SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
dated April 19, 2000
BP AMOCO p.l.c.
(Translation of registrant's name into English)
BRITANNIC HOUSE, 1 FINSBURY CIRCUS, LONDON, EC2M 7BA, ENGLAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.
33-39075) OF BP AMERICA INC. AND BP AMOCO p.l.c., THE PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-20338) OF BP AMERICA INC. AND BP
AMOCO p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3
(FILE NO. 33-29102) OF THE STANDARD OIL COMPANY AND BP AMOCO p.l.c., THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.
33-21868) OF BP AMOCO p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION
STATEMENT ON FORM S-8 (FILE NO. 333-9020) OF BP AMOCO p.l.c., THE PROSPECTUS
INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-9798) OF BP
AMOCO p.l.c., AND THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM
S-8 (FILE NO. 333- 79399) OF BP AMOCO p.l.c., AND TO BE A PART THEREOF FROM THE
DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY
DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
<PAGE>
The following documents (bearing the exhibit numbers listed below) are furnished
herewith and made part of this Report pursuant to the General Instructions for
Form 6-K.
Exhibits
- --------
99.1 Press Release dated April 18, 2000.
99.2 Supplementary Listing Particulars of BP Amoco p.l.c.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BP AMOCO p.l.c.
(Registrant)
Dated: April 18, 2000 By: /s/ Paula J. Clayton
---------------------------------
PAULA J. CLAYTON
Deputy Secretary
-3-
FOR IMMEDIATE RELEASE
- ---------------------
APRIL 18, 2000
- --------------
18/00
BP AMOCO COMBINATION WITH ARCO COMPLETED
----------------------------------------
BP Amoco announced today that its combination deal with Atlantic Richfield
Company (ARCO) was completed at 08.00 hours London time today (April 18).
In replacement for shares of ARCO Common Stock which ceased trading at the close
of business yesterday, BP Amoco has listed new BP Amoco securities on the Stock
Exchanges on which its shares are quoted.
-- ENDS --
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN
CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN
PERSONAL FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL
SERVICES ACT 1986 IMMEDIATELY.
If you have sold or otherwise transferred all of your holding of shares in BP
Amoco, please pass this document as soon as possible to the purchaser or
transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee. The
distribution of this document in jurisdictions other than the United Kingdom may
be restricted by law and therefore persons into whose possession this document
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
A copy of this document, which comprises supplementary listing particulars
relating to the Consideration Shares in accordance with the listing rules made
under section 142 of the Financial Services Act 1986, has been delivered for
registration to the Registrar of Companies in England and Wales in accordance
with section 149 of that Act. This document is supplementary to, and should be
read in conjunction with, the Listing Particulars dated 15 July 1999 relating to
the combination of BP Amoco and Atlantic Richfield Company and the issue of up
to 3,343,774,368 ordinary shares of $0.25 each in BP Amoco p.l.c. The Listing
Particulars dated 15 July 1999 may be viewed at www.bpamoco.com/alive. The
definitions used or referred to in the Listing Particulars apply in this
document unless the context otherwise requires.
Application has been made to the London Stock Exchange for the Consideration
Shares to be admitted to the Official List. Dealings in the Consideration Shares
are expected to commence at 8.00am on the Effective Date.
- --------------------------------------------------------------------------------
BP AMOCO p.l.c.
(incorporated and registered in England and Wales with registered no. 102498)
SUPPLEMENTARY LISTING PARTICULARS
relating to the combination of
BP AMOCO p.l.c.
and
ATLANTIC RICHFIELD COMPANY
THE ISSUE OF UP TO 3,343,774,368 ORDINARY SHARES OF $0.25 EACH
IN BP AMOCO p.l.c.
SPONSORED BY MORGAN STANLEY & CO. LIMITED
- --------------------------------------------------------------------------------
Morgan Stanley & Co. Limited is acting for BP Amoco and no-one else in
connection with the Combination and the application for the New BP Amoco
Ordinary Shares and the Consideration Shares to be admitted to the Official List
and will not be responsible to anyone other than BP Amoco for providing the
protections afforded to customers of Morgan Stanley & Co. Limited or for
providing advice in relation to the Combination and the application for the New
BP Amoco Ordinary Shares and the Consideration Shares to be admitted to the
Official List. Morgan Stanley & Co. Limited is regulated by The Securities and
Futures Authority Limited.
ALL STATEMENTS RELATING TO THE BUSINESS, FINANCIAL POSITION AND PROSPECTS OF BP
AMOCO AND ARCO SHOULD BE VIEWED IN LIGHT OF THE YEAR 2000 COMPLIANCE ISSUES
WHICH ARE SET OUT IN PARAGRAPH 15 OF PART I AND PARAGRAPH 15 OF PART VIII OF THE
LISTING PARTICULARS.
