11
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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 fiscal year ended December 31, 1999
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:
BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
200 East Randolph Drive
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
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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.
BP Amoco Partnership Savings Plan
By Plan Administrator
Date June 26, 2000 /s/ John F. Campbell
John F. Campbell
Senior Vice President of Human Resources
BP Amoco Corporation
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Report of Independent Auditors
To the Investment Committee of BP Amoco Corporation
Chicago, Illinois
We have audited the accompanying statements of assets available
for benefits of The BP Amoco Partnership Savings Plan (formerly
BP America Partnership Savings Plan) as of December 31, 1999 and
1998, and the related statement of changes in assets available
for benefits for the year ended December 31, 1999. 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 auditing standards
generally accepted in the United States. 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 assets available
for benefits of the Plan at December 31, 1999 and 1998, and the
changes in its assets available for benefits for the year ended
December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
June 22, 2000
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
1999 1998
Investment in BP America Master Trust $ 16,826 $ 13,924
Assets available for benefits $ 16,826 $ 13,924
The accompanying notes are an integral part of these statements.
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
(thousands of dollars)
Additions of assets attributed to:
Net investment income in
BP America Master Trust $ 2,779
Company contributions 442
Participant contributions 1,416
Total additions 4,637
Deductions of assets attributed to:
Distributions to participants (1,735)
Net increase in assets during the year 2,902
Assets available for benefits:
Beginning of year 13,924
End of year $ 16,826
The accompanying notes are an integral part of these statements.
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Notes to Financial Statements
1. DESCRIPTION OF PLAN
BP America Inc. (the "Company") established the BP America
Partnership Savings Plan effective April 1, 1988. The Plan was
amended and restated effective April 7, 2000 and its name was
changed to the BP Amoco Partnership Savings Plan (the "Plan").
Managers and Assistant Managers of Company-operated service
stations are eligible to participate in the Plan.
The following brief description of the Plan, as it existed
in 1999, is provided for general information only. Unless
otherwise indicated, all descriptions in these notes relate to
the Plan as it existed in 1999. Participants should refer to the
Plan document for more complete information.
The purpose of the Plan is to encourage eligible employees
to regularly save part of their earnings and to assist them in
accumulating additional security for their retirement. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Company reserves the right to
amend or terminate the Plan at any time.
The Plan provides that both participant contributions and
Company matching contributions will be held in a trust by an
independent trustee for the benefit of participating employees.
Plan assets are held in the BP America Master Trust ("Master
Trust"). The trustee for the Master Trust is Fidelity Management
Trust Company (the "Trustee"). Prior to February 1, 1999, Bankers
Trust Company served as the trustee. The Company is the Plan
sponsor and an officer of the Company serves as Plan
Administrator. Effective January 31, 2000, BP Amoco Corporation
became the Plan sponsor and the Senior Vice President of Human
Resources became the Plan Administrator. Fidelity Investments
Institutional Services Company, Inc. is the Plan's recordkeeper.
Prior to February 1, 1999, Metropolitan Life Insurance Company
was the Plan's recordkeeper.
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. Participants may elect to invest in numerous
investment fund options as provided by the Plan. 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 at any time throughout the year.
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Notes to Financial Statements (continued)
The Company contributes quarterly to the Plan an amount
equal to fifty percent of each participant's contribution up to
6% of base pay. Company contributions are made in investments
which follow the participant investment direction. 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 Plan year.
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. Forfeitures of Company contributions by
participants who withdrew from the Plan before vesting amounted
to (in thousands of dollars) $55 in 1999 and $27 in 1998. The
Plan uses forfeitures to pay certain administrative expenses and
to reduce future Company contributions.
The Plan does not provide for loans to participants.
2. PLAN AMENDMENTS
In 1999, the Plan was amended to add additional mutual fund
(Registered Investment Companies) investment options.
