<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
THE BP AMERICA DIRECTSAVE PLAN
(Full title of the Plan)
BP Amoco p.l.c.
BRITANNIC HOUSE
1 FINSBURY CIRCUS
LONDON EC2M 7BA, ENGLAND
(Name of the issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
TABLE OF CONTENTS
Page
Report of Independent Auditors 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits as
of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1998 and 1997 3
Notes to Financial Statements 4
Signature 20
Exhibit 23 - Consent of Independent Auditors 22
<PAGE>
Report of Independent Auditors
Plan Administrator
The BP America DirectSave Plan
Cleveland, Ohio
We have audited the accompanying statements of net assets available for
plan benefits of The BP America DirectSave Plan as of December 31, 1998 and
1997, and the related statements of changes in net assets available for
plan benefits for the years 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 audits.
We conducted our audits 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 audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan at December 31, 1998 and 1997, and the changes in its net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
June 18, 1999
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Statement of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
($ in thousands)
December 31,
1998 1997
Value of Interest in Master Trust (Note I) $1,999 $1,885
Net Assets Available for Plan Benefits $1,999 $1,885
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1998 and 1997
($ in thousands)
Year Ended
December 31,
1998 1997
Changes in Value of Interest in Master Trust (Note I):
Additions:
Participant Contributions $ 49 $ 51
Investment Income 109 221
Net Realized and Unrealized Gain on Investments 113 77
Total Additions 271 349
Deductions:
Participant Withdrawals (157) (155)
Total Deductions (157) (155)
Transfer To Other Plan 0 (1)
Increase 114 193
Net Assets Available for Plan Benefits at
Beginning of Year 1,885 1,692
Net Assets Available for Plan Benefits at
End of Year $1,999 $1,885
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE A - DESCRIPTION OF PLAN
The following description of The BP America DirectSave Plan (the Plan) provides
only general information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
General Provisions. BP Amoco p.l.c. was created on December 31, 1998 by the
merger of Amoco Corporation and The British Petroleum Company p.l.c. (BP).
Following this merger, BP was renamed BP Amoco p.l.c. (BP Amoco). BP America
Inc. (the Company) is an indirect wholly owned subsidiary of BP Amoco. The
merger did not change the vesting or benefit provisions which were applicable to
the participants prior to the merger. The Plan became effective April 1, 1988.
The Plan is a defined contribution plan, which is subject to and complies with
the Employee Retirement Income Security Act of 1974, as amended (ERISA). Plan
assets are held in a trust under the terms and provisions of the Savings Plan
Master Trust Agreement between the Company and Bankers Trust Company (the
Trustee). The Company is the Plan sponsor and an officer of the Company serves
as Plan Administrator. Metropolitan Life Insurance Company is the Plan record-
keeper. Effective February 1, 1999, Fidelity Management Trust Company will
become the Plan's trustee and Fidelity Investments Institutional Services
Company, Inc. will become the Plan's record-keeper.
The Company may amend or terminate the Plan at any time. Upon termination of
the Plan, the participating employees are 100 percent vested in both their own
and the Company's contributions included in the employees' accounts at the time
of termination.
Eligibility. Hourly employees of Company-operated service stations are
eligible to participate in the Plan. Employees become eligible to participate
after (i) attaining age 21, and (ii) the completion of a twelve-month period,
ending on their first anniversary of employment or any subsequent plan year, in
which they have completed 1,000 or more hours of service in accordance with the
requirements of ERISA. Fee-for-service workers and independent contractors are
ineligible to participate in the Plan.
4
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE A - DESCRIPTION OF PLAN (concluded)
Contributions. Participants may contribute to the Plan on a before-tax basis or
an after-tax basis up to 16% of base pay, subject to legal restrictions.
Participants may elect any of the following investment funds: (i) BP ADS Fund,
(ii) Vanguard Windsor Fund, (iii) Vanguard Growth and Income Fund, (iv) Income
Fund, (v) INVESCO Total Return Fund, (vi) Fidelity Blue Chip Growth Fund,
(vii) J. P. Morgan Institutional International Equity Fund, (viii) Vanguard
Small-Cap Index Fund, and (ix) Vanguard/Wellesley Income Fund. Participant
contributions are remitted semi-monthly to the Trustee and are credited to the
participant's account. Participants may change the percentage they contribute
and the investment direction of their contributions throughout the year. Plan
provisions do not provide for an employer match of the employee contribution.