<PAGE>
PART I: SIGNIFICANT MATTERS
This document updates certain information set out in the Listing Particulars
dated 15 July 1999.
This document is supplemental to, and should be read in conjunction with,
the Listing Particulars. Any statement contained in the Listing Particulars
shall be deemed to be modified or superseded to the extent that a statement
contained in this document modifies or supersedes such statement. Words and
expressions defined in the Listing Particulars have the same meanings when used
in this document, unless the context otherwise requires.
The offer for Vastar referred to in paragraph 1 of Part I has not yet
commenced. This document does not constitute an offer to buy any securities. Any
offer will be made pursuant to a tender offer statement to be filed with the US
Securities and Exchange Commission. Vastar shareholders are advised to read the
tender offer statement when it is available because it will contain important
information relating to the offer. Shareholders will be able to obtain the
tender offer statement and other filed documents free of charge at the Internet
website maintained by the US Securities and Exchange Commission at www.sec.gov.
In addition, BP Amoco will make the tender offer statement available free of
charge to Vastar's shareholders.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
In order to utilise the "Safe Harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995, BP Amoco is providing the following
cautionary statement.
Statements made in this document, particularly those regarding savings,
demand, gearing, growth, margins, performance, productivity, production,
strategy, synergies, strengths, volumes, BP/Amoco merger effects, the proposed
ARCO combination and its effects, are or may be forward-looking statements (as
defined for the purposes of the US securities laws) and actual results may
differ materially from those expressed or implied in such statements.
Information concerning factors that could cause actual results to differ
materially from those in the forward-looking statements are contained in BP
Amoco's latest published annual report and accounts and in BP Amoco's latest
published report on Form 20F filed with the US Securities and Exchange
Commission.
1 SETTLEMENT OF FEDERAL TRADE COMMISSION OBJECTIONS TO THE COMBINATION
1.1 The announcement reproduced below was made on 13 April 2000:
"BP Amoco and Atlantic Richfield Company (ARCO) today announced that they have
received clearance from the US Federal Trade Commission (FTC) for the
combination of their companies.
The union, which was originally agreed a year ago, will create a combined group
with a market capitalisation of some $200 billion.
BP Amoco chief executive Sir John Browne said: "We are very pleased to have
received FTC approval. We will now close the deal and rapidly implement the
plans we have in place to integrate our operations worldwide. We intend to move
quickly to deliver the significant value of this union to the shareholders of
the new group."
BP Amoco and ARCO said they plan to close the transaction at 0800 hours, London
time, on Tuesday, April 18, 2000. The last day of trading in ARCO common stock
will therefore be Monday, April 17, 2000."
1.2 The announcement reproduced below was made on 16 March 2000:
"BP Amoco chief executive Sir John Browne said today that the company was at an
advanced stage in "constructive" discussions with the US Federal Trade
Commission (FTC) on its proposed combination with Atlantic Richfield Co (ARCO)
and was hopeful of a successful outcome "within a matter of weeks".
Following an earlier announcement in Alaska that BP Amoco and ARCO are to sell
ARCO's Alaskan businesses to Phillips Petroleum for $7 billion, Browne today
disclosed an agreement to sell ARCO's interests in the Cushing storage terminal,
together with various pipeline interests, to TEPPCO Partners of Houston, for
$355 million.
"With these major disposals we believe we have addressed the anti-trust concerns
of the FTC. We now hope we can move forward in the coming weeks towards
obtaining a consent order allowing us to close the ARCO combination and deliver
the significant synergies of the deal to the shareholders of the combined
company."
2
<PAGE>
Speaking at a presentation to financial analysts in the US and UK, Browne said
that, subject to completion of the ARCO deal, BP Amoco had also today advised
the board of Vastar Resources Inc. of the intention to make a tender offer for
the minority stockholding of the company at $71 a share. ARCO already owns some
82 per cent of Vastar, one of the largest independent oil and gas producers in
the US.
Browne told the analysts that, subject to approval at BP Amoco's annual general
meeting next month, the company intended to embark on a rolling programme of
share buy-backs in the US and UK financial markets, beginning early May.
He said he expected the synergies from ARCO to be better than originally
estimated when the deal was announced in April last year. "At the time, we
envisaged annualised pre-tax savings and synergies of around $1 billion, of
which $200 million would be from Alaska.
"Even after disposing of ARCO's Alaskan interests, we believe we can still
deliver $1 billion in savings. The make-up of the savings have shifted but we
are absolutely confident of the total because the work we've done since last
April has shown the potential from within the continuing ARCO businesses,
including Vastar."
Browne said the oil price had risen sharply and ARCO's financial position had
improved markedly since the combination was first agreed, with capital spending
of $2.7 billion in the interim and much lower gearing than expected a year ago,
both factors which would significantly benefit the combined company.
