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Rule 424(B)(3)
Registration Number
333-0970
BP Amoco
Direct Access Plan
Prospectus
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PROSPECTUS
BP Amoco p.l.c. American Depositary Shares
BP Amoco Direct Access Plan
BP Amoco Company, a Delaware corporation ("BP Amoco"), is
pleased to offer the BP Amoco Direct Access Plan (the "Plan").
The Plan is designed to provide investors in the United States
and Canada with an easy and inexpensive way to invest in BP Amoco
p.l.c., an English public limited company that is the parent of
BP Amoco.
Key features of the Plan are that you can:
[bullet] Enroll in the Plan for free.
[bullet] Purchase BP Amoco p.l.c. American Depositary
Shares ("BP Amoco ADS shares") without a personal
broker and with no fees or commissions.
[bullet] Increase your ownership of BP Amoco ADS shares by
automatically reinvesting your cash dividends.
[bullet] Purchase additional BP Amoco ADS shares at any
time or on a regular basis through optional cash
investments.
[bullet] Invest as little as U.S.$50 per investment or as
much as U.S.$150,000 per year.
[bullet] Transfer BP Amoco ADS shares easily or sell at low
cost.
[bullet] Own and transfer your BP Amoco ADS shares without
holding or delivering paper certificates.
The Plan holds BP Amoco ADS shares, which are listed on the
New York, Pacific, Chicago and Toronto Stock Exchanges under the
trading symbol "BPA." The Plan is open to new investors in the
U.S. and Canada wishing to purchase BP Amoco ADS shares, as well
as to existing holders of BP Amoco ADS shares in the U.S. and
Canada who want to reinvest their cash dividends in additional BP
Amoco ADS shares or access the other features of the Plan.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved
of these securities or passed upon the accuracy or
adequacy of this Prospectus. Any representation to the
contrary is a criminal offense.
The date of this Prospectus is January 31, 2000.
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TABLE OF CONTENTS
Section Page
BP AMOCO p.l.c. 4
BP AMOCO ADS SHARES 4
THE PLAN 5
Who Can Join? 5
How to Enroll 5
Buying BP Amoco ADS Shares 7
Dividend Reinvestment and Payment Options 9
Selling BP Amoco ADS Shares 10
Gifts and Share Transfers 12
ADR Safekeeping 12
Obtaining ADRs 13
Conducting Transactions Online 13
Plan Fees 14
Plan Statements and Forms 15
U.S. Federal Income Tax Consequences 15
Communications and Voting 16
Share Splits and Other Distributions 17
Termination of Plan Participation 17
Changes to the Plan 18
Administration 19
For More Information 19
Limitation of Liability 19
VALIDITY OF SECURITIES 20
EXPERTS 20
HOW TO LEARN MORE ABOUT BP AMOCO p.l.c. 21
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BP AMOCO p.l.c.
BP Amoco p.l.c. is the company resulting from the merger
between Amoco Corporation and The British Petroleum Company
p.l.c. BP Amoco p.l.c. is one of the world's largest petroleum
and petrochemical groups, with a wide operational and geographic
scope. It has well established operations in the United States,
Europe, Australia, South America and parts of Africa and is
expanding its presence in China, Southeast Asia and the former
Soviet Union. The main businesses of BP Amoco p.l.c. include:
Exploration and Production
Exploration and Production is engaged in oil and gas
exploration and field development and production, together with
pipeline transportation, gas processing and gas marketing.
Refining and Marketing
The activities of Refining and Marketing include oil supply
and trading as well as refining and marketing.
Chemicals
Chemical activities include petrochemicals manufacturing and
marketing.
The principal executive offices of BP Amoco p.l.c. are
located at Britannic House, 1 Finsbury Circus, London EC2M 7BA,
England (telephone 44-171-496-4000).
BP AMOCO ADS SHARES
BP Amoco ADS shares are equity securities known as "American
Depositary Shares," which trade on the New York, Pacific and
Chicago Stock Exchanges at prices quoted in U.S. dollars and on
the Toronto Stock Exchange at prices quoted in Canadian dollars.