The Company may make discretionary contributions to the Plan using the service
bonus feature.
Investment Transfers. Participants may elect to sell any portion of their
investment fund(s) and reinvest the proceeds in one or more of the other
available investment alternatives. There are no restrictions on the number of
transactions a participant may authorize during the year.
Loans. The Plan does not provide for loans to participants.
Withdrawals. Active Plan participants may receive, for any reason, in-service
withdrawals of their after-tax contributions and associated earnings.
Withdrawals of before-tax contributions and the pre-1988 earnings thereon, are
generally available only for participants if at least age 59 1/2, if totally and
permanently disabled or in the case of approved financial hardship. Withdrawals
may be received in cash or in kind, except hardship withdrawals and withdrawals
from the J.P. Morgan Institutional International Equity Fund which can only be
paid in cash.
Retirement and Termination of Employment. Upon termination of active
participation by reason of retirement or other termination of employment,
distribution of the account balance may generally be made only by immediate or
postponed lump sum.
NOTE B - PLAN AMENDMENTS
During 1997, two new investment funds were made available to Plan participants
and two funds were renamed.
5
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE C - ACCOUNTING POLICIES
General. The financial statements of the Plan are prepared on the accrual basis
of accounting in accordance with generally accepted accounting principles
(GAAP).
Use of Estimates. The preparation of financial statements in conformity with
GAAP requires the Company to make estimates and assumptions that affect the
reported amount of net assets. Actual results could differ from the estimates
and assumptions used.
Investment Valuation. Investments are valued at quoted market prices, if
available. Investments in guaranteed investment contracts, owned by the Master
Trust, including the Plan's share of such contracts held in the Income Fund, are
valued at fair value because the contracts are not fully benefit responsive as
there is a severe penalty for early withdrawal. Investments in managed
portfolios, collateralized mortgage obligations, and other government
obligations held in the Income Fund are carried at market value, adjusted to
reflect, if applicable, amounts that would become due or payable under
agreements with financial institutions should the underlying securities be sold
prior to maturity. Other investments for which no quoted market prices are
available are valued at fair value as determined by the Bankers Trust Company
based on the advice of its investment consultants. Realized gains or losses on
security transactions are determined on the trade date by the difference between
proceeds received and average cost of the investment. Premiums and discounts
are amortized over the life of the securities.
Plan Expenses. Administrative expenses are primarily paid by the Company;
investment processing fees are paid by affected participants from Plan assets.
NOTE D - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated February 5, 1996, that the Plan qualifies under Section 401(a) of the
Internal Revenue Code (the Code) and that the Trust is tax exempt under Section
501(a) of the Code. The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Company's tax counsel believe
the Plan continues to meet the applicable tax qualification requirements of the
Code.
6
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE E - INCOME FUND
The Income Fund (formerly the Fixed Income Fund) invests primarily with managed
portfolio companies and insurance companies in contracts where the repayment of
principal and payment of interest at a fixed rate for a fixed period of time are
backed by the financial strength of such financial institutions. The Plan
intends to hold these contracts to maturity. The Income Fund does not purchase
on margin or leverage investments, which limits potential losses to the
investments themselves. The Income Fund also invests in U.S. Government-backed
agency obligations or in contracts backed by such obligations.
The managed portfolio companies invest in mortgage-backed obligations, money
market instruments, corporate bonds, assets-backed securities, private placement
bonds, fixed income securities, non-convertible preferred stock, futures and
options, government notes and bonds, and foreign corporate and government
bonds. The investment contracts contain investment-type concentration
guidelines and quality guidelines based on the market value of the portfolio.
The Plan's relative interest in the contracts with managed portfolio companies
and insurance companies represents the maximum potential credit losses from
concentrations of credit risk associated with its investment in the Income Fund.
