assets
Investments at fair value:
Amoco Stock Fund $ 2,812,904 $ 2,341,379
Money Market Fund 838,638 613,351
U.S. Savings Bonds 18,163 21,730
Balanced Fund 244,065 208,251
Bond Index Fund 104,060 59,668
Equity Index Fund 950,156 780,342
International Equity Index Fund 21,836 --
Mid-Cap Equity Index Fund 46,946 --
Small-Cap Equity Index Fund 33,369 --
Participant loans 120,361 127,601
Total investments 5,190,498 4,152,322
Cash held for disbursement 1,572 531
Assets available for benefits $ 5,192,070 $ 4,152,853
The accompanying notes are an integral part of these statements.
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 1 OF 4)
For the year ended December 31, 1998
(thousands of dollars)
Amoco Money U.S.
Stock Market Savings
Fund Fund Bonds
Additions of assets attributed to:
Participant contributions $ 64,716 $ 44,371 $ 505
Employer contributions 89,014 -- --
Forfeitures (net) (2,071) 2,886 (15)
Net realized and unrealized
appreciation in fair value
of investments 833,537 -- --
Interest and dividends 86,419 39,767 1,133
Participant loans (net) 10,605 (5,715) (84)
Interfund transfers (net) (450,560) 309,098 (3,809)
Total additions 631,660 390,407 (2,270)
Deductions of assets attributed to:
Distributions to participants (159,922) (165,120) (1,297)
Administrative expenses (213) -- --
Total deductions (160,135) (165,120) (1,297)
Net increase (decrease) in
assets during the year 471,525 225,287 (3,567)
Assets available for benefits:
Beginning of year 2,341,379 613,351 21,730
End of year $2,812,904 $838,638 $18,163
The accompanying notes are an integral part of these statements.
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 2 OF 4)
For the year ended December 31, 1998
(thousands of dollars)
Bond Equity
Index Index Balanced
Fund Fund Fund
Additions of assets attributed to:
Participant contributions $ 2,082 $ 35,578 $ 10,425
Employer contributions -- -- --
Forfeitures (net) (13) (627) (156)
Net realized and unrealized
appreciation in fair value
of investments 6,468 205,634 36,406
Interest and dividends 80 1,422 1,516
Participant loans (net) 197 (5,088) 760
Interfund transfers (net) 42,006 667 8,773
Total additions 50,820 237,586 57,724
Deductions of assets attributed to:
Distributions to participants (6,323) (67,544) (21,389)
Administrative expenses (105) (228) (521)
Total deductions (6,428) (67,772) (21,910)
Net increase (decrease) in
assets during the year 44,392 169,814 35,814
Assets available for benefits:
Beginning of year 59,668 780,342 208,251
End of year $104,060 $950,156 $244,065
The accompanying notes are an integral part of these statements.
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 3 OF 4)
For the year ended December 31, 1998
(thousands of dollars)
International Mid-Cap Small-Cap
Equity Equity Equity
Index Index Index
Fund Fund Fund
Additions of assets attributed to:
Participant contributions $ 568 $ 1,015 $ 603
Employer contributions -- -- --
Forfeitures (net) (1) (3) --
Net realized and unrealized
appreciation in fair value
of investments 943 4,948 1,017
Interest and dividends 16 35 19
Participant loans (net) 75 129 87
Interfund transfers (net) 20,467 41,535 31,823
Total additions 22,068 47,659 33,549
Distributions to participants (227) (707) (162)
Administrative expenses (5) (6) (18)
Total deductions (232) (713) (180)
Net increase (decrease) in
assets during the year 21,836 46,946 33,369
Assets available for benefits:
Beginning of year -- -- --
End of year $ 21,836 $46,946 $33,369
The accompanying notes are an integral part of these statements.