Each BP Amoco ADS share represents six "ordinary shares" of BP
Amoco p.l.c. Ordinary shares are the English equivalent of
common stock in a U.S. corporation. BP Amoco p.l.c. ordinary
shares trade on the London Stock Exchange at prices quoted in
pounds sterling. BP Amoco p.l.c. has agreed to announce all
dividends on its ordinary shares and on BP Amoco ADS shares in
U.S. dollars at least through December 31, 2003. Even if BP
Amoco p.l.c. subsequently announces a dividend in another
currency, your dividends will be paid in U.S. dollars based on
the currency exchange rate at the close of business on the
business day prior to the day that the dividend is announced.
THE PLAN
Who Can Join?
U.S. and Canadian Investors. At the present time, the Plan
is open only to investors residing in the United States and
Canada (including their territories and possessions).
Current Shareholders. If you have at least three BP Amoco
ADS shares registered in your name, you are eligible to join the
Plan. If you hold BP Amoco ADS shares through a bank or broker
(that is, in "street name"), you may become eligible to join the
Plan by asking to have at least three BP Amoco ADS shares
registered in your name. You must keep at least three BP Amoco
ADS shares in your Plan account to maintain your eligibility.
New Shareholders. If you are not yet a BP Amoco ADS
shareholder, you may join the Plan by making an initial
investment of at least U.S.$250. The maximum annual investment
is U.S.$150,000.
How to Enroll
Current Shareholders. If you are a U.S. or Canadian holder
of record of at least three BP Amoco ADS shares, you may enroll
by filling out the Enrollment Form and returning it to the
Administrator. If you own BP Amoco ADS shares but they are held
in the name of a bank or broker (that is, in "street name"), you
may become an owner of record by asking to have your BP Amoco ADS
shares registered in your name. At least three of your BP Amoco
ADS shares need to be transferred into your name before you
become eligible to participate in the Plan. Once you enroll, all
of your BP Amoco ADS shares that are registered in the exact same
name as on the Enrollment Form, whether you acquired them before
or after you joined the Plan, will automatically be treated as
Plan shares.
Current U.S. shareholders wishing to make an additional cash
investment of at least U.S.$250 also may enroll electronically
using the Plan's authorized online investment service described
under "Conducting Transactions Online." All of your BP Amoco ADS
shares that are registered in the exact same name as you use for
your electronic enrollment, whether you acquired them before or
after you joined the Plan, will automatically be treated as Plan
shares.
If you were a participant in the Amoco Direct Access Plan on
December 31, 1998 and held any of your Amoco Corporation shares
in certificated form, you will automatically be enrolled in the
Plan upon fulfilling all applicable share exchange requirements
of the merger between Amoco Corporation and The British Petroleum
Company p.l.c. Please note that you will not receive or be able
to reinvest dividends on the BP Amoco ADS shares issuable to you
in the merger, nor will you be entitled to vote those shares,
until you fulfill the share exchange requirements.
New Shareholders/New Accounts. If you do not own at least
three BP Amoco ADS shares, or if you wish to establish a separate
account (for example, a joint account with your spouse or as
custodian for a minor), you may enroll by filling out the
Enrollment Form and returning it to the Administrator, together
with a check or money order, in U.S. dollars, for at least $250.
U.S. residents may also enroll electronically using the Plan's
authorized online investment service described under "Conducting
Transactions Online."
Buying BP Amoco ADS Shares
Additional Investments. Once you are enrolled in the Plan,
you can make additional investments at any time with as little as
$50, online (in the case of U.S. residents), through the mail or
through automatic monthly withdrawal from your bank account.
[bullet] Online through the Internet: The fastest and most
economical way to make additional investments in BP
Amoco ADS shares is through the Plan's authorized
online investment service. From the "Investors" page
on BP Amoco's website, click the "BPADAP" button and
follow the simple instructions for buying shares
online. This will transmit instructions directly to
the Administrator and authorize the withdrawal of the
necessary funds from your bank account.