In order to assure the realization of the carrying amount of collateralized
mortgage obligations, should the securities be sold prior to maturity, the
Income Fund enters into agreements with financial institutions, under the terms
of which, in certain situations, upon the sale of the securities, the Income
Fund would receive the carrying amount of the securities with any difference
between such carrying amount and the sales proceeds charged or credited to the
account of the financial institution. At December 31, 1998 and 1997, the Plan's
relative interest in amounts that would be received by the Income Fund from such
financial institutions amounted to $20,000 and $70,000, respectively.
Certain other employee benefit plans of the Company participate in the Income
Fund. Each plan's relative interest in the Income Fund and the related income
and administrative expense is determined on a basis proportionate to each plan's
past contributions adjusted to reflect distributions, transfers
and prior investment earnings. The Plan's share of the Income Fund was 0.1% at
December 31, 1998 and 0.1% at December 31, 1997.
Participants' accounts earn a blended rate, or weighted average, of all of the
investments held in the Income Fund. Identified below are the Income Fund
investments as of December 31, 1998 and 1997:
7
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE E - INCOME FUND (continued)
<TABLE>
<CAPTION>
Effective Annual % of Income Fund
Interest Rate Net Assets Maturity
(Net of Expenses) at 12/31/98 Date
<S> <C> <C> <C>
Managed Portfolio:
Pacific Investment Management Co. 7.02 28 (1)
J P Morgan Investment Management Co. 7.02 18 (2)
STW 6.42 12 (1)
Loomis Sayles 8.45 20 (1)
78
Guaranteed Investment Contracts:
Aetna Life Insurance Co. 9.48 4 6/15/99
Monumental Life Insurance Co. 6.75 2 12/15/01
John Hancock Mutual Life Insurance Co. 8.36 3 6/30/99
New York Life Insurance Co. 9.48 2 11/28/99
Prudential Insurance Co. 9.70 3 12/15/99
14
Collateralized Mortgage Obligations:
Federal Home Loan Mortgage Corp. (1393 C) 6.00 - (3)
Federal Home Loan Mortgage Corp. (1423 C) 6.60 1 (3)
Federal Home Loan Mortgage Corp. (1494 PE) 5.70 1 (3)
Federal National Mortgage Association (197 A) 6.50 - (3)
2
Other Government Obligations:
Federal Home Loan Mortgage Corp. 7.67 1 5/24/99
Federal Home Loan Mortgage Corp. 7.69 1 6/16/99
Federal National Mortgage Association 8.06 1 6/21/99
Federal National Mortgage Association 7.39 - 5/22/01
3
Interest Bearing Cash:
B T Pyramid Directed Cash Fund 3
100
<FN>
<F1>
(1) Requires 30 day notice to terminate.
<F2>
(2) Requires 60 day notice to terminate.
<F3>
(3) Sold in January, 1999.
</FN>
</TABLE>
8
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE E - INCOME FUND (concluded)
<TABLE>
<CAPTION>
Effective Annual % of Income Fund
Interest Rate Net Assets Maturity
(Net of Expenses) at 12/31/97 Date
<S> <C> <C> <C>
Managed Portfolio:
Pacific Investment Management Co. 7.64 16 (1)
J P Morgan Investment Management Co. 7.94 17 (2)
STW 6.30 10 (1)
Loomis Sayles 8.16 15 (1)
58
Guaranteed Investment Contracts:
Aetna Life Insurance Co. 9.48 8 6/15/99
Commonwealth Life Insurance Co. 6.75 2 12/15/01
John Hancock Mutual Life Insurance Co. 8.36 2 6/30/99
Massachusetts Mutual Life Insurance Co. 9.65 4 7/14/98
New York Life Insurance Co. 9.48 5 11/28/99
Prudential Insurance Co. 9.70 6 12/15/99
27
Collateralized Mortgage Obligations:
Federal Home Loan Mortgage Corp. (1206 F) 6.05 1 9/15/98
Federal Home Loan Mortgage Corp. (1195 DZ) 6.63 1 10/15/98
Federal Home Loan Mortgage Corp. (1213 G) 5.96 1 11/15/98
Federal Home Loan Mortgage Corp. (1393 C) 5.39 1 6/15/99
Federal Home Loan Mortgage Corp. (1423 C) 6.81 1 9/15/99
Federal Home Loan Mortgage Corp. (1494 PE) 5.99 1 11/15/99
Federal National Mortgage Association (197 A) 7.36 1 2/25/02
7
Other Government Obligations:
Federal Home Loan Mortgage Corp. 7.25 1 6/8/98
Federal Home Loan Mortgage Corp. 7.63 1 5/24/99
Federal National Mortgage Association 7.62 1 6/16/99
Federal National Mortgage Association 8.04 1 6/21/99
Federal Home Loan Mortgage Corp. 7.39 1 5/22/01
5
Interest Bearing Cash:
B T Pyramid Directed Cash Fund 3
100
<FN>
<F1>
(1) Requires 30 day notice to terminate.