He said the combination with ARCO promised a "massive boost" to BP Amoco's
growth strategy, giving the company a coast-to-coast refining and marketing
presence in the US and increasing its oil and gas reserves by some 2.7 billion
barrels of oil equivalent. The company's gas and liquids production would
increase by over 700,000 barrels a day of oil equivalent, including the addition
of 125,000 barrels a day to its UK North Sea production and 360,000 barrels a
day - half of it gas - in the US Lower 48 and the Gulf of Mexico, mainly from
ARCO's stake in Vastar.
In addition, it would add unbooked gas volumes of some 15 trillion cubic feet in
Thailand, Malaysia, the South China Sea, Qatar, and Indonesia where ARCO has a
net share of up to eight trillion cubic feet in the Tangguh field, regarded as
the most competitive future liquefied natural gas project to supply the growing
demands of the Far East.
"This will give us a powerful platform for upstream growth in Asia, with
world-class volumes ready to supply Japan, Korea and other key markets now
recovering fast from recession," Browne said.
The combination would also add interests to BP Amoco's portfolio in Algeria,
Venezuela, the Caspian and in Russia where ARCO has an eight per cent stake in
Lukoil.
"In the downstream we are acquiring a great set of assets on the US West Coast
where demand has grown by 1.5 per cent a year through the 1990s. For the first
time, we will also have a coast-to-coast presence in marketing and refining in
the US."
Concluding his remarks to the analysts, Browne said: "We start with a strong
base, from which we are determined to grow. We've integrated BP and Amoco over
the last 15 months, with huge gains in productivity and early achievement of the
synergies we had targeted.
"We're making an agreed bid for Burmah Castrol which will bring new strengths in
some very interesting markets and now we are hopeful of completing the ARCO
transaction in the near future.
"We have a new focus in some key areas of growth such as the deepwater Gulf of
Mexico, the Caspian and the global gas business. Today's announcements add to
that growth potential in a very significant way and they also reinforce the
commitment we've made to combine growth with the discipline of ongoing
performance.""
1.3 The announcement reproduced below was made on 15 March 2000:
"BP Amoco and Atlantic Richfield Co (ARCO) today announced that they have agreed
to sell ARCO's Alaskan businesses to Phillips Petroleum Co of Bartlesville,
Oklahoma for $7 billion.
The sale, which is subject to completion of the ARCO combination, is intended to
address anti-trust concerns of the US Federal Trade Commission (FTC). BP Amoco
is currently in negotiation with the FTC to obtain a consent order for the
combination which was announced last April.
3
<PAGE>
PART I: SIGNIFICANT MATTERS
BP Amoco and ARCO have agreed jointly with the FTC, the US West Coast states and
Alaska to suspend litigation - originally scheduled to begin in California on
March 20 - pending the outcome of those negotiations.
BP Amoco chief executive Sir John Browne and ARCO chairman Mike Bowlin said:
"After months of uncertainty for staff and customers of BP Amoco and ARCO, and
the states and communities where we operate, we are pleased to be in discussions
with the FTC. Those discussions are constructive and today's sale agreement
greatly advances the prospects for their successful conclusion."
Browne described the price for the Alaskan businesses as "highly competitive"
and said that the combination with ARCO remained an excellent deal for BP Amoco.
The sale to Phillips of all ARCO's Alaskan businesses includes a 21.9 per cent
interest in the Prudhoe Bay oil rim and 42.6 per cent of the gas cap, a 55 per
cent interest in the greater Kuparuk area and a 78 per cent stake in the Alpine
field. The package also includes 1.1 million net exploration acres, a 22.3 per
cent interest in the Trans-Alaska pipeline, and ARCO's crude oil shipping fleet
which includes six tankers in service and three under construction. The booked
reserves being sold total 1.9 billion barrels of oil equivalent.
The $7 billion price for the Alaskan businesses is made up of approximately $6.5
billion for the field, pipeline and shipping operations and assets, plus a
supplemental payment of $500 million accruing as the WTI crude price exceeds $25
a barrel, retroactive to January 1. There will also be a payment of some $150
million for crude oil inventories."
2 RECOMMENDED CASH OFFER TO BUY BURMAH CASTROL
The announcement reproduced below was made on 14 March 2000:
"In a move that will powerfully boost the brand impact and growth potential of
its global lubricants business, BP Amoco today announced that it has agreed to
buy Burmah Castrol for (pound)3 ($4.7) billion. The recommended cash offer of
(pound)16.75 per share for Burmah Castrol has been agreed by the boards of both
companies.
Following the acquisition, Castrol will become BP Amoco's leading lubricants
brand, with its products made available through the group's 28,000 retail sites
and to BP Amoco's automotive, industrial and marine customers around the world.
The acquisition will bring BP Amoco millions of new customers, giving the
combination access to emerging markets where BP Amoco currently has a limited
presence and making Castrol products available to BP Amoco's massive customer
base worldwide.
