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 March 27, 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.
333-9790) OF BP AMOCO p.l.c., 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EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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>
DESCRIPTION OF BP AMOCO ORDINARY SHARES
The following information is a summary of the material terms of the BP Amoco
ordinary shares as specified in the BP Amoco articles of association as
presently in effect.
All of the existing issued BP Amoco ordinary shares are fully paid. BP Amoco
ordinary shares are represented in certificated form and also in uncertificated
form under "CREST". CREST is an electronic settlement system in the U.K. which
enables BP Amoco ordinary shares to be evidenced and transferred electronically
without use of a physical certificate.
Dividends
If recommended by the directors of BP Amoco, BP Amoco shareholders may, by
ordinary resolution, declare final dividends but no such dividend may be
declared in excess of the amount recommended by the directors. The directors may
also pay interim dividends without obtaining shareholder approval. No dividend
may be paid other than out of profits available for distribution under the U.K.
Companies Act. Dividends on BP Amoco ordinary shares are payable only after
payment of dividends on BP Amoco preference shares.
At least until December 31, 2003, BP Amoco will announce dividends for BP
Amoco ordinary shares in U.S. dollars and state an equivalent pounds sterling
dividend. Dividends on BP Amoco ordinary shares will be paid in pounds sterling
and on BP Amoco ADSs in U.S. dollars.
On April 6, 1999, BP Amoco implemented its dividend reinvestment program
under which holders of BP Amoco ordinary shares may reinvest the dividends
receivable to purchase BP Amoco ordinary shares.
Voting Rights
The current articles of association of BP Amoco provide that voting on
ordinary resolutions at a shareholders' meeting will be decided on a poll other
than resolutions of a procedural nature, which may be decided on a show of
hands. If voting is on a poll, every shareholder who is present in person or by
proxy has one vote for every BP Amoco ordinary share held and two votes for
every (pound)5 in nominal amount of the BP Amoco preference shares held. If
voting is on a show of hands, each shareholder who is present at the meeting in
person or whose duly appointed proxy is present in person will have one vote,
regardless of the number of shares held, unless a poll is requested or demanded.
Special and extraordinary resolutions at a shareholders' meeting will be decided
on a poll. Shareholders do not have cumulative voting rights.
An extraordinary resolution at a separate class meeting of BP Amoco ordinary
shareholders, requiring an affirmative vote of at least 75% of the votes cast in
person or by proxy, is necessary under the BP Amoco articles of association in
respect of any proposal to vary the rights of such ordinary shareholders.
Holders of record of BP Amoco ordinary shares may appoint a proxy, including
a beneficial owner of those shares, to attend, speak and vote on their behalf at
any shareholders' meeting.
Record holders of BP Amoco ADSs also are entitled to attend, speak and vote,
at any shareholders' meeting of BP Amoco by the depositary's appointment of them
as proxies in respect of the BP Amoco ordinary shares represented by their BP
Amoco ADSs. Each such proxy may also appoint a proxy. Alternatively, holders of
BP Amoco ADSs are entitled to vote by supplying their voting instructions to the
depositary, who will vote the BP Amoco ordinary shares represented by their BP
Amoco ADSs in accordance with their instructions. See "Description of BP Amoco
American Depositary Shares - Voting Rights."
<PAGE>
Shareholders' Meetings and Notices
Shareholders must provide BP Amoco with an address in the U.K. in order to be
entitled to receive notices of shareholders' meetings. In certain circumstances,
BP Amoco may give notices to shareholders by advertisement in U.K. newspapers.
Holders of BP Amoco ADSs are entitled to receive notices under the terms of the
deposit agreement relating to BP Amoco ADSs. See "Description of BP Amoco
American Depositary Shares - Voting Rights."
Under the BP Amoco articles of association, the annual general meeting of
shareholders will be held within 15 months after the preceding annual general
meeting and at a time and place determined by the directors.
Liquidation Rights
In the event of the liquidation of BP Amoco, after payment of all liabilities
and applicable deductions under U.K. laws, the holders of the BP Amoco
preference shares would be entitled to the sum of (1) the capital paid up on
such shares plus, (2) accrued and unpaid dividends and (3) a premium equal to
the higher of (a) 10% of the capital paid up on the BP Amoco preference shares
and (b) the excess of the average market price over par value of such shares on
the London Stock Exchange during the previous six months. The remaining assets
would be divided among the holders of BP Amoco shares in order of priority,
including holders of BP Amoco ordinary shares.