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 4 OF 4)
For the year ended December 31, 1998
(thousands of dollars)
Cash
Disbursement Participant
Account Loans Total
Additions of assets attributed to:
Participant contributions $ -- $ -- $ 159,863
Employer contributions -- -- 89,014
Forfeitures (net) -- -- --
Net realized and unrealized
appreciation in fair value
of investments -- -- 1,088,953
Interest and dividends 573 130,980
Participant loans (net) -- (966) --
Interfund transfers (net) -- -- --
Total additions 573 (966) 1,468,810
Distributions to participants 2,583 (6,274) (426,382)
Administrative expenses (2,115) -- (3,211)
Total deductions 468 (6,274) (429,593)
Net increase (decrease) in
assets during the year 1,041 (7,240) 1,039,217
Asset available for benefits:
Beginning of year 531 127,601 4,152,853
End of year $ 1,572 $ 120,361 $5,192,070
The accompanying notes are an integral part of these statements.
<PAGE>
AMOCO EMPLOYEE SAVINGS PLAN
_______________________
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1998
1. Description of the Plan:
Amoco Corporation (the "Company") established the Amoco
Employee Savings Plan (the "Plan") effective July 1, 1955. The
Plan was amended and restated effective January 1, 1998. The Plan
includes all approved companies of the controlled group of
corporations included in the consolidated Federal income tax
return of the Company. On December 31, 1998, the Company merged
with The British Petroleum Company p.l.c. ("BP") pursuant to
which the Company became a wholly owned subsidiary of BP. BP was
renamed BP Amoco p.l.c. and Amoco Corporation was renamed BP
Amoco Corporation.
The following brief description of the Plan is provided for
general information purposes only. Participants should refer to
the Plan document for more complete information.
The purpose of the Plan is to encourage employees in the
regular savings of a part of their earnings and to assist them in
accumulating additional security for their retirement. The Plan
provides that both employee and Company matching contributions
will be held in a trust by an independent trustee for the benefit
of participating employees. State Street Bank and Trust Company
("State Street Bank") is the Trustee and Plan Administrator of
the Plan. The Company reserves the right to make any changes to
or terminate the Plan. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
Under the Plan, participating employees may contribute up to
a certain percentage of their qualified pay on a pre-tax and/or
after-tax basis. A specified portion of the employee
contribution, up to a maximum of 7 percent, is matched by the
Company in the form of contributions to the BP Amoco Stock Fund.
There were 27,290 participants in the Plan at December 31,
1998, of which 22,676 were current employees of the participating
employers. The benefit to which a participant is entitled is the
benefit which can be provided by the participant's vested account
balance. Participants are fully vested in their participant
contribution accounts. Vesting in Company matching contribution
accounts is dependent upon specific criteria as described in the
Plan document. Forfeited Company contributions may be used to
reduce Company matching contributions or to offset administrative
expenses of the Plan. Forfeitures, expressed in thousands of
dollars, totaled $2,886 in 1998. In accordance with the Plan
document, the Company elected to fund $937 and $5,114 of Company
matching contributions, expressed in thousands of dollars, during
1998 and 1997, respectively, from forfeitures held in the Money
Market Fund.
All reasonable and necessary Plan administrative expenses
are paid out of the Plan trust or paid by the Company. Generally,
fees and expenses related to investment management of each
investment option are paid out of the respective funds. As a
result, the returns on those
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
investments are net of the fees and expenses of the managers of
those investment options and certain other brokerage commissions
and other fees and expenses incurred in connection with those
investment options. Fees and expenses associated with U.S. Savings
Bonds are paid as costs and expenses of the Plan.
Company matching contributions are invested by the Trustee
in the BP Amoco Stock Fund. Each participating employee may
direct that any or all cash consisting of his or her
contributions and income credited to his or her accounts shall be
invested by the Trustee in one or more of the following
investment options: BP Amoco Stock Fund, Money Market Fund,
Balanced Fund, Bond Index Fund, Equity Index Fund, International
Equity Index Fund, Mid-Cap Equity Index Fund, or Small-Cap Equity
Index Fund.
Amoco Stock Fund
The following description of the Amoco Stock Fund relates to
the period prior to the BP-Amoco merger. During 1998, most Amoco
Stock Fund contributions were used by the Trustee to purchase the
Company's common stock.