BP Amoco chief executive Sir John Browne said: "Castrol is one of the great
lubricants brands of the world. It is a name that stands for superbly engineered
products of the highest quality, and research and development that has
consistently kept those products at the forefront of the marketplace. Castrol
brings outstandingly innovative marketing and brand-management expertise.
Combining those attributes with BP Amoco's ability to build highly profitable,
performance-driven businesses will create a distinctive global lubricants
operation able to compete effectively with even the strongest competitors.
"Castrol also has a track record of growing its sales faster than the market,
particularly in emerging economies such as India, Asia and Latin America", Sir
John said.
"Put simply, the combination will add millions of new customers worldwide and
give BP Amoco access to emerging markets where we currently have a limited
presence. It will make Castrol products available to our own massive customer
base worldwide, including commercial and industrial users. The result will
powerfully strengthen our existing business and give us entry to new markets
that offer immense potential for continuing growth."
Burmah Castrol chairman Jonathan Fry said: "The board of Burmah Castrol
unanimously recommends that Burmah Castrol shareholders accept BP Amoco's offer.
The combination with BP Amoco will provide significant new opportunities for
Castrol's businesses and employees."
The lubricants businesses of BP Amoco and Burmah Castrol will be merged to form
a new lubricants division run by a management team drawn from both companies and
based at the Swindon offices of Burmah Castrol. David Baldry of BP Amoco will
head this new division.
BP Amoco's Offer, which will be pre-conditional on certain regulatory
clearances, will be (pound)16.75 in cash for each Burmah Castrol share, valuing
Burmah Castrol at approximately (pound)3 ($4.7) billion. This represents a
premium of 61 per cent over the average Closing Price for Burmah Castrol shares
for the three months to March 10, 2000 (the last day preceding the announcement
that BP Amoco and Burmah
4
<PAGE>
Castrol were in discussions about a possible offer). The premium is 74 per cent
over the Closing Price for the Burmah Castrol shares on March 10, 2000. Burmah
Castrol shareholders will retain the right to receive the final dividend of 31.9
pence per share declared on February 28, 2000. There will be a Loan Note
Alternative to the Offer.
The creation of the new combined business is expected to yield pre-tax cost
savings of around $260 million a year by 2003, mainly from eliminating
duplication in logistics, procurement and support services, together with a
reduction in staff worldwide from the combined operation of some 1700, as the
businesses are integrated. The costs of implementation are expected to be
approximately $390 million, all of which will be taken as a charge in 2000.
Burmah Castrol has operations all around the world and generated operating
profits from continuing businesses before exceptional items of (pound)284
million in 1999. Of this, (pound)213 million was contributed by Castrol and
(pound)79 million by Burmah Castrol's speciality chemicals businesses. Subject
to review, BP Amoco expects to dispose of these speciality chemicals
businesses."
5
<PAGE>
PART I: SIGNIFICANT MATTERS
3 BP AMOCO GROUP - SUMMARY FINANCIAL RESULTS FOR 1999
The financial information set out in this paragraph has been extracted from the
summary annual report and accounts of BP Amoco for the year ended 31 December
1999.
"SUMMARY BP AMOCO GROUP INCOME STATEMENT
$ MILLION
-------------------------
FOR THE YEAR ENDED 31 DECEMBER Note 1999 1998
- --------------------------------------------------------------------------------
GROUP TURNOVER 83,566 68,304
- --------------------------------------------------------------------------------
GROUP REPLACEMENT COST OPERATING PROFIT 3 7,736 5,174
Share of profits of joint ventures 555 825
Share of profits of associated undertakings 603 522
- --------------------------------------------------------------------------------
TOTAL REPLACEMENT COST OPERATING PROFIT 4 8,894 6,521
Profit (loss) on sale of businesses 5 (421) 395
Profit (loss) on sale of fixed assets 5 84 653
Restructuring costs 5 (1,943) -
Merger expenses 5 - (198)
- --------------------------------------------------------------------------------
REPLACEMENT COST PROFIT BEFORE INTEREST AND TAX 6,614 7,371
Stock holding gains (losses) 1,728 (1,391)
- --------------------------------------------------------------------------------
HISTORICAL COST PROFIT BEFORE INTEREST AND TAX 8,342 5,980
Interest expense 1,316 1,177
- --------------------------------------------------------------------------------
PROFIT BEFORE TAXATION 7,026 4,803
Taxation 1,880 1,520
- --------------------------------------------------------------------------------
PROFIT AFTER TAXATION 5,146 3,283
Minority shareholders' interest 138 63
- --------------------------------------------------------------------------------
PROFIT FOR THE YEAR 5,008 3,220
Distribution to shareholders 6 3,884 4,121
- --------------------------------------------------------------------------------
RETAINED PROFIT (DEFICIT) FOR THE YEAr 1,124 (901)