[bullet] Through the Mail: You can also make additional
investments by mailing a check or money order in U.S.
dollars to the Administrator, together with the
Transaction Request form. A Transaction Request form
will be attached to your Plan Statement or may be
obtained from the Administrator as described below
under "Plan Statements and Forms."
[bullet] Automatic Monthly Withdrawal: You can also
purchase additional BP Amoco ADS shares on a regular
basis by authorizing automatic withdrawal of U.S.$50 or
more from your bank account. To authorize automatic
withdrawals under the Plan, fill out the appropriate
information on the Transaction Request form. You may
also authorize automatic monthly withdrawals online
when you enroll through the Plan's authorized online
investment service.
Please allow thirty days for the Administrator to process
your request for automatic withdrawal. If you sign up to make
automatic monthly purchases, your money will be withdrawn on your
choice of the 1st or the 15th of each month (or if the 1st or the
15th is not a business day, on the next business day) and used to
purchase BP Amoco ADS shares within three business days. You can
discontinue your automatic monthly purchases by calling the
Administrator toll-free at 1-877-638-5672 or by completing a
Transaction Request form. Your instructions must be received two
or more business days before the next scheduled withdrawal date
to be effective for that date.
Maximum Annual Investment. The most you can invest through
the Plan in any calendar year is U.S.$150,000.
Open Market Purchases. All BP Amoco ADS shares purchased
under the Plan will be purchased on the New York Stock Exchange,
in the over-the-counter market or in negotiated transactions with
persons not affiliated with BP Amoco p.l.c. or any of its
subsidiaries, including BP Amoco. Purchases will be made through
an independent broker-dealer (which may be the Administrator).
Timing. The Administrator will try to purchase BP Amoco ADS
shares for the Plan at least twice a week. Under most
circumstances, purchases for your Plan account will be made
within five business days after the Administrator receives your
money. It is up to the independent broker-dealer used by the
Plan to determine when and at what prices BP Amoco ADS shares
will be bought for the Plan. Accordingly, you will not be able to
instruct the Administrator to purchase shares at a specific time
or at a specific price. You will not be paid interest pending
the investment of your money in additional BP Amoco ADS shares.
Purchase Price. Your purchase price will be the weighted
average price per share paid for all BP Amoco ADS shares
purchased for the Plan for the relevant purchase date. The cost
basis of your BP Amoco ADS shares will include your purchase
price plus the amount of brokerage commissions paid on your
behalf by BP Amoco. See "U.S. Federal Income Tax Consequences."
Book-Entry Ownership. All of the BP Amoco ADS shares
purchased through the Plan will be held by the Administrator and
reflected in book-entry form in your account on the records of
the Administrator. Ownership in book-entry form means that,
while you will have full ownership of your Plan shares, you will
not receive a paper stock certificate (called an "American
Depositary Receipt" or "ADR"). Book-entry ownership eliminates
the risk and expense of replacing lost or stolen ADRs, assures
that your shares are always available should you need to deliver
them for transfer and avoids your costs in maintaining a safe
deposit box or other place to store your securities. However, if
you prefer to hold your Plan shares in certificated form, you may
receive ADRs upon request as described below under "Obtaining
ADRs."
Returned Checks/Failed Transfers. The Administrator will
process only those purchases for which it has received good
funds. If your check is returned or an electronic debit from
your bank account fails due to nonsufficient funds, the
Administrator will not process your request until it receives
good funds covering your purchase and the applicable service fee
for the returned check or failed electronic funds transfer. See
"Plan Fees" below.
Dividend Reinvestment and Payment Options
All, Some or None. You can instruct the Administrator to
reinvest the cash dividends on all, some or none of your Plan
shares in additional BP Amoco ADS shares. Absent instructions to
the contrary, all cash dividends will be automatically
reinvested.