Pre-emptive Rights and New Issues of Shares
Under Section 80 of the U.K. Companies Act, the directors are, with certain
exceptions, unable to allot relevant securities without the authority of the
shareholders in a general meeting. Relevant securities as defined in the U.K.
Companies Act include BP Amoco ordinary shares or securities convertible into BP
Amoco ordinary shares. In addition, Section 89 of the U.K. Companies Act imposes
further restrictions on the issue of equity securities (as defined in the U.K.
Companies Act, which would include BP Amoco ordinary shares or securities
convertible into BP Amoco ordinary shares) which are, or are to be, paid up
wholly in cash and not first offered to existing shareholders in proportion to
their existing shareholdings. Holders of BP Amoco ADSs would, acting through the
depositary, be entitled to participate in any such preemptive offer.
BP Amoco's articles of association allow shareholders to authorize directors
for a period of up to five years, to issue (1) relevant securities generally up
to an amount fixed by the shareholders and (2) equity securities for cash other
than in connection with a rights issue. In accordance with institutional
investor guidelines, the amount of relevant securities to be fixed by
shareholders is normally restricted to one-third of the existing issued ordinary
share capital, and the amount of equity securities that may be issued for cash
other than in connection with a rights issue, is restricted to 5% of the
existing issued ordinary share capital. At the BP Amoco extraordinary general
meeting on September 1, 1999, these amounts were fixed at $1,885,000,000 and
$280,000,000 respectively.
The authority referred to above granted to the directors at the extraordinary
general meeting on September 1, 1999, expires at the earlier of BP Amoco's next
annual general meeting or July 14, 2000. At the BP Amoco annual general meeting
on April 13, 2000, the shareholders of BP Amoco will be asked to alter the
amount of relevant securities which can be allotted by the directors to
$1,128,000,000 or to $1,900,000,000 (conditional upon the combination with ARCO
becoming unconditional) and the amount of equity securities that may be issued
for cash other than in connection with a rights issue to $243,000,000 or
$285,000,000 (conditional upon the combination with ARCO becoming
unconditional).
Disclosure of Interests in Shares
The U.K. Companies Act gives BP Amoco the power to require persons whom it
believes to have, or to have acquired within the previous three years, an
interest in its voting shares, to disclose certain information with respect to
those interests. Failure to supply the information required may lead to
disenfranchisement of the relevant shares and a prohibition on their transfer
and receipt of dividends and other payments in respect of those shares. In this
context the term "interest" is widely defined and will generally include an
interest of any kind whatsoever in voting shares, including any interest of a
holder of BP Amoco ADSs.
<PAGE>
Changes in Capital
The BP Amoco shareholders may pass an ordinary resolution to do any of the
following:
o consolidate, or consolidate and then divide, all or any of BP
Amoco's share capital into new shares of larger nominal amounts
than its existing shares;
o cancel any shares which have not, at the date of the relevant
resolution, been subscribed or agreed to be subscribed by any person
and reduce the amount of BP Amoco's authorized share capital by the
amount of the shares so canceled;
o divide some or all of BP Amoco's shares into shares of a smaller
amount; and
o increase BP Amoco's share capital.
BP Amoco will also be able to:
o with the authority of shareholders by ordinary or special
resolution, depending on the circumstances relating to the
purchase, purchase its own shares; and
o by special resolution and, where required by the U.K. Companies Act,
with the sanction of the court, reduce its share capital, any capital
redemption reserve, share premium account or any other undistributable
reserve.
Transfer of Shares
Except as described in this paragraph, the BP Amoco articles of association
do not restrict the transferability of BP Amoco ordinary shares. BP Amoco
ordinary shares may be transferred by an instrument in any usual form or in any
other form acceptable to the directors. The directors may refuse to register a
transfer:
o if it is of shares which are not fully paid;
o if it is not stamped and duly presented for registration, together
with the share certificate and other evidence of title as the
directors reasonably require;
o if it is in respect of more than one class of share;
o if it is in favor of more than four persons jointly; or
o in certain circumstances, if the holder has failed to provide the
required particulars to the investigating power referred to under "-
Disclosure of Interests in Shares" above.