<F2>
(2) Requires 60 day notice to terminate.
</FN>
</TABLE>
9
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE F - VANGUARD SMALL-CAP INDEX FUND
Effective July 1, 1997, the Vanguard Small-Cap Index Fund (formerly the Vanguard
Index Trust/Small Capitalization Stock Fund) became available to participants.
The Vanguard Small-Cap Index Fund attempts to provide investment results that
parallel the performance of the unmanaged Russell 2000 Small Stock Index, from a
portfolio of small capitalization common stocks.
NOTE G - VANGUARD/WELLESLEY INCOME FUND
Effective July 1, 1997, the Vanguard/Wellesley Income Fund became available to
participants. The Vanguard/Wellesley Income Fund seeks to provide as much
current income as is consistent with reasonable risk with the potential for
moderate growth of capital by investing in bonds and dividend-paying common
stocks.
NOTE H - VANGUARD GROWTH AND INCOME FUND
Effective July 1, 1997, the Vanguard Quantitative Mutual Fund was renamed the
Vanguard Growth and Income Fund.
NOTE I - MASTER TRUST
For the years ended December 31, 1998 and 1997, Bankers Trust Company held all
investment assets of the Plan in the Master Trust with the assets of other plans
of the Company. The beneficial interest of the Plans in the Master Trust is
adjusted monthly to reflect the effect of income collected and accrued, realized
and unrealized gains and losses, contributions and withdrawals, and all other
transactions during each month. The Master Trust constitutes a single
investment account as defined in the master trust reporting and disclosure rules
and regulations of the Department of Labor.
As of December 31, 1998 and 1997, the Plan's percentage interests in the Master
Trust were 0.1% and 0.1%, respectively. The net assets of the Master Trust as
of December 31, 1998 and 1997, and changes in net assets of the Master Trust for
the years then ended, are as follows:
10
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1998
($ in thousands)
<CAPTION>
Vanguard
--------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,538,829 shares
of American Depositary Shares (BP ADS);
market value of $90.75 per ADS $321,149
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 18,943,556 shares;
market value of $15.57 per share $294,951
Vanguard Growth & Income Fund -- 6,949,547 shares;
market value of $30.76 per share $213,768
Vanguard Small-Cap Index Fund -- 468,647 shares;
market value of $21.20 per share $9,935
Vanguard/Wellesley Income Fund -- 398,534 shares;
market value of $22.12 per share $8,816
INVESCO Total Return Fund -- 1,153,630 shares;
market value of $31.36 per share $36,178
Fidelity Blue Chip Growth Fund -- 1,798,273 shares;
market value of $50.39 per share $90,615
J.P. Morgan Institutional International Equity Fund --
1,238,244 shares; market value of $11.87 per share
Income Fund
LOANS TO PLAN PARTICIPANTS
OTHER NET TRUST ASSETS:
Other assets 2,487 521 638 34 27 350 396
Dividends and interest receivable 2,367 571 430 182 43 83 219
Contributions receivable 4,546 50 47 1 5 16
Operating payables (2,269) (429) (876) (53) (66) (158) (604)
TOTAL $328,280 $295,664 $214,007 $10,098 $8,821 $36,458 $90,642
THE BP AMERICA DIRECTSAVE PLAN:
Participating interest $346 $15 $375 $0 $0 $8 $47
Percentage of Master Trust 0.1% 0.0% 0.2% 0.0% 0.0% 0.0% 0.1%
</TABLE>
11
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1998 (concluded)
($ in thousands)
<CAPTION>
J.P. Loan
Morgan Income Fund Total Cost
<S> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,538,829 shares
of American Depositary Shares (BP ADS);
market value of $90.75 per ADS $321,149 $218,906
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 18,943,556 shares;