Reinvestment Instructions. If you wish to reinvest the cash
dividends on fewer than all of your Plan shares, you must
instruct the Administrator to send your cash dividends to your
bank account via electronic funds transfer. You can provide the
necessary information in your Enrollment Form, in a Transaction
Request form or when you enroll online through the Plan's
authorized online investment service. Any instructions regarding
reinvestment of your dividends must be received by the
Administrator no later than two business days before the next
dividend record date to be effective for that dividend.
As a general rule, the Administrator will not send your cash
dividends by check. However, if an electronic funds transfer to
your bank account fails because of erroneous instructions, the
Administrator will send you a check for the cash dividend that
otherwise would have been deposited to your bank account,
together with a notice that the electronic funds transfer
instructions you provided are invalid. After that dividend
payment, all your cash dividends will be reinvested in additional
BP Amoco ADS shares until you provide valid electronic funds
transfer instructions.
Purchases. BP Amoco ADS shares purchased with reinvested
cash dividends will be purchased on the New York Stock Exchange,
in the over-the-counter market or in negotiated transactions with
persons not affiliated with BP Amoco p.l.c. or any of its
subsidiaries, including BP Amoco. Purchases will be made
through an independent broker-dealer (which may be the
Administrator). Purchases for dividend reinvestment will be made
within 30 days of the dividend payment date, unless otherwise
required by law. The purchase price of BP Amoco ADS shares
acquired for dividend reinvestment will be the weighted average
price per share of all BP Amoco ADS shares purchased for the Plan
with dividends for a given dividend payment date.
Selling BP Amoco ADS Shares
Sales. You can sell some or all of the shares in your Plan
account at any time by calling the Administrator toll-free at 1-
877-638-5672 or by completing a Transaction Request form. You
can also sell ADS shares held in book-entry form online through
the Administrator's website at www.adr.com. If you wish to sell
over U.S.$10,000 worth of BP Amoco ADS shares (valued on the date
of your request) in a single transaction, your request must be in
writing and have a signature guarantee in a form acceptable to
the Administrator. If you have ADRs for your BP Amoco ADS
shares, the Administrator will not process your request to sell
until it receives ADRs representing the number of shares to be
sold. If you hold your BP Amoco ADS shares in book-entry form,
the Administrator will process your request promptly after
receiving it. Any request to cancel or modify an instruction to
sell shares must be received the same day as the instruction to
be effective.
Whole Shares Only. You may only sell whole shares held in
your Plan account, not fractional shares. Fractional shares will
be cashed out only upon termination of your Plan account, as
described under "Termination of Plan Participation" below.
Timing. The Administrator will sell BP Amoco ADS shares
through an independent broker-dealer as soon as practical after
it receives your request (and, if applicable, your ADRs), but in
any event no later than the end of the next calendar week. It is
up to the independent broker-dealer used by the Plan to determine
when and at what prices BP Amoco ADS shares will be sold for Plan
accounts. Accordingly, you will not be able to instruct the
Administrator to sell your shares at a specific time or at a
specific price. If you prefer to have control over the exact
timing and sale price, you can withdraw the shares and sell them
through a broker of your own choosing.
Sale Price. The sale price per share will be the average
price per BP Amoco ADS share received by the Administrator for
all sales made for Plan participants on the relevant sale date,
less the per share fees and commissions incurred with respect to
your shares. See "Plan Fees" below.
Receipt of Proceeds. Within 15 business days after it
receives your sale request (and, if your shares are not in book-
entry form, your ADRs), the Administrator will send you a check
for the proceeds from the sale of your BP Amoco ADS shares, less
any amounts required to be withheld under applicable law. You
will not be paid interest on your sale proceeds.
Gifts and Share Transfers
To a Plan Account. You may transfer any or all of your BP
Amoco ADS shares, whether held in your Plan account or outside
the Plan, to the Plan account of any other person by completing a
Transaction Request form and, if the person to whom you are
giving shares is not already a Plan participant, an Enrollment
Form, and submitting any other documentation required by the
Administrator. Unless you are terminating your own participation
in the Plan, you may transfer only whole shares.