BP Amoco may not refuse to register transfers of BP Amoco ordinary shares if
it would prevent dealings in the shares on the London Stock Exchange from taking
place on an open and proper basis. The registration of transfers may be
suspended at any time and for any period the directors may determine. The
register of shareholders may not be closed for more than 30 days in any year.
Registrar
The registrar for BP Amoco ordinary shares is Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex, BN99 6DA, England.
<PAGE>
DESCRIPTION OF BP AMOCO AMERICAN DEPOSITARY SHARES
General
Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York
10260 is the depositary that issues American Depositary Shares (ADSs)
representing ownership in six BP Amoco ordinary shares deposited with the
custodian, currently the London office of Morgan Guaranty Trust Company of New
York, 60 Victoria Embankment, London, EC4Y OJP, England. ADSs are evidenced by
BP Amoco American depositary receipts, or ADRs, which may be issued in either
certificated or book-entry form.
Because the depositary will be the actual legal owner of the underlying
ordinary shares, ADS holders will generally exercise their rights as a
shareholder through it, although ADS holders will have the right to attend,
speak and vote at the shareholder meetings as the depositary's proxy, as
described below.
Investors may hold ADSs either directly or indirectly through their broker or
financial institution. This description assumes the holder holds ADSs directly.
Holders who hold the ADSs indirectly, must rely on the procedures of their
broker or financial institution to assert the rights of ADS holders described in
this section. Such holders should consult with their broker or financial
institution to find out what these procedures are.
The following is a summary of the material terms of BP Amoco ADSs. It is
derived from the amended and restated deposit agreement, dated as of December
31, 1998 and as amended from time to time, among BP Amoco p.l.c., BP Amoco
Corporation (BP Amoco's U.S. subsidiary), the depositary and holders from time
to time of BP Amoco ADSs. Because it is a summary, it does not contain all the
information that may be important to ADS holders. For more complete information,
holders should read the entire deposit agreement and the BP Amoco ADR. Copies of
the deposit agreement, the BP Amoco ADR and the BP Amoco articles of association
are available for inspection at the office of the depositary located at 60 Wall
Street, New York, New York, 10260. Holders may also obtain a copy of any of
these documents from the SEC, which are on file at the SEC's public reference
room located at 450 Fifth Street, NW, Washington, D.C. 20549 and at the SEC's
other public reference rooms in New York City and Chicago. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The SEC
filings are also available to the public from commercial document retrieval
services and, for most recent BP Amoco periodic filings only, at the Internet
world web site maintained by the SEC at www.sec.gov.
Withdrawal of ADRs to Obtain Ordinary Shares
If holders wish to hold ordinary shares instead of ADRs, they may submit a
written request to withdraw ordinary shares and turn in their ADRs at the
depositary office. Upon payment of its fees and expenses and of any taxes or
charges, the depositary will deliver in registered form (1) the underlying
shares to an account designated by the holder (2) and any other deposited
securities underlying the ADR at the depositary's London office. At the holder's
request, risk and expense, the depositary will deliver the deposited securities
at its New York office or any other place the holder specifies.
Holders have the right to cancel their ADRs and withdraw the underlying
ordinary shares in registered form or any time except:
o due to delays caused by the temporary closing of the transfer books,
o when the holder owes money for the payment of fees, taxes and similar
charges, or
o when it is necessary to prohibit withdrawals to comply with any laws or
governmental regulations relating to BP Amoco ADSs or ordinary shares.
<PAGE>
Deposit of Ordinary Shares to obtain ADRs
If a person holds or acquires ordinary shares, such person may deposit them
with the custodian and hold ADSs instead. Such ordinary shares will be held by
the custodian for the account and to the order of the depositary.
To the extent requested to do so by the custodian for the depositary, a
holder must deliver to it the following:
o certificates or other instruments of title for the ordinary shares to
be deposited, properly endorsed and in a form satisfactory to the
custodian;
o a written order directing the depositary to issue to the holder, or upon
such holder's written order, ADRs evidencing the number of ADSs which will
represent the number of ordinary shares deposited;
o any required payments;
o an instrument which provides for the prompt transfer to the custodian of
any dividend, right to subscribe for additional ordinary shares or right
to receive other property--or, in lieu of such a transfer instrument, an
agreement of indemnity; and
o any other required documents.