Amounts not invested in Amoco common stock were held as cash
or used to purchase short-term investments and other public and
private debt, equity, and derivative securities (including
options and futures contracts). There were no investments in
derivative securities during 1998. The Trustee, as directed by
the fund manager, made purchases and sales of securities on the
open market, in privately negotiated transactions, or otherwise.
From time to time the Plan was able to borrow funds as necessary,
through available lines of credit totaling $200 million, from one
or more financial institutions on a short-term basis at market
rates to provide sufficient liquidity to the Amoco Stock Fund.
The assets of the Amoco Stock Fund were used as security for such
loans. During 1998, the fund borrowed $1,932,285 for a period of
one day at an interest cost of $285.
The percentage of assets of the Amoco Stock Fund in
investments other than Amoco common stock under normal
circumstances was less than 5 percent. However, this figure
changed as transactions were made and may have been substantially
higher or lower at a given time. The percentage of assets of the
Amoco Stock Fund in investments other than Amoco common stock,
primarily consisting of cash equivalents, at year-end December
31, 1998 was 3 percent.
Amoco common stock held in the fund and dividends and other
distributions were not specifically allocated to participant
accounts. Instead, each participant's investment in the Amoco
Stock Fund was based on the proportion of his or her investment
in the fund to that of all Plan participants. Participants'
balances in the Amoco Stock Fund were denominated in "units." The
value of a unit fluctuated in response to various factors
including, without limitation, the price of and dividends paid on
the Amoco common stock, earnings and losses on other investments
in the fund and the mix of assets in the fund among Amoco common
stock and other investments. At December 31, 1998 there were
95,067,089 units in the fund at a unit value of $29.37. The
manager of
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
the Amoco Stock Fund was State Street Global Advisors Inc., the
investment management unit of State Street Bank.
Effective with the BP-Amoco merger, the outstanding shares
of Amoco Corporation were canceled and exchanged for BP Amoco
p.l.c. Ordinary Shares in the form of BP Amoco p.l.c. American
Depositary Shares ("ADS"). Effective January 4, 1999, the Amoco
Stock Fund became the BP Amoco Stock Fund and contributions are
used by the Trustee to purchase BP Amoco p.l.c. ADSs.
Money Market Fund
Amounts invested in the Money Market Fund are held in the
U.S. Cash Management Fund for Directed Trusts ("Cash Management
Fund")of the Brinson Trust Company Collective Investment Trust
for Pension and Profit Sharing Trusts (the "Brinson Collective
Trust"). The types of investments the Brinson Collective Trust
may invest in include U.S. Treasury obligations, commercial
paper, bank deposits, certificates of deposit, bonds, debentures,
publicly available money market funds, loan participation and
other obligations; provided that no more than 20 percent of the
value of the Brinson Collective Trust may be invested in
obligations with maturity dates of greater than 91 days. As of
December 31, 1998, the fund was invested primarily in cash
equivalents. The manager of the Money Market Fund is Brinson
Partners, Inc. of Chicago. The fund manager is responsible for
the selection of securities to be purchased for the Money Market
Fund.
U.S. Savings Bonds
This investment option was closed to new contributions
effective July 2, 1998. Participant balances in U.S. Savings
Bonds were invested by the Trustee in the most recent offering
issued by the U.S. Treasury. Contributions were held in
participants' accounts until they were invested in U.S. Savings
Bonds.
Balanced Fund
The Balanced Fund is a diversified fund which offers
investors a mixture of stocks and bonds. The fund is balanced by
an exposure to the equity markets of approximately 60 percent and
an exposure to the fixed income markets of approximately 40
percent. The equity component includes exposure to both the
domestic and international markets. For additional liquidity, a
portion of the Balanced Fund is invested in State Street Bank's
Short- Term Investment Fund composed of various short-term
financial instruments. A small portion of the Balanced Fund may
be held in derivative instruments to manage its currency and
market exposures. State Street Global Advisors Inc. is the
investment manager of the Balanced Fund. At December 31, 1998
there were 16,379,835 units in the fund at a unit value of
$14.88.