Outside the Plan. You may also transfer any whole number of
the BP Amoco ADS shares held in your Plan account to any person,
to be held outside the Plan, by completing a Transaction Request
form and submitting any other documentation required by the
Administrator.
Modifications. Any request to cancel or modify an
instruction to transfer shares must be received the same day as
the instruction to be effective.
ADR Safekeeping
If you hold ADRs representing BP Amoco ADS shares, whether
or not they were acquired through the Plan, you can deposit them
in the Plan for safekeeping. The Administrator will reflect the
BP Amoco ADS shares represented by those ADRs in book-entry form
in your Plan account. To deposit ADRs for safekeeping, send them
to the Administrator at the address set forth under "For More
Information" below. To insure against risk of loss resulting
from mailing your ADRs, the Administrator provides insurance free
of charge for ADRs valued up to U.S.$25,000 when you send them
via certified mail and request a return receipt.
Obtaining ADRs
You can obtain ADRs for any or all of the whole BP Amoco ADS
shares held in your Plan account in book-entry form at any time
for free. To obtain ADRs, you can call the Administrator toll-
free at 1-877-638-5672, request ADRs online through the
Administrator's website at www.adr.com or submit a Transaction
Request form. Please allow 30 days for the Administrator to
process your request.
Conducting Transactions Online
U.S. investors may purchase BP Amoco ADS shares online
through an arrangement between BP Amoco and StockPowerSM Inc.,
the Plan's authorized online investment service. StockPower
offers investors a convenient way to invest in BP Amoco ADS
shares completely online, without having to send in any forms or
checks by mail. Through StockPower, you may:
[bullet] Enroll and purchase shares online, eliminating the
time required to send an enrollment form through the
mail.
[bullet] Elect to purchase BP Amoco ADS shares through
authorizing the withdrawal of funds from a bank account
for initial and optional cash purchases, as well as for
regular monthly investments.
[bullet] Choose to reinvest your BP Amoco dividends.
[bullet] Arrange to receive BP Amoco's annual reports and
other materials over the Internet.
You can access StockPower's services at its website,
www.stockpower.com, or through a hyperlink to that site from the
"Investors" page of the BP Amoco website,
www.bpamoco.com/investors. As of the date of this Prospectus,
StockPower's services are available only to U.S. residents.
Once enrolled in the Plan, you can also sell ADS shares held
in book-entry form, request ADRs and conduct certain other
transactions online through the Administrator's website at
www.adr.com. The Administrator's website may also be reached
through a hyperlink from the "Investors" page of the BP Amoco
website.
In the future, BP Amoco expects to offer additional online
services in connection with the Plan, either directly, through
the Administrator or through one or more authorized online
services. For a description of any additional services that may
have become available to Plan participants, see the "Investors"
page of the BP Amoco website.
Plan Fees
[bullet] There is no fee to enroll in the Plan.
[bullet] You will not be charged any fees or commissions
when you reinvest your dividends, purchase or transfer
your BP Amoco ADS shares under the Plan, deposit shares
in the Plan for safekeeping or obtain ADRs for shares
held in book-entry form. However, if you invest
through automatic withdrawal from your bank account,
you should check with your bank to see whether it
charges any fees for this service.
[bullet] When you sell BP Amoco ADS shares you will be
charged a sales fee (currently U.S.$10 per sale) and a
brokerage commission (currently U.S.$0.12 per share) on
the shares sold.
[bullet] If your check is returned or an electronic debit
from your bank account fails due to nonsufficient
funds, you will be charged a service fee (currently
U.S.$20). Of course, until the Administrator receives
good funds, it will be unable to effect the transaction
that you requested.
[bullet] BP Amoco may change the Plan fees from time to
time.