The custodian will then, at the earliest practicable date, present the
ordinary shares for registration of transfer into the name of the custodian, or
its nominee, and notify the depositary that the registration occurred. The
deposit of the ordinary shares will be done at the holder's cost and expense.
Once the depositary receives notice of the deposit, it shall issue ADRs
evidencing the number of ADSs to which such holders are entitled. The ADRs will
be issued in book-entry form, unless the holder specifically requests ADRs in
certificated form.
Ordinary shares may be deposited directly with the depositary for the purpose
of having them forwarded to the custodian, but you will incur a charge and
delivery will be at the depositor's risk.
Dividends and other Distributions
The depositary will pay to ADR holders the cash dividends or other
distributions it or the custodian receives on ordinary shares or any other
deposited securities, after deducting any applicable fees and expenses. ADR
holders will receive those distributions in proportion to the number or ordinary
shares represented by their ADSs.
Cash. At least until December 31, 2003, ADR holders receive cash
dividends payable on deposited securities in U.S. dollars. The depositary
converts any cash dividend or other cash distribution BP Amoco pays other
than in U.S. dollars on the shares into U.S. dollars, if it can do so on a
reasonable basis and can transfer the U.S. dollars to the United States. If
that is not possible or if any approval from the U.K. government is needed
and cannot be obtained, the deposit agreement allows the depositary to
distribute the U.K. currency only to those ADR holders to whom it is possible
to do so. It will hold the U.K. currency it cannot convert for the account
of ADR holders who have not been paid. It will not invest the U.K. currency
and it will not be liable for any interest.
Before making a distribution the depositary deducts any withholding taxes
that must be paid under U.K. law. The depositary will distribute only whole U.S.
dollars and cents and hold any balance not distributed (without interest) for
future distributions. If the exchange rates fluctuate during a time when the
depositary cannot convert the U.K. currency, holders may lose some or all of the
value of the distribution.
<PAGE>
Shares. The depositary may distribute new ADRs representing any shares BP
Amoco distributes as a dividend or free distribution, if BP Amoco requests it to
make this distribution. The depositary will only distribute whole ADRs. It will
sell shares which would require it to issue a fractional ADR and distribute the
net proceeds in the same way as it does with cash. If the depositary does not
distribute additional ADRs, each ADR will also represent the proportion of the
new shares allocable to such ADR.
Rights to receive additional shares. If BP Amoco offers holders of its
securities any rights to subscribe for additional shares or any other rights, BP
Amoco may make these rights available to holders of ADRs by means of warrants or
otherwise, if lawful and feasible. If it is not lawful and not feasible and it
is practical to sell the rights, the depositary will sell the rights and
distribute the proceeds in the same way as it does with cash. The depositary may
allow rights that are not distributed or sold to lapse. In that case, holders of
ADRs will receive no value for them.
Other Distributions. The depositary will send to ADR holders anything else BP
Amoco distributes on deposited securities by any means the depositary thinks it
equitable and practical. If it cannot make the distribution in that way, the
depositary may decide to sell what BP Amoco distributed and distribute the net
proceeds, in the same way as it does with cash, or it may adopt such other
methods it deems equitable and practical.
The depositary is not responsible if it decides that it is unlawful or
impractical to make a distribution available to any ADR holders. BP Amoco has no
obligation to register ADRs, shares, rights or other securities under the
Securities Act of 1933. It also has no obligation to take any other action to
permit the distribution of ADRs, shares, rights or anything else to ADR holders.
This means that ADR holders may not receive the distributions BP Amoco makes on
its shares or any value for them if it is unlawful or impractical for them to be
made available to ADR holders.
Disclosure of Interests
U.K. law imposes certain notification and information reporting obligations
on holders of an English public limited company's share capital as to the
capacity in which the holder holds the shares and regarding the identity of any
other person who holds an interest in the same shares. These obligations to
disclose information to BP Amoco under English law also applies to ADR holders
and any other persons with an interest in the ADRs. ADR holders may be subject
to criminal penalties for failure to comply with these provisions. In addition,
ADR holders may forfeit the right to vote and to direct the voting of, and be
prohibited from transferring ADRs.