market value of $15.57 per share 294,951 289,066
Vanguard Growth & Income Fund -- 6,949,547 shares;
market value of $30.76 per share 213,768 158,153
Vanguard Small-Cap Index Fund -- 468,647 shares;
market value of $21.20 per share 9,935 10,818
Vanguard/Wellesley Income Fund -- 398,534 shares;
market value of $22.12 per share 8,816 8,926
INVESCO Total Return Fund -- 1,153,630 shares;
market value of $31.36 per share 36,178 29,592
Fidelity Blue Chip Growth Fund -- 1,798,273 shares;
market value of $50.39 per share 90,615 69,883
J.P. Morgan Institutional International Equity Fund --
1,238,244 shares; market value of $11.87 per share $14,698 14,698 14,142
Income Fund $1,024,793 1,024,793 1,024,793
LOANS TO PLAN PARTICIPANTS $14,322 14,322 14,322
OTHER NET TRUST ASSETS:
Other assets 78 10 4,541 4,538
Dividends and interest receivable 9 7,899 11,803 11,803
Contributions receivable 2 143 4,810 4,810
Operating payables (80) (5,762) (10,297) (10,297)
TOTAL $14,707 $1,027,083 $14,322 $2,040,082 $1,849,455
THE BP AMERICA DIRECTSAVE PLAN:
Participating interest $3 $1,205 $0 $1,999 $1,641
Percentage of Master Trust 0.0% 0.1% 0.0% 0.1% 0.1%
</TABLE>
12
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998
($ in thousands)
<CAPTION>
Vanguard
----------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $18,559 $329 $258 $2 $4 $20 $58
Participant contributions 4,531 7,677 5,795 521 293 1,650 3,373
Loans to participants
Loan reinvestments 848 1,797 1,060 61 35 265 558
Investment income 10,616 26,373 10,813 789 730 1,834 3,198
Interest income on participant loans
Net realized and unrealized gains
(losses) on investments 45,758 (24,925) 29,861 (1,219) (43) 2,633 17,126
Total additions 80,312 11,251 47,787 154 1,019 6,402 24,313
DEDUCTIONS:
Participant withdrawals (14,821) (20,666) (9,767) (490) (128) (1,696) (2,350)
Loan payouts to participants (1,096) (1,096) (663) (28) (17) (127) (260)
Loan repayments
Total deductions (15,917) (21,762) (10,430) (518) (145) (1,823) (2,610)
TRANSFER TO OTHER PLANS (2,459) (15,358) (10,134) (201) (348) (519) (2,850)
NET TRANSFER BETWEEN FUNDS (39,915) (46,648) 20,410 2,573 4,726 (219) 23,673
INCREASE (DECREASE) 22,021 (72,517) 47,633 2,008 5,252 3,841 42,526
Net Assets Available for Plan
Benefits at Beginning of Year 306,259 368,181 166,374 8,090 3,569 32,617 48,116
Net Assets Available for Plan
Benefits at End of Year $328,280 $295,664 $214,007 $10,098 $8,821 $36,458 $90,642
</TABLE>
13
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998 (concluded)
($ in thousands)
<CAPTION>
U.S.
J.P. Savings Loan (a)
Morgan Bond Income Fund Total BPA DSP
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $11 $1 $702 $19,944
Participant contributions 967 4 26,999 51,810 $49
Loans to participants $5,839 5,839
Loan reinvestments 118 1 3,662 8,405
Investment income 433 75,815 130,601 109
Interest income on participant loans 1,298 1,298
Net realized and unrealized gains
(losses) on investments 1,214 11 797 71,213 113
Total additions 2,743 17 107,975 7,137 289,110 271
DEDUCTIONS:
Participant withdrawals (411) (1) (76,436) (877) (127,643) (157)
Loan payouts to participants (42) (2,510) (5,839)
Loan repayments (8,404) (8,404)
Total deductions (453) (1) (78,946) (9,281) (141,886) (157)
TRANSFER TO OTHER PLANS (193) (32,721) (64,783)
NET TRANSFER BETWEEN FUNDS (773) (134) 36,307
INCREASE (DECREASE) 1,324 (118) 32,615 (2,144) 82,441 114
Net Assets Available for Plan
Benefits at Beginning of Year 13,383 118 994,468 16,466 1,957,641 1,885
Net Assets Available for Plan
Benefits at End of Year $14,707 $0 $1,027,083 $14,322 $2,040,082 $1,999
<FN>
<F1>
(a) The BP America DirectSave Plan participating interest.