Plan Statements and Forms
Each time that you reinvest dividends or purchase, sell,
transfer or withdraw BP Amoco ADS shares through the Plan, you
will receive a statement confirming your transaction. Each
statement will include a Transaction Request form that will help
you make additional investments, sales, transfers or withdrawals.
You can also obtain Transaction Request forms from the
Administrator as described under "For More Information" below.
In addition, each year you will receive an annual statement that
shows you how many BP Amoco ADS shares you own through the Plan
and your account activity for the preceding year.
U.S. Federal Income Tax Consequences
We believe that the following is an accurate summary of the
U.S. federal income tax consequences of participation in the Plan
as of the date of this Prospectus. However, this summary does
not reflect every situation that could result from participation
in the Plan, and we advise you to consult your own tax advisors
for information about your specific situation.
In general, all your cash dividends -- whether paid to you
in cash or reinvested -- are considered taxable income to you at
the time they are received or reinvested. In addition, brokerage
commissions on purchases of BP Amoco ADS shares purchased through
the Plan (which will be paid by BP Amoco on your behalf) will be
treated as distributions subject to income tax in the same manner
as cash dividends. The total amount of dividends and other
distributions will be reported to you and to the Internal Revenue
Service on Form 1099-DIV shortly after the end of each year.
Under this general rule, the cost basis for U.S. federal
income tax purposes of BP Amoco ADS shares acquired through the
Plan will be the price at which the shares are credited to your
Plan account (see "Buying BP Amoco ADS Shares -- Purchase Price"
and "Dividend Reinvestment -- Purchases"), increased by the
amount of the brokerage commissions with respect to such shares
paid by BP Amoco on your behalf.
You will generally not realize gain or loss for U.S. federal
income tax purposes upon the deposit of BP Amoco ADS shares in
your Plan account, or the receipt of ADRs for shares held in your
Plan account. You will generally realize gain or loss on the
sale of BP Amoco ADS shares. Any gain or loss you incur should
be reflected when you file your income tax returns.
The above rules may not be applicable to certain
participants, such as tax-exempt entities and non-U.S.
shareholders. These participants should consult their own tax
advisors.
In the case of Plan participants whose dividends are subject
to U.S. backup withholding, and non-U.S. shareholders whose
dividends are subject to U.S. federal tax withholding, to the
extent you elect dividend reinvestment, the Administrator will
reinvest dividends less the amount of tax required to be
withheld. The filing of any documentation required to obtain a
reduction in U.S. withholding tax is the responsibility of the
participant.
Communications and Voting
As a Plan participant, you will receive all communications
sent to record holders of BP Amoco ADS shares. You may consent
to receive these communications electronically, either when you
enroll through the Plan's authorized online investment service or
at the Administrator's website at www.adr.com. For any meeting
of shareholders of BP Amoco p.l.c., as long as there are whole BP
Amoco ADS shares in your Plan account on the relevant record
date, you can attend, speak and vote at the meeting, or you can
instruct the Administrator to vote the BP Amoco p.l.c. ordinary
shares represented by your BP Amoco ADS shares as your proxy.
You will receive a proxy that will cover all of the whole BP
Amoco ADS shares held in your Plan account. This proxy allows
you to indicate how you want the BP Amoco p.l.c. ordinary shares
represented by your BP Amoco ADS shares to be voted. The
Administrator will cause those shares to be voted only as you
indicate.
Share Splits and Other Distributions
If BP Amoco p.l.c. declares a share split or share dividend,
your Plan account will be credited with the appropriate number of
additional BP Amoco ADS shares on the payment date, or your
existing BP Amoco ADS shares will represent the additional
ordinary shares distributed pursuant to the share split or share
dividend. Your additional shares will be entitled to all the
rights and privileges provided under the Plan.
In the event that BP Amoco p.l.c. offers any share
subscription or other rights to holders of its ordinary shares,
to the extent such rights are made available to holders of BP
Amoco ADS shares, the Administrator will make them available to
you with respect to the shares in your Plan account. To the
extent such rights are not made available to holders of BP Amoco
ADS shares, they will be sold for the benefit of such holders,
and the Administrator will allocate your share of the proceeds of
such sale to your Plan account.