Voting Rights of Holders of ADRs
ADR holders on a record date fixed by the depositary, may attend, speak and
vote at BP Amoco shareholder meetings of holders of the ordinary shares
represented by their ADRs. To the extent practicable, the depositary will make
the record date the same as the record date for the ordinary shares.
The depositary will enable ADR holders to attend, speak and vote at a meeting
by appointing the ADR holder its proxy for the ordinary shares underlying its
ADRs. If such holder does not wish to attend a meeting, it may appoint the
depositary or another person as its substitute proxy to attend, speak and vote
on its behalf. The depositary will only vote as a holder instructs. It will not
vote on behalf of an ADR holder at all if such holder does not give any
instructions. The depositary will not vote insofar as doing so is impracticable
or in contradiction of applicable law, the BP Amoco articles of association or
the deposit agreement.
If a holder holds ADRs through a brokerage account or otherwise in "street
name", it will not be entitled to attend or speak at a meeting, but will be able
to vote ADRs by instructing the depositary.
<PAGE>
The depositary will notify ADR holders of the upcoming meeting and arrange to
deliver certain materials to ADR holders. The materials will:
o describe the meeting time, place and the matters to be voted on; and
o explain how ADR holders may instruct the depositary to vote the ordinary
shares or other deposited securities, if any, underlying the ADRs as such
holders direct if such holders choose to appoint the depositary as their
substitute proxy, or how they may appoint a different substitute proxy.
Reclassifications, Recapitalizations and Mergers
If BP Amoco:
o changes the par value of, splits, cancels, consolidates or otherwise
reclassifies any of the BP Amoco ordinary shares or other deposited
securities; or
o recapitalizes, reorganizes, merges, consolidates, sells its assets, or
takes any similar action, then:
(1)The cash, ordinary shares or other securities received by the
depositary automatically will become new deposited securities under
the deposit agreement, and each ADR will represent its equal share
of the new deposited securities unless additional ADRs are delivered
as in the case of a stock dividend; and
(2)The depositary will, if BP Amoco asks it to, issue new ADRs or ask
ADR holders to surrender their outstanding ADRs in exchange for new
ADRs identifying the new deposited securities.
Reports and Transfer Books
The depositary will make available for inspection by holders at its New York
office and at any other designated transfer offices any reports and other
communications received from BP Amoco which are made generally available to the
holders of ordinary shares by BP Amoco and will also mail or, when requested by
BP Amoco, otherwise make available to holders copies of such reports and
communications, as provided in the deposit agreement. The depositary will also
make available at its New York offices and at any other designated transfer
offices a register for the transfer of ADRs, which at all reasonable times will
be open for the inspection of holders.
Amendment and Termination
Amendment. BP Amoco may agree with the depositary to amend the deposit
agreement and the BP Amoco ADRs without consent of ADR holders for any reason.
If the amendment adds or increases fees or charges, except for taxes and
governmental charges, or prejudices an important right of ADR holders, it will
only become effective 30 days after the depositary notifies ADR holders of the
amendment. At the time an amendment becomes effective, ADR holders are
considered, by continuing to hold their ADRs, to agree to the amendment and to
be bound by the agreement as amended. However, no amendment will impair a
holder's right to receive the deposited securities in exchange for its ADRs.
Termination. The depositary will terminate the deposit agreement if BP Amoco
asks it to do so, in which case it must notify ADR holders at least 30 days
before termination. The depositary may also terminate the agreement after
notifying ADR holders if the depositary informs BP Amoco that it would like to
resign and BP Amoco does not appoint a new depositary bank within 90 days. In
this event, ADR holders have certain rights which are set forth in the deposit
agreement.