</FN>
</TABLE>
14
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1997
($ in thousands)
<CAPTION>
Vanguard
--------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,740,768 shares
of American Depositary Shares (BP ADS);
market value of $79.688 per ADR (a) $298,094
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 21,661,253 shares;
market value of $16.98 per share $367,808
Vanguard Growth & Income Fund -- 6,344,249 shares;
market value of $26.19 per share $166,156
Vanguard Small-Cap Index Fund -- 340,266 shares;
market value of $23.75 per share $8,081
Vanguard/Wellesley Income Fund -- 163,231 shares;
market value of $21.86 per share $3,568
INVESCO Total Return Fund -- 1,117,725 shares;
market value of $29.09 per share $32,515
Fidelity Blue Chip Growth Fund -- 1,216,112 shares;
market value of $39.46 per share $47,988
J.P. Morgan Institutional International Equity Fund --
1,235,259 shares; market value of $10.77 per share
U. S. Savings Bond Fund
Income Fund
LOANS TO PLAN PARTICIPANTS
OTHER NET TRUST ASSETS:
Other assets 824 698 981 148 82 274 394
Dividends and interest receivable 3,692 189 89 6 0 82 87
Contributions receivable 4,344 106 67 0 1 5 9
Operating payables (695) (620) (919) (145) (82) (259) (362)
TOTAL $306,259 $368,181 $166,374 $8,090 $3,569 $32,617 $48,116
THE BP AMERICA DIRECTSAVE PLAN:
Participating interest $316 $17 $308 $0 $0 $7 $50
Percentage of Master Trust 0.1% 0.0% 0.2% 0.0% 0.0% 0.0% 0.1%
<FN>
<F1>
(a) On December 31, 1998, The British Petroleum Company p.l.c. was renamed BP Amoco p.l.c.
</FN>
</TABLE>
15
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997 (concluded)
($ in thousands)
<CAPTION>
U.S.
J.P. Savings Loan
Morgan Bond Income Fund Total Cost
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,740,768 shares
of American Depositary Shares (BP ADS);
market value of $79.688 per ADR (a) $298,094 $197,144
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 21,661,253 shares;
market value of $16.98 per share 367,808 327,323
Vanguard Growth & Income Fund -- 6,344,249 shares;
market value of $26.19 per share 166,156 128,619
Vanguard Small-Cap Index Fund -- 340,266 shares;
market value of $23.75 per share 8,081 8,264
Vanguard/Wellesley Income Fund -- 163,231 shares;
market value of $21.86 per share 3,568 3,612
INVESCO Total Return Fund -- 1,117,725 shares;
market value of $29.09 per share 32,515 26,496
Fidelity Blue Chip Growth Fund -- 1,216,112 shares;
market value of $39.46 per share 47,988 41,026
J.P. Morgan Institutional International Equity Fund --
1,235,259 shares; market value of $10.77 per share $13,304 13,304 13,930
U. S. Savings Bond Fund $67 67 67
Income Fund $993,233 993,233 993,233
LOANS TO PLAN PARTICIPANTS $16,466 16,466 16,466
OTHER NET TRUST ASSETS:
Other assets 152 50 446 4,049 4,049
Dividends and interest receivable 5 6,207 10,357 10,357
Contributions receivable 2 1 203 4,738 4,738
Operating payables (80) (5,621) (8,783) (8,783)
TOTAL $13,383 $118 $994,468 $16,466 $1,957,641 $1,766,541
THE BP AMERICA DIRECTSAVE PLAN:
Participating interest $1 $0 $1,186 $0 $1,885 $1,498
Percentage of Master Trust 0.0% 0.0% 0.1% 0.0% 0.1% 0.1%
<FN>
<F1>
(a) On December 31, 1998, The British Petroleum Company p.l.c. was renamed BP Amoco p.l.c.