Bond Index Fund
The Bond Index Fund is invested primarily in Bankers Trust
Company's commingled BT Pyramid Broad Market Index Fund ("BT
Broad Market Fund"). The BT Broad Market Fund is part of the BT
Pyramid Trust of Bankers Trust Company, of which Bankers Trust
Company is the trustee.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
A small portion of the Bond Index Fund may be held in money
market and other short-term instruments and U.S. Treasury futures
contracts for liquidity purposes. The investment manager of the
Bond Index Fund is Bankers Trust Company. At December 31, 1998
there were 17,354,329 units in the fund with a unit value of
$6.07.
Equity Index Fund
The Equity Index Fund is invested primarily in the BT
Pyramid Equity Index Fund. The BT Pyramid Equity Index Fund is
part of the BT Pyramid Trust of Bankers Trust Company. A small
portion of the Equity Index Fund may be invested in short-term
investments and derivative instruments, such as S&P 500 futures
contracts, for liquidity purposes. The Equity Index Fund is
managed by Bankers Trust Company. At December 31, 1998 there were
20,027,482 units in the fund at a unit value of $47.58.
International Equity Index Fund
The International Equity Index Fund is invested primarily in
the State Street Bank's Daily EAFE Fund, which is part of the
State Street Bank and Trust Company Investment Funds for Tax
Exempt Retirement Plans. A small portion of the International
Equity Index Fund may be separately invested in short-term
investments, public and private equity securities and in equity
derivative instruments for liquidity purposes. The International
Equity Index Fund is managed by State Street Global Advisors Inc.
At December 31, 1998, there were 1,193,818 units in the fund at a
unit value of $18.36.
Mid-Cap Equity Index Fund
The Mid-Cap Equity Index Fund is invested primarily in State
Street Bank's S&P MidCap Index Fund, which is part of the State
Street Bank and Trust Company Investment Funds for Tax Exempt
Retirement Plans. A small portion of the Mid-Cap Equity Index
Fund may be separately invested in short-term investments, public
and private equity securities and in equity derivative
instruments for liquidity purposes. The Mid-Cap Equity Index Fund
is managed by State Street Global Advisors Inc. At December 31,
1998, there were 970,073 units in the fund at a unit value of
$48.31.
Small-Cap Equity Index Fund
The Small-Cap Equity Index Fund is invested primarily in BT
Pyramid Russell 2000 Index Fund, which is part of the BT Pyramid
Trust of Bankers Trust Company. A small portion of the Small-Cap
Equity Index Fund may be separately invested in short-term
investments, public and private equity securities and in equity
derivative instruments for liquidity purposes. The Small-Cap
Equity Index Fund is managed by Bankers Trust Company. At
December 31, 1998, there were 716,999 units in the fund at a unit
value of $46.36.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
2. Summary of Significant Accounting Policies:
Method of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates and
assumptions that affect certain reported amounts. Actual results
may differ in some cases from the estimates.
Investment Valuation
BP Amoco p.l.c. ADSs were valued at the closing market price
on the New York Stock Exchange. Common stock in other funds is
also valued at quoted market prices. Investments in common
collective trust funds are based on quoted market prices of the
underlying assets. Series "EE" Bonds are valued at the current
redemption value prescribed by U.S. Treasury Department
regulations. Interests in the Money Market Fund and participant
loans are valued at cost which approximates fair value. Realized
gains and losses are recognized upon the disposition of
investments by comparing the proceeds, or fair value, to the
average cost. Average cost is calculated as the weighted average
of the fair value of the disposed securities at the beginning of
the year or acquisition cost if acquired during the year. In
accordance with the policy of stating investments at fair value,
unrealized appreciation or depreciation of the fair value of
investments for the year, if any, is calculated as fair value at
the end of the year less fair value at the beginning of the year,
or acquisition cost if acquired during the year.
