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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:
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
900 Circle 75 Parkway, Suite 550
Atlanta, GA 30339-3098
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.
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) 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 Board of Directors of Amoco Fabrics and Fibers Company
and to the Investment Committee of BP Amoco Corporation
We have audited the accompanying statements of assets
available for benefits of Amoco Fabrics and Fibers Company
Hourly 401(k) 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.
Chicago, Illinois Ernst & Young LLP
June 15, 2000
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EIN 36-2692811
Plan No. 001
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
1999 1998
Assets
Investment in Amoco Fabrics and Fibers
Company Master Trust $30,984 $25,212
Assets available for benefits $30,984 $25,212
The accompanying notes are an integral part of these
statements.
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EIN 36-2692811
Plan No. 001
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) 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 Amoco Fabrics
and Fibers Company Master Trust $ 6,021
Participant contributions 2,167
Company contributions 1,116
Rollover contributions 3
Total additions 9,307
Deductions of assets attributed to:
Distributions to participants (3,535)
Total deductions (3,535)
Net increase in assets during the year 5,772
Assets available for benefits:
Beginning of year 25,212
End of year $30,984
The accompanying notes are an integral part of these
statements.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Amoco Fabrics and Fibers Company (the "Company")
established the Amoco Fabrics and Fibers Company 401(k)
Savings Plan effective January 1, 1994. The plan was amended
and restated effective January 1, 1996 and its name was
changed to Amoco Fabrics and Fibers Company Hourly 401(k)
Savings Plan (the "Plan"). Also, on January 1, 1996, the Amoco
Fabrics and Fibers Company Master Trust (the "Master Trust")
was established. The Master Trust holds the assets of the Plan
and the Amoco Fabrics and Fibers Company Salaried 401(k)
Savings Plan (the "Salaried 401(k) Plan"). The trustee for the
Master Trust, the Plan and the Salaried 401(k) Plan is Bankers
Trust Company, a New York banking corporation (the "Trustee").
The Plan and the Salaried 401(k) Plan have the same investment
funds. Investments made by participants in the Plan in each of
the investment funds are commingled with the investments in
each of the investment funds of the Salaried 401(k) Plan by
participants in that plan.
The following 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 eligible
employees to regularly save part of their earnings and to
assist them in accumulating additional security for their
retirement. 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. The Company reserves the right to
amend or terminate the Plan at any time. The Plan is subject
to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
Under the Plan, participating employees can invest a
total of 13 percent of pre-tax earnings in four investment
fund options. The first three percent will be matched by the
Company at a rate of $.50 for every $1.00 contributed by the
participant. Company matching contributions are initially
invested in the BP Amoco Stock Fund. Participants may elect to
sell any portion of their investment in the BP Amoco Stock
Fund and reinvest the proceeds in one or more of the other
available investment alternatives.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
The benefit to which a participant is entitled is the benefit
that can be provided by the participant's vested account
balance. Participants are fully vested in their contributed
accounts. Vesting in Company matching contribution accounts is
dependent upon specific criteria as described in the Plan
document. Forfeited Company contributions are used to reduce
Company matching contributions or to offset administrative
expenses. Forfeitures, expressed in thousands of dollars,
totaled $59 in 1999.
Trustee fees, brokerage commissions, and other
transaction fees and expenses related to the investment funds
are generally paid out of those respective funds. As a result,
the returns on those investments are net of the fees and
expenses of the managers of those funds and certain other
brokerage commissions and other fees and expenses incurred in
connection with those investment options. Administrative fees
were paid out of the Plan trust or paid by the Company in
accordance with the terms of the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting. The financial statements of the Plan are
prepared under the accrual method of accounting.
Investment Valuation. BP Amoco p.l.c. American Depositary
Shares ("ADSs") were valued at the closing market price on the
New York Stock Exchange. Investments in common collective
trust funds are based on quoted market prices of the
underlying assets. Interests in the Money Market Fund and
participant loans are valued at cost which approximates fair
value.
Allocation of Master Trust Assets and Transactions. In order
to preserve, for participating plans, an interest in the
combined assets of the Master Trust, the Trustee determines
computed shares in the Master Trust for each plan. Current
month's Master Trust investment transactions are allocated
based on each plan's computed shares in the Master Trust at
the end of the prior month, adjusted for the current month's
contributions less benefit payments to participants. These
allocated amounts are then added to or subtracted from the
prior month's computed shares to determine computed shares at
the end of the month. Master Trust investment transactions
allocated to the Plan include dividend and interest income,
gains and losses on sales of investments and unrealized
appreciation or depreciation of investments.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
Contributions. Company and participant contributions are made
and recorded during the periods in which the Company processes
payroll.
Estimates in Financial Statements. 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.
Reclassification. Certain amounts in the 1998 financial
statements have been reclassified to conform to the 1999
presentation.
3. 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 and the maximum time period for a loan repayment is
fifty-four months. 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.
4. TAXES
The Internal Revenue Service ruled August 14, 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
Company 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 amendments necessary to maintain the
continued qualified status of the Plan and Master Trust.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
5. PLAN TRANSFERS
Plan transfers occur when eligible participants in the
Plan remain with Amoco Fabrics and Fibers Company and change
job classifications to or from an "hourly employee" from or to
a "salaried employee" as defined in the Plan document. For the
year ended December 31, 1999, there were no Plan transfers
from the Plan to the Salaried 401(k) Plan.
During 1999, the Company sold certain locations to
American Fibers & Yarns Co. Employees had the option to
transfer their account balance to the new company's qualified
plan or keep their account balance in the Plan. Assets,
expressed in thousands of dollars, totaling $3,358 and $135
were transferred to an American Fibers & Yarns Co. plan in
January and May 2000, respectively.
6. MASTER TRUST
As described in Note 1, the Plan's trust agreement
permits the commingling for investment purposes of Plan assets
with those of the Salaried 401(k) Plan in the Master Trust.
The Trustee determines the Plan's proportionate share of trust
assets and related changes in trust assets, as described in
Note 2, and such amounts are reflected in the Plan's
statements of assets available for benefits and of changes in
assets available for benefits. At December 31, 1999 and 1998,
the Plan's interest in the assets of the Master Trust was
approximately 57 percent.
The following tables present the fair value of net assets
held by the Master Trust as of December 31, 1999 and 1998, and
the changes in net assets held by the Master Trust for the
year ended December 31, 1999.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
6. MASTER TRUST (continued)
STATEMENT OF NET ASSETS
(thousands of dollars)
As of December 31,
1999 1998
Investments:
BP Amoco p.l.c. ADSs $32,113 $24,350
Common collective trust funds 15,453 13,718
Money market funds 3,385 2,780
Loans to participants 3,964 3,312
Total investments 54,915 44,160
Net payable (84) (148)
Net Assets $54,831 $44,012
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
6. 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 $ 4,600
Company contributions 2,186
Rollover contributions 52
Net realized and unrealized
appreciation in fair value
of investments:
BP Amoco p.l.c. ADSs 7,653
Common collective trust funds 2,032
Interest and dividends 1,496
Total additions 18,019
Deductions of assets attributed
to:
Administrative expenses (165)
Distributions to participants (7,035)
Total deductions (7,200)
Net increase in
assets during the year 10,819
Net Assets:
Beginning of year 44,012
End of year $54,831
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