</FN>
</TABLE>
16
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (continued)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997
($ in thousands)
<CAPTION>
Vanguard
-------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $17,669 $402 $265 $1 $20 $40
Participant contributions 3,552 7,811 5,024 $102 38 1,438 2,737
Loans to participants
Loan reinvestments 770 1,990 1,020 17 4 299 428
Investment income 9,306 58,584 20,190 410 266 1,378 2,297
Interest income on participant loans
Net realized and unrealized gains
(losses) on investments 29,957 7,182 22,764 63 49 4,931 7,097
Total additions 61,254 75,969 49,263 592 358 8,066 12,599
DEDUCTIONS:
Participant withdrawals (13,012) (14,927) (6,784) (21) (18) (898) (1,474)
Loan payouts to participants (1,098) (1,620) (926) (1) (16) (191) (240)
Loan repayments
Total deductions (14,110) (16,547) (7,710) (22) (34) (1,089) (1,714)
TRANSFER TO OTHER PLANS (1,920) (3,878) (1,745) (215)
NET TRANSFER BETWEEN FUNDS 33,216 10,085 6,837 7,520 3,245 1,690 5,285
INCREASE (DECREASE) 78,440 65,629 46,645 8,090 3,569 8,452 16,170
Net Assets Available for Plan
Benefits at Beginning of Year 227,819 302,552 119,729 24,165 31,946
Net Assets Available for Plan
Benefits at End of Year $306,259 $368,181 $166,374 $8,090 $3,569 $32,617 $48,116
</TABLE>
17
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE I - MASTER TRUST (concluded)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997 (concluded)
($ in thousands)
<CAPTION>
U.S.
J.P. Savings Loan (a)
Morgan Bond Income Fund Total BPA DSP
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $8 $4 $855 $19,264
Participant contributions 931 5 27,741 49,379 $51
Loans to participants $7,611 7,611
Loan reinvestments 141 1 4,561 9,231
Investment income 830 1 78,258 171,520 221
Interest income on participant loans 1,442 1,442
Net realized and unrealized gains
(losses) on investments (686) 11 (2,345) 69,023 77
Total additions 1,224 22 109,070 9,053 327,470 349
DEDUCTIONS:
Participant withdrawals (392) (59) (78,659) (1,469) (117,713) (155)
Loan payouts to participants (82) (1) (3,436) (7,611)
Loan repayments (9,231) (9,231)
Total deductions (474) (60) (82,095) (10,700) (134,555) (155)
TRANSFER (TO) FROM OTHER PLANS (5,700) (369) (13,827) (1)
NET TRANSFER BETWEEN FUNDS (7) (20) (67,851)
INCREASE (DECREASE) 743 (58) (46,576) (2,016) 179,088 193
Net Assets Available for Plan
Benefits at Beginning of Year 12,640 176 1,041,044 18,482 1,778,553 1,692
Net Assets Available for Plan
Benefits at End of Year $13,383 $118 $994,468 $16,466 $1,957,641 $1,885
<FN>
<F1>
(a) The BP America DirectSave Plan participating interest.
</FN>
</TABLE>
18
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - 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 affected systems, in close collaboration with
system suppliers. All business-critical work is due to be completed by June,
1999.
The Company and the Plan are also exposed, to an unquantifiable degree, to the
failure of third party service providers to deal with their Year 2000 exposures;
the Company is taking all practical steps to mitigate the effect.
19
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
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.
The BP America DirectSave Plan
Date June 18, 1999 /s/ Robert F. Shockey
by: Robert F. Shockey
Manager, Compensation & Benefits
20
<PAGE>
THE BP AMERICA DIRECTSAVE PLAN
Exhibits
Exhibit No. Description
23 Consent of Independent Auditors
21
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-79399 and No. 333-9020) pertaining to The BP America
DirectSave Plan of BP Amoco p.l.c. of our report dated June 18, 1999, with
respect to the financial statements of The BP America DirectSave Plan
included in this Annual Report (Form 11-K) for the year ended December 31,
1998.
ERNST & YOUNG LLP
Cleveland, Ohio
June 18, 1999
22