<PAGE>
Fees and Expenses
For ADR holders must pay:
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- -------------------------------------------------------------------------------
o Each issuance of an ADR, including Not more than $5.00 per 100 ADRs
as a result of a distribution of
shares or rights or other property
o Each cancellation of an ADR, Not more than $5.00 per 100 ADRs
including if the deposit agreement
terminates
o Transfer and registration of Registration or transfer fees
ordinary shares on BP Amoco's
share register from the
holder's name to the name of the
depositary or its agent or vice
versa when the holder deposits or
withdraws shares
o Conversion of foreign currency to Expenses of the depositary
U.S. dollars
o Cable, telex and facsimile Expenses of the depositary
transmission expenses incurred at
the holder's request
o As necessary Certain taxes and governmental
charges the depositary or the
custodian has to pay on any ADR or
ordinary share underlying an ADR, for
example, stock transfer taxes, stamp
duty reserve tax or withholding taxes
Payment of Taxes
The depositary may deduct the amount of any taxes owed from any payments to
ADR holders. It may also restrict the transfer of ADRs or restrict the
withdrawal of the underlying ordinary shares or other deposited securities until
the holder pays taxes owed on its ADRs or underlying securities. The depositary
may also sell deposited securities to pay any taxes owed. The holder will remain
liable if the proceeds of the sale are not enough to pay the taxes.
See also the previous section "-- Fees and Expenses" in relation to the
holder's liability for taxes which the depositary or custodian has to pay.
Requirements for Actions by ADR Holders
Upon written request to the depositary, ADR holders may exercise the right of
a member of BP Amoco in respect of the Amoco ordinary shares or other deposited
property represented by ADRs. Guaranty Nominees Limited, the depositary's
current nominee, will only take action to the extent it is practicable and not
restricted by any law, regulation, stock exchange requirement or the BP Amoco
articles of association. With respect to rights other than those set forth above
under "Voting Rights of Holders of ADRs," Guaranty Nominees will only take
action to the extent that the ADR holder indemnifies it and provides security in
the form of a bond. Any action taken by Guaranty Nominees will be for the sole
benefit, and at the cost and expense of such ADR holder.
In order to become ordinary shareholders and enforce such rights directly,
holders of ADSs will be required to withdraw from the depositary at least six of
the BP Amoco ordinary shares underlying their BP Amoco ADRs.
<PAGE>
Limitation on Liability and Obligations of ADR Holders
The deposit agreement expressly limits the obligations of BP Amoco and the
depositary. It also limits their liability. Pursuant to the deposit agreement,
BP Amoco and the depositary:
o are obliged only to take the actions specifically set forth in the
deposit agreement without negligence or bad faith;
o are not liable if either of them is prevented or delayed by law, any
provision of the BP Amoco articles of association or circumstances beyond
their control from performing their obligations under the deposit
agreement;
o are not liable if either of them exercises, or fails to exercise, any
discretion permitted under the agreement;
o have no obligation to become involved in a lawsuit or proceeding related
to the ADRs or the deposit agreement on behalf of the ADR holder or on
behalf of any other party unless they are indemnified to their
satisfaction;
o may rely upon any advice of or information from any legal counsel,
accountants, any person depositing ordinary shares, any ADR holder or any
other person whom they believe in good faith is competent to give them
that advice or information;
o may rely and shall be protected in acting upon any written notice or
other document believed by them to be genuine; and
o shall not be responsible for any failure to carry out any instructions
to vote any of the ordinary shares.
In the deposit agreement, BP Amoco and the depositary agree to indemnify each
other under specified circumstances.
Requirements for Actions by the Depositary
Before the depositary will issue or register the transfer of an ADR, make a
distribution on an ADR, or permit withdrawal of ordinary shares, BP Amoco or the
depositary may require:
o payment of taxes, including stamp duty reserve tax and stock transfer
taxes or other governmental charges, and transfer or registration fees
charged by third parties for the transfer of any shares or other deposited
securities, as well as the fees and expenses of the depositary;
o production of satisfactory proof of the identity, residence and
citizenship of the person presenting ordinary shares for deposit or ADRs
upon withdrawal, and of the genuineness of any signature or other
information they deem necessary; and
o compliance with regulations the depositary may establish with BP Amoco
which are consistent with the deposit agreement, including presentation of
transfer documents.
Registrars and Co-Transfer Agents
BP Amoco ADRs are currently listed on the New York, Chicago, Pacific, and
Toronto Stock Exchanges. If any BP Amoco ADRs are listed on one or more
additional stock exchanges in the U.S., the depositary or its agent will act as
registrar or, upon the written request or with the written approval of BP Amoco,
appoint a registrar, or one or more co-registrars, for registry of the BP Amoco
ADRs in accordance with any requirements of such exchanges.
<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: March 27, 2000 By: /s/ P.J. CLAYTON
Deputy Company Secretary