3. Investments:
The composition of various savings plan funds at fair value
as of December 31, 1998 and 1997 was as follows:
December 31,
1998 1997
(thousands of dollars)
Amoco Stock Fund
BP Amoco p.l.c. ADSs* $2,731,049 $ --
Amoco Corporation common stock -- 2,292,586
Short-term Investment Fund 66,266 50,023
Interest, dividends, and other
receivables (payables) 15,589 (1,230)
Total 2,812,904 2,341,379
- ------------
*Effective with the merger of BP and Amoco on December 31, 1998,
46,288,858 Amoco shares held by the Amoco Stock Fund were canceled
and exchanged for 30,627,794 BP Amoco p.l.c. ADSs.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments: (continued)
December 31,
1998 1997
(thousands of dollars)
Money Market Fund
U.S. Cash Management Fund for
Directed Trusts 851,958 608,489
Interest and other
receivables(payables) (13,320) 4,862
Total 838,638 613,351
U.S. Savings Bonds
Series "EE" Bonds, $50-$100 denomination 18,114 21,667
Short-term Investment Fund 49 63
Total 18,163 21,730
Balanced Fund
S&P 500 Flagship 92,929 --
S&P 500 Index Fund with Futures -- 73,966
Daily Bond Market Fund 73,641 69,369
Daily EAFE Bond Market Fund 41,869 39,633
S&P Midcap Index Fund 11,866 8,523
Short-term Investment Fund 23,439 16,815
Interest, dividends, and other
receivables (payables) 321 (55)
Total 244,065 208,251
Bond Index Fund
BT Pyramid Broad Market Index Fund 104,775 58,536
Liquid Asset/Bond Index Fund 545 569
Interest, dividends, and other
receivables (payables) (1,260) 563
Total 104,060 59,668
Equity Index Fund
BT Pyramid Equity Index Fund 943,438 765,502
Liquid Asset Mutual Fund 9,554 17,997
Interest, dividends, and other
receivables (payables) (2,836) (3,157)
Total 950,156 780,342
International Equity Index Fund
EAFE Series A 8,190 --
Daily EAFE Fund 13,726 --
Interest, dividends, and other
receivables (payables) (80) --
Total 21,836 --
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments: (continued)
December 31,
1998 1997
(thousands of dollars)
Mid-Cap Equity Index Fund
MidCap Index Series A 17,059 --
S&P MidCap Index Fund 29,812 --
Interest, dividends, and other
receivables (payables) 75 --
Total 46,946 --
Small-Cap Equity Index Fund
BT Pyramid Russell 2000 Index Fund 31,717 --
Liquid Asset Mutual Fund 1,541 --
Interest, dividends, and other
receivables (payables) 111 --
Total 33,369 --
Participant loans, at rates ranging from
8% to 8.5% 120,361 127,601
Total Investments $5,190,498 $4,152,322
4. Participant Loans:
Participants are eligible to borrow from their account
balances in the Plan. Loans are made in the form of cash and the
amount may not exceed the lesser of 50 percent of the market
value of the total vested accounts or $50,000 less the highest
loan balance outstanding during the preceding twelve months. The
participant must execute a promissory note to take out a loan.
Interest rates are fixed for the duration of the loan and charged
on the unpaid balance. The interest rate charged is the prime
rate as reported by the Wall Street Journal on the next to the
last business day of the month preceding the month the
participant applies for the loan. Repayment of loan principal and
interest is generally made by payroll deductions and credited to
the participant's accounts.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
5. Taxes:
The Internal Revenue Service ruled August 23, 1995, that the
Plan qualified under Section 401(a) of the Internal Revenue Code
("IRC") and, therefore, the related trust is not subject to tax
under present income tax law. The Plan has been amended since
receiving the determination letter. However, the Plan
Administrator and Trustee and the Plan's tax counsel believe that
the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. The
Company reserves the right to make any amendment necessary to
maintain the qualification of the Plan and Trust.
6. Year 2000 (Unaudited):
The Year 2000 issue, which stems from computer programs
written using two digits rather than four to define the
applicable year, could result in processing faults on the change
of the century, producing a wide range of consequences.
The Plan relies on some Company systems for certain aspects
of its operation. The Company has conducted a risk-based review
of its computer systems and computer-controlled processes to
identify those which could be affected and developed an
implementation plan to test and remediate the faults. The Company
is replacing or repairing the identified affected systems, in
close collaboration with system suppliers. All business-critical
work is due to be completed by June 30, 1999. There are some
known exceptions to this target, for valid reasons, that will be
closely managed to completion and will have contingency plans in
place to mitigate risks.