- --------------------------------------------------------------------------------
EARNINGS PER ORDINARY SHARE - CENTS
Basic 7 25.82 16.77
Diluted 7 25.68 16.70
- --------------------------------------------------------------------------------
REPLACEMENT COST RESULTS
- --------------------------------------------------------------------------------
HISTORICAL COST PROFIT FOR THE YEAR 5,008 3,220
Stock holding (gains) losses (1,728) 1,391
- --------------------------------------------------------------------------------
REPLACEMENT COST PROFIT FOR THE YEAR 2 3,280 4,611
Exceptional items, net of tax 5 2,050 (652)
- --------------------------------------------------------------------------------
REPLACEMENT COST PROFIT BEFORE EXCEPTIONAL ITEMS 5,330 3,959
- --------------------------------------------------------------------------------
EARNINGS PER ORDINARY SHARE - CENTS
On replacement cost profit before exceptional items 7 27.48 20.62
- --------------------------------------------------------------------------------
6
<PAGE>
DIRECTORS' EMOLUMENTS
Total emoluments received by BP Amoco Directors were $20,903,000
((pound)11,304,000). Total emoluments comprise fees paid to the non-executive
co-chairman and non-executive directors and, for Executive Directors, salary and
benefits earned during the relevant financial year plus bonuses awarded for the
year and amounts awarded under the Long Term Performance Plan. For 1999 this was
in respect of the 1996-98 performance period and for 1998 this was in respect of
the 1995-97 performance period.
7
<PAGE>
PART I: SIGNIFICANT MATTERS
SUMMARY BP AMOCO GROUP BALANCE SHEET
$ MILLION
--------------------
AT 31 DECEMBER 1999 1998
- --------------------------------------------------------------------------------
FIXED ASSETS
Intangible assets 3,344 3,037
Tangible assets 52,631 54,880
Investments 10,109 9,772
- --------------------------------------------------------------------------------
66,084 67,689
- --------------------------------------------------------------------------------
CURRENT ASSETS
Stocks 5,124 3,642
Debtors 16,802 12,709
Investments 220 470
Cash at bank and in hand 1,331 405
- --------------------------------------------------------------------------------
23,477 17,226
CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEAR
Finance debt 4,900 4,114
Other creditors 18,375 15,329
- --------------------------------------------------------------------------------
NET CURRENT ASSETS (LIABILITIES) 202 (2,217)
- --------------------------------------------------------------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 66,286 65,472
CREDITORS - AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Finance debt 9,644 9,641
Other creditors 2,245 2,047
PROVISIONS FOR LIABILITIES AND CHARGES 10,055 10,211
- --------------------------------------------------------------------------------
NET ASSETS 44,342 43,573
Minority shareholders' interest - equity 1,061 1,072
- --------------------------------------------------------------------------------
BP AMOCO SHAREHOLDERS' INTEREST 43,281 42,501
- --------------------------------------------------------------------------------
REPRESENTED BY CAPITAL AND RESERVES
Called up share capital 4,892 4,863
Reserves 38,389 37,638
- --------------------------------------------------------------------------------
43,281 42,501
- --------------------------------------------------------------------------------
MOVEMENT IN BP AMOCO SHAREHOLDERS' INTEREST $ MILLION
- --------------------------------------------------------------------------------
At 31 December 1998 41,786
Prior year adjustment - change in accounting policy (Note 1) 715
- --------------------------------------------------------------------------------
As restated 42,501
Profit for the year 5,008
Distribution to shareholders (3,884)
Currency translation differences (921)
BP share dividend plan 311
Employee share schemes 266
- --------------------------------------------------------------------------------
At 31 December 1999 43,281
- --------------------------------------------------------------------------------
8
<PAGE>
SUMMARY BP AMOCO GROUP CASH FLOW STATEMENT
$ million
--------------------
For the year ended 31 December 1999 1998
- --------------------------------------------------------------------------------
Net cash inflow from operating activities (a) 10,290 9,586
Dividends from joint ventures 949 544
Dividends from associated undertakings 219 422
Net cash outflow from servicing of finance and returns
on investments (1,003) (825)
Tax paid (1,260) (1,705)
Net cash outflow for capital expenditure and financial
investment (5,385) (7,298)
Net cash inflow for acquisitions and disposals 243 778
Equity dividends paid (4,135) (2,408)
- --------------------------------------------------------------------------------
NET CASH OUTFLOW (82) (906)
================================================================================
Financing (954) (377)
Management of liquid resources (93) (596)
Increase in cash 965 67
- --------------------------------------------------------------------------------
(82) (906)
================================================================================
(a) Reconciliation of historical cost profit before interest and tax to net cash
inflow from operating activities.