Termination of Plan Participation
Voluntary Withdrawal by Participant. If you wish to
terminate your participation in the Plan and stop reinvesting
your dividends, call the Administrator toll-free at 1-877-638-
5672 or complete a Transaction Request form. Unless you instruct
otherwise, the Administrator will have all of the whole BP Amoco
ADS shares in your Plan account registered in your name and will
liquidate any fractional share based on the sale price of the BP
Amoco ADS shares on the date of liquidation. Unless you instruct
otherwise, the Administrator will send you a check for the cash
value of the fractional share, minus any applicable fees,
expenses and withholdings required by law, together with evidence
of the BP Amoco ADS shares registered in your name.
Termination by BP Amoco. If you do not maintain at least
three whole BP Amoco ADS shares in your Plan account, BP Amoco
may notify you that it will terminate your account if you do not
invest enough additional money to have three BP Amoco ADS shares
in your Plan account. If you do not invest enough additional
money to have three shares in your Plan account within three
months of receiving such a notice, BP Amoco may then terminate
your Plan account. In the event of such a termination, the
Administrator will have any whole BP Amoco ADS shares in your
Plan account registered directly in your name, will liquidate any
fractional share based on the sale price of the BP Amoco ADS
shares on the date of liquidation, and will send you a check for
the cash value of the fractional share, minus any applicable
fees, expenses and withholdings required by law, together with
evidence of any BP Amoco ADS shares registered in your name.
Changes to the Plan
BP Amoco may add to, modify or discontinue the Plan at any
time. We will send you written notice of any significant
changes. Under no circumstances will any amendment decrease the
number of BP Amoco ADS shares that you own or result in a
distribution to BP Amoco p.l.c. or to any of its subsidiaries,
including BP Amoco.
Administration
The Plan is currently administered by Morgan Guaranty Trust
Company of New York. The Administrator keeps records, sends
statements and performs other duties relating to the Plan.
Morgan Guaranty Trust Company of New York also acts as the
depositary, transfer agent, registrar and dividend disbursing
agent for the BP Amoco ADS shares. BP Amoco may replace the
Administrator, and the Administrator may resign, at any time, in
which case BP Amoco would designate a new administrator.
Purchases and sales of BP Amoco ADS shares under the Plan
will be made in the open market by a broker-dealer that is not
affiliated with BP Amoco p.l.c. or any of its subsidiaries,
including BP Amoco. The current Administrator is independent of
BP Amoco p.l.c. and its subsidiaries, including BP Amoco, and
may buy and sell BP Amoco ADS shares for the Plan. In the event
that BP Amoco decides to administer the Plan itself or authorizes
an affiliate to administer the Plan, BP Amoco will select an
independent broker-dealer to make purchases and sales for the
Plan.
For More Information
For information regarding the Plan, additional forms, help
with Plan transactions or answers to your questions, please
contact the Administrator at:
Morgan Guaranty Trust Company of New York
BP Amoco Direct Access Plan
P.O. Box 842006
Boston, MA 02284-2006
Telephone: Toll-free 1-877-638-5672
Forms are also available from the Administrator's Internet site
at http://www.adr.com.
Limitation of Liability
If you choose to participate in the Plan, you should
recognize that neither BP Amoco p.l.c., its subsidiaries,
including BP Amoco, the Administrator nor the Plan's authorized
online investment service can assure you of a profit or protect
you against loss on the shares that you purchase under the Plan.
Plan accounts are not insured by the Securities Investor
Protection Corporation.
Although the Plan provides for the reinvestment of
dividends, the announcement and payment of dividends will
continue to be determined by the Board of Directors of BP Amoco
p.l.c., in its discretion. This decision depends on many
factors. The amount and timing of dividends may be changed, or
the payment of dividends terminated, at any time without notice.