3. 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. All investments of the Master Trust,
except as noted below, are stated at fair value generally as
determined by quoted market prices, if available. In 1998,
certain investments in guaranteed investment contracts and
synthetic guaranteed investment contracts were valued at contract
value; other investments in guaranteed investment contracts were
valued at fair value because the contracts were not fully benefit
responsive as there was a severe penalty for early withdrawal. In
1999, investments in guaranteed investment contracts and
synthetic
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Notes to Financial Statements (continued)
guaranteed investment contracts are valued at contract value
because they are fully benefit responsive. The Master Trust's
interest in the guaranteed investment contracts and synthetic
guaranteed investment contracts with managed portfolio companies
and insurance companies represents the maximum potential credit
loss from concentrations of credit risk associated with its
investment in these contracts. Other investments for which no
quoted market prices are available are valued at fair value as
determined by the Trustee based on the advice of its investment
consultants.
Administrative Expenses. Administrative expenses are primarily
paid by the Company; investment processing fees are paid by
affected participants from Plan assets.
Reclassification. Certain amounts in the 1998 financial
statements have been reclassified to conform to the 1999
presentation.
4. INCOME TAX STATUS
The Internal Revenue Service ruled February 5, 1996, that
the Plan qualifies under Section 401(a) of the Internal Revenue
Code (the "IRC") and therefore the related trust is tax exempt
under Section 501(a) of the IRC. 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 IRC. The Plan sponsor reserves the right to make any
amendment necessary to maintain the qualification of the Plan and
Master Trust.
5. MASTER TRUST
In 1999 and 1998, all investment assets of the Plan were
held 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 daily 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, 1999 and 1998, the Plan's percentage
interest in the Master Trust was 0.8% and 0.7%, respectively. The
net assets of the Master Trust as of December 31, 1999 and 1998,
and changes in net assets of the Master Trust for the year ended
December 31, 1999, are as follows:
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Notes to Financial Statements (continued)
5. MASTER TRUST (continued)
STATEMENT OF NET ASSETS
(thousands of dollars)
December 31, December 31,
1999 1998
Investments
BP Amoco p.l.c. American
Depositary Shares ("ADSs") $ 451,516 $ 321,149
Registered investment companies 805,551 668,961
Common collective trust funds 78,523 -
Government-backed obligations 5,009 51,244
Synthetic guaranteed investment contracts 834,402 786,487
Guaranteed investment contracts 59,410 152,231
Money market investments 13,476 39,372
Loans to participants 11,144 14,322
Total investments 2,259,031 2,033,766
Dividends and interest receivable 7,778 11,803
Contributions receivable 3,777 4,810
Total Assets 2,270,586 2,050,379
Operating payables (3,135) (10,297)
Net Assets $ 2,267,451 $ 2,040,082
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Notes to Financial Statements (continued)
5. MASTER TRUST (continued)
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999
(thousands of dollars)
Additions of assets attributed to:
Participant contributions $ 36,414
Rollover contributions 37,514
Company contributions 17,747
Net realized and unrealized appreciation
in fair value of investments:
BP Amoco p.l.c. ADSs 103,330
Registered investment companies 148,313
Interest and dividends 73,669
Total additions 416,987
Deductions of assets attributed to:
Distributions to participants (189,514)
Administrative expenses (104)
Total deductions (189,618)
Net increase in assets during the year 227,369
Net assets
Beginning of year 2,040,082
End of year $2,267,451
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BP AMOCO PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Notes to Financial Statements (continued)
6. SUBSEQUENT EVENTS
Effective as of the close of business on April 6, 2000, the BP
America Master Trust was merged into the BP Amoco Master Trust
for Employee Savings Plans (the "BP Amoco Master Trust"). The
trustee of the BP Amoco Master Trust is State Street Bank & Trust
Company.
Effective April 7, 2000, certain participants were
transferred from the BP America Capital Accumulation Plan and the
BP Amoco Employee Savings Plan into the Plan.
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BP AMERICA PARTNERSHIP SAVINGS PLAN
(formerly BP America Partnership Savings Plan)
Exhibits
Exhibit No. Description
23 Consent of Independent Auditors
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