$ million
--------------------
For the year ended 31 December 1999 1998
- --------------------------------------------------------------------------------
Historical cost profit before interest and tax 8,342 5,980
Depreciation and amounts provided 4,965 5,301
Exploration expenditure written off 304 373
Share of (profits) losses of joint ventures and associated
undertakings (1,704) (1,102)
Interest and other income (217) (272)
(Profit) loss on sale of businesses and fixed assets 379 (963)
(Increase) decrease in working capital and other items (1,779) 269
- --------------------------------------------------------------------------------
NET CASH INFLOW FROM OPERATING ACTIVITIES 10,290 9,586
================================================================================
9
<PAGE>
PART I: SIGNIFICANT MATTERS
NOTES ON ACCOUNTS
1 PRESENTATION OF THE ACCOUNTS
These summarised financial statements represent an abridged version of the
financial statements of the BP Amoco Group. For 1999 the BP Amoco Group has
changed the method of accounting for 'Provisions, Contingent Liabilities and
Contingent Assets' to comply with a new UK accounting standard. Comparative
figures have been restated to reflect this change in accounting policy.
================================================================================
2 REPLACEMENT COST OPERATING PROFIT
Replacement cost profits reflect the current cost of supplies. The replacement
cost profit is arrived at by excluding from the historical cost profit stock
holding gains and losses.
================================================================================
3 OTHER INCOME
$ million
-----------------------
1999 1998
- --------------------------------------------------------------------------------
GROUP REPLACEMENT COST OPERATING PROFIT INCLUDES:
Income from other fixed asset investments 66 74
Other interest and miscellaneous income 348 635
================================================================================
4 ANALYSIS OF TOTAL REPLACEMENT COST OPERATING PROFIT
$ million
-----------------------
BY BUSINESS 1999 1998
- --------------------------------------------------------------------------------
Exploration and Production 7,194 3,231
Refining and Marketing 1,840 2,564
Chemicals 686 1,100
Other businesses and corporate (826) (374)
- --------------------------------------------------------------------------------
8,894 6,521
================================================================================
$ million
-----------------------
BY GEOGRAPHICAL AREA 1999 1998
- --------------------------------------------------------------------------------
UK 2,111 1,931
Rest of Europe 1,167 1,249
USA 3,001 2,631
Rest of World 2,615 710
- --------------------------------------------------------------------------------
8,894 6,521
================================================================================
10
<PAGE>
5 EXCEPTIONAL ITEMS
Exceptional items comprise profit (loss) on sale of businesses and fixed assets,
restructuring costs and merger expenses as follows:
$ million
--------------------
1999 1998
- --------------------------------------------------------------------------------
Profit on sale of businesses - Group 427 310
- Joint ventures 42 85
Loss on sale of businesses - Group (890) -
- --------------------------------------------------------------------------------
(421) 395
Profit (loss) on sale of fixed assets - Group 84 653
- --------------------------------------------------------------------------------
(337) 1,048
Restructuring costs - Group (1,900) -
Restructuring costs - Joint ventures (43) -
Merger expenses - Group - (198)
- --------------------------------------------------------------------------------
Exceptional items (2,280) 850
Taxation credit (charge):
Sale of businesses (21) (36)
Sale of fixed assets (29) (185)
Restructuring costs 280 -
Merger expenses - 23
- --------------------------------------------------------------------------------
Exceptional items, net of tax (2,050) 652
================================================================================
SALE OF BUSINESSES AND FIXED ASSETS The profit on sale of businesses during 1999
relates mainly to the divestment by the BP Amoco Group of its Canadian oil
properties and certain chemicals businesses. These included the Verdugt acid
salts business; the Plaskon electronics materials business located in the USA
and Singapore; and the US Fibers and Yarns business. The profit on sale of
businesses by joint ventures is mainly attributable to the disposal by the
BP/Mobil joint venture of its retail network in Hungary.
In 1998 the principal sales of businesses were exploration and production
properties in the USA and Papua New Guinea, the retail network in the Czech
Republic, the Adibis fuel additives business and a speciality chemicals
distribution business. The profit on sale of businesses by joint ventures
relates mainly to the disposal by the BP/Mobil joint venture of its retail
network in Belgium.
The major elements of the loss on sale of businesses or termination of
operations in 1999 are the disposal by the BP Amoco Group of its interest in the
Pedernales oil field in Venezuela and the closure of its paraxylene joint
venture in Singapore.
For 1999 the sale of fixed assets includes the Federal Trade Commission-mandated
sale of distribution terminals and service stations in the USA, the divestment
by the BP Amoco Group of its interest in an olefins cracker at Wilton in the UK
and the sale and leaseback of US railcars. In 1998 the profit on the sale of
fixed assets arose principally from the divestment of the refinery in Lima,
Ohio, and the sale and leaseback of the Amoco building in Chicago.