Neither BP Amoco p.l.c., its subsidiaries, including BP
Amoco, the Administrator nor the Plan's authorized online
investment service will be liable for any act, or for any failure
to act, as long as they have made good faith efforts to carry out
the terms of the Plan, as described in this Prospectus and on the
forms that are designed to accompany each investment or activity.
VALIDITY OF SECURITIES
The validity under English law of the ordinary shares of BP
Amoco p.l.c. underlying the BP Amoco ADS shares to be offered
pursuant to the Plan has been passed upon for BP Amoco by Peter
B.P. Bevan, Group General Counsel of BP Amoco p.l.c. As of the
date of this Prospectus, Mr. Bevan owned less than 0.1% of the BP
Amoco p.l.c. ordinary shares outstanding (including options
representing certain rights to purchase such shares).
EXPERTS
The consolidated financial statements of Amoco Corporation
incorporated in this Prospectus by reference to the 1997 Amoco
Corporation 10-K have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
The consolidated financial statements of The British
Petroleum Company p.l.c. as of December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998
incorporated in this Prospectus by reference to the 1998 BP Amoco
p.l.c. Form 20-F, as incorporated in this Prospectus by
reference, have been audited by Ernst & Young, independent
auditors, as set forth in their report on such financial
statements included therein and incorporated herein by reference.
Such consolidated financial statements have been incorporated in
this Prospectus by reference in reliance on the report of Ernst &
Young given on the authority of that firm as experts in
accounting and auditing.
HOW TO LEARN MORE ABOUT BP AMOCO p.l.c.
BP Amoco p.l.c. files annual, quarterly and special reports
and other information with the Securities and Exchange Commission
(the "SEC"). You may read and copy any of these reports or other
information at the SEC's public reference room in Washington,
D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Although BP Amoco
p.l.c. is not required to submit its SEC filings electronically,
it intends to do so in the future. You may access any SEC
filings that BP Amoco p.l.c. submits electronically, as well as
the Amoco Corporation documents referred to below, at the SEC's
Internet site (http://www.sec.gov). Certain of these documents
are also available at http://www.bpamoco.com/investors.
This Prospectus is part of a Registration Statement on Form
F-3 that we filed with the SEC to register the securities offered
under the Plan. As allowed by SEC rules, this Prospectus does
not contain all information you can find in the Registration
Statement or the exhibits to the Registration Statement. The SEC
allows us to "incorporate by reference" information into this
Prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by
reference is considered to be part of this Prospectus, and later
information filed with the SEC will update and supersede this
information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until our offering is completed.
Filed by Amoco Corporation (SEC file number 1-1702):
1. Annual Report on Form 10-K for the year ended
December 31, 1997.
2. Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30,
1998.
3. Current Report on Form 8-K filed August 26, 1998.
Filed by BP Amoco p.l.c. or its predecessor, The British
Petroleum Company p.l.c. (SEC file number 1-6262):
1. Annual Report on Form 20-F for the year ended
December 31, 1998.
2. Reports on Form 6-K dated June 15, 1999, July 7,
1999, July 15, 1999, August 13, 1999, and November 18,
1999.
3. The Registration Statement on Form F-4, filed
October 30, 1998, including the description of the BP
Amoco p.l.c. ordinary shares and the BP Amoco ADS
shares contained therein, and any amendments or reports
filed for the purpose of updating that description.
You may request a copy of any documents that we incorporate
by reference at no cost by writing or calling us at the following
address:
BP Amoco
Shareholder Services
200 East Randolph Drive
Chicago, Illinois 60601-7125
Telephone: Toll-free 1-800-638-5672
You should rely only on the information contained or
incorporated by reference in this Prospectus. We have authorized
no one to provide you with different information. You should not
assume that the information in the Prospectus is accurate as of
any date other than the date of this Prospectus (January 31,
2000).
Please read this booklet carefully. If you own BP Amoco ADS
shares now, or if you decide to buy BP Amoco ADS shares in the
future, please keep the booklet with your permanent investment
records, since it contains important information about the Plan.
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