The Company and the Plan are also exposed, to an
unquantifiable degree as are other companies and plans, to the
failure of third party service providers to deal with the Year
2000 exposures. The Company is in the process of developing
contingency plans to address potential system or supplier Year
2000 failures. The third party service providers of the Plan have
indicated that they are taking steps to ensure that their systems
will be Year 2000 compliant and that they are making contingency
plans in the event of Year 2000 complications. If steps
required by the Company or any of its third party service
providers for the Plan in connection with the Year 2000 issue are
not taken on a timely basis, the Year 2000 problems could have a
material impact on the Plan.
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
FORM 5500 AT DECEMBER 31, 1998
<TABLE>
Line 27a -- Schedule of Assets Held for Investment Purposes
<CAPTION>
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
* BP Amoco p.l.c. BP Amoco p.l.c. American Depositary Shares $1,691,169 $2,731,049
U.S. Government U.S. Govt. Series EE - Bonds 14,703 18,114
Bankers Trust Company BT Pyramid Broad Market Index Fund 95,398 104,775
Liquid Asset Mutual Fund 11,640 11,640
BT Pyramid Equity Index Fund 576,726 943,438
BT Pyramid Russell 2000 Index Fund 30,316 31,717
* State Street Bank &
Trust Company Daily Bond Market Fund 63,798 73,641
Daily EAFE Fund 13,533 13,726
EAFE Series A 7,793 8,190
S&P 500 Flagship 56,579 92,929
Daily EAFE Bond Market Fund 40,556 41,869
S&P Midcap Index Fund 36,231 41,678
Midcap Index Series A 15,223 17,059
Short-Term Investment Fund 89,754 89,754
Brinson Trust Company U.S. Cash Management Fund for Directed Trusts 851,958 851,958
* Participant Loans at rates ranging from
8% to 8.5% -- 120,361
$3,595,377 $5,191,898
<FN>
<F1>
* Party in Interest
</FN>
</TABLE>
<PAGE>
EIN 36-1812780
Plan No. 001
AMOCO EMPLOYEE SAVINGS PLAN
FORM 5500 FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
Line 27d -- Schedule of Reportable Transactions
(thousands of dollars)
Category (iii) - Series of transactions in excess of 5% of Plan assets
<CAPTION>
Current Value of
Identity of Description of Purchase Selling Asset on Net Gain
Party Involved Asset Price Price Cost of Asset Transaction Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
Amoco Corporation Common Stock $ 512,049 $512,049 $512,049
$ 907,093 $634,270 $907,093 $272,823
Brinson Trust U.S. Cash $ 691,251 $691,251 $691,251
Company Management Fund for $ 447,781 $447,781 $447,781 --
Directed Investments
State Street Bank Short-Term $1,076,145 $1,076,145 $1,076,145
& Trust Company Investment Fund $1,050,736 $1,050,736 $1,050,736 --
Bankers Trust BT Pyramid Equity $ 215,486 $215,486 $215,486
Company Index Fund $ 240,634 $164,439 $240,634 $ 76,195
Bankers Trust Liquid Asset Mutual $ 627,330 $627,330 $627,330
Company Fund $ 634,256 $634,256 $634,256 --
<FN>
<F1>
There were no Category (i), (ii) or (iv) transactions during 1998.
</FN>
</TABLE>
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-9798) pertaining to the Amoco Employee
Savings Plan of BP Amoco p.l.c. of our report dated June 16, 1999,
with respect to the financial statements and schedules of the
Amoco Employee Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1998.
Chicago, Illinois Ernst & Young LLP
June 23, 1999
<PAGE>
Exhibit 23(b)
AMOCO EMPLOYEE SAVINGS PLAN
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-9798) of BP Amoco
p.l.c. of our report dated June 15, 1998 relating to the
financial statements of the Amoco Employee Savings Plan, which
appears in this Form 11-K.
PricewaterhouseCoopers LLP
Chicago, IL
June 23, 1999
<PAGE>