RESTRUCTURING COSTS These costs arise from restructuring activity across the BP
Amoco Group following the merger of BP and Amoco at the end of 1998 and relate
predominantly to the BP Amoco Group's US operations. The major elements of the
restructuring charges comprise employee severance costs ($1,212 million) and
provisions to cover future rental payments on surplus leasehold office
accommodation and other property ($297 million). During 1999, some 16,000
employees left the BP Amoco Group through severance or outsourcing arrangements.
Also included in the restructuring charges are office closure costs, contract
termination payments and asset write-downs. The cash outflow for these
restructuring charges during the year was $976 million.
MERGER EXPENSES BP Amoco incurred fees and expenses in 1998 of $198 million in
connection with the merger of BP and Amoco. These costs relate principally to
investment banking fees as well as legal, accounting and regulatory filing fees.
11
<PAGE>
PART I: SIGNIFICANT MATTERS
6 DISTRIBUTION TO SHAREHOLDERS
<TABLE>
<CAPTION>
pence per share cents per share $ million
--------------- --------------- ---------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BP AMOCO
Preference dividends (non-equity) 2 -
Dividends per ordinary share:
First quarterly 3.069 - 5.00 - 970 -
Second quarterly 3.112 - 5.00 - 970 -
Third quarterly 3.033 - 5.00 - 971 -
Fourth quarterly 3.125 3.059 5.00 5.00 971 968
- --------------------------------- ------ ----- ----- ----- ----- -----
12.339 3.059 20.00 5.00 3,884 968
================================= ====== ===== ===== ==== ===== =====
BP
Preference dividends (non-equity) - 1
Dividends per ordinary share:
First quarterly - 2.875 - 4.75 - 551
Second quarterly - 3.000 - 5.00 - 579
Third quarterly - 3.000 - 5.00 - 584
Fourth quarterly - - - - - -
- --------------------------------- ------ ----- ----- ----- ----- -----
- 8.875 - 14.75 - 1,715
================================= ====== ===== ===== ==== ===== =====
AMOCO
Dividends per common stock:
First quarterly - 18.75 - 362
Second quarterly - 18.75 - 360
Third quarterly - 18.75 - 358
Fourth quarterly - 18.75 - 358
- --------------------------------- ------ ----- ----- ----- ----- -----
- 75.00 - 1,438
- --------------------------------- ------ ----- ----- ----- ----- -----
TOTAL GROUP 3,884 4,121
================================= ====== ===== ===== ==== ===== =====
<FN>
On an ordinary share equivalent basis, the Amoco quarterly dividends for 1998 were 4.7 cents.
=================================================================================================================
</FN>
</TABLE>
7 EARNINGS PER ORDINARY SHARE
The calculation of basic earnings per BP Amoco Ordinary Share is based on the
profit attributable to BP Amoco Ordinary Shareholders i.e. profit for the year
less preference dividends, related to the weighted average number of BP Amoco
Ordinary Shares in issue during the year. The weighted average number of shares
has been adjusted for the subdivision of ordinary share capital effective 4
October 1999. The profit attributable to BP Amoco Ordinary Shareholders is
$5,006 million ($3,219 million). The average number of shares outstanding
excludes the shares held under the Employee Share Ownership Plans.
The calculation of diluted earnings per share is based on profit attributable to
BP Amoco Ordinary Shareholders as for basic earnings per share. However, the
number of shares outstanding is adjusted to show the potential dilution if
employee share options are converted into BP Amoco Ordinary Shares.
In addition to earnings per share based on the historical cost profit for the
year, a further measure, based on replacement cost profit before exceptional
items, is provided as it is considered that this measure gives an indication of
underlying performance.
12
<PAGE>
8 CAPITAL EXPENDITURE AND ACQUISITIONS
$ million
-------------------
1999 1998
- --------------------------------------------------------------------------------
BY BUSINESS
Exploration and Production 4,212 6,318
Refining and Marketing 1,634 1,937
Chemicals 1,215 1,606
Other businesses and corporate 284 501
- --------------------------------------------------------------------------------
7,345 10,362
================================================================================
BY GEOGRAPHICAL AREA
UK 1,518 2,463
Rest of Europe 831 1,248
USA 2,963 3,720
Rest of World 2,033 2,931
- --------------------------------------------------------------------------------
7,345 10,362"
================================================================================
13
<PAGE>
PART I: SIGNIFICANT MATTERS
UNITED STATES ACCOUNTING PRINCIPLES
US GAAP
The following is a summary of adjustments to profit for the year and to BP Amoco
Shareholders' interest which would be required if generally accepted accounting
principles in the USA (US GAAP) had been applied instead of those generally
accepted in the United Kingdom (UK GAAP). The results are stated using the
first-in first-out method of stock valuation.
$ MILLION
---------------------
1999 1998
- --------------------------------------------------------------------------------
PROFIT FOR THE YEAR 5,008 3,220
Adjustments:
Depreciation charge (a) (81) (76)
Decommissioning and environmental expense (165) (131)
Onerous property leases 133 -
Interest expense 110 124
Sale and leaseback of fixed assets (37) (211)
Deferred taxation (a) (378) (72)
Other 6 (28)
- --------------------------------------------------------------------------------
PROFIT FOR THE YEAR AS ADJUSTED 4,596 2,826
================================================================================
PER BP AMOCO ORDINARY SHARE - CENTS
Basic 23.70 14.72
Diluted 23.56 14.66
PER BP AMOCO AMERICAN DEPOSITARY SHARE (b) - CENTS
Basic 142.20 88.32
Diluted 141.36 87.96
================================================================================
$ MILLION
--------------------
BP AMOCO SHAREHOLDERS' INTEREST 43,281 42,501
Adjustments:
Fixed assets (a) 1,237 1,112
Ordinary shares held for future awards to employees (456) (489)
Sale and leaseback of Chicago office building (413) (413)
Decommissioning and environmental provisions (499) (238)
Onerous property leases 139 -
Deferred taxation (a) (6,082) (5,776)
Dividend 972 968
Pension liability adjustment (144) (143)
Other (197) (188)
- --------------------------------------------------------------------------------
BP AMOCO SHAREHOLDERS' INTEREST AS ADJUSTED 37,838 37,334
================================================================================
(a) Under UK GAAP, provision for deferred taxation is made where timing
differences are expected to reverse in the foreseeable future. Under US
GAAP, deferred taxation is provided on a full liability basis on all
temporary differences as defined in US Statement of Financial Accounting
Standard No. 109.
As required by this standard assets and liabilities of acquired businesses
have been adjusted from a net-of-tax to a pre-tax basis.
(b) One American depositary share is equivalent to six 25 cent ordinary shares.
14
<PAGE>
PART II: ADDITIONAL INFORMATION
1 RESPONSIBILITY
The Directors whose names are set out in paragraph 2 of this Part II, accept
responsibility for the information contained in this document.
To the best of the knowledge and belief of the Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this document is in accordance with the facts and does not omit anything likely
to affect the import of such information.
2 BP AMOCO
THE DIRECTORS OF BP AMOCO AND THEIR FUNCTIONS ARE AS FOLLOWS:
Peter D. Sutherland Non-Executive Chairman
Sir Ian Prosser Non-Executive Deputy Chairman
Sir John Browne Group Chief Executive
Rodney F. Chase Deputy Group Chief Executive
Dr John G.S. Buchanan Chief Financial Officer
W Douglas Ford* Chief Executive, Refining and Marketing
Dr Christopher Gibson-Smith Executive Director, Policy and Technology
Richard L. Olver Chief Executive, Exploration and Production
Bryan K. Sanderson Chief Executive, Chemicals
Ruth S. Block Non-Executive Director
John H. Bryan Non-Executive Director
Eroll B. Davis, Jr Non-Executive Director
Richard J. Ferris Non-Executive Director
Charles F. Knight Non-Executive Director
Floris A. Maljers Non-Executive Director
Dr Walter E. Massey Non-Executive Director
Henry Michael P. Miles Non-Executive Director
Sir Robin Nicholson Non-Executive Director
Michael H. Wilson Non-Executive Director
Sir Robert P. Wilson Non-Executive Director
The Lord Wright of Richmond Non-Executive Director
* appointed as director on 1 January 2000
NOTE:
Harry Laurance Fuller retired from his position as Executive Co-Chairman on 31
March 2000
15
<PAGE>
PART II: ADDITIONAL INFORMATION
3 NO SIGNIFICANT CHANGE
Save as disclosed in this document, there has been no significant change and no
significant new matter has arisen since the publication of the Listing
Particulars.
4 CONSENTS
Morgan Stanley has given and has not withdrawn its written consent to the
inclusion of the references to its name in the form and context in which it is
included.
5 GENERAL
The financial information of BP Amoco for the two years ended 31 December 1998
and 1999 contained in this document does not constitute statutory accounts
within the meaning of Section 240 of the Act. Statutory accounts for the two
financial years ended 31 December 1999 for BP Amoco have been delivered to the
Registrar of Companies in England and Wales. BP Amoco's auditors have made
reports under Section 235 of the Act on the last statutory accounts that were
not qualified within the meaning of Section 262 of the Act and did not contain a
statement made under Section 237(2) or Section 238(3) of the Act.
6 DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents may be inspected at the offices of Linklaters
at One Silk Street, London EC2Y 8HQ during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) until 1 May 2000:
5.1 this document;
5.2 the written consent referred to in paragraph 4 of this Part II; and
5.3 the documents listed as being available for inspection in paragraph 18 of
Part VIII of the Listing Particulars.
17 April 2000
16
