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REGISTRATION NO. 33-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION NO. 33-60677
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EXXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW JERSEY 13-5409005
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
5959 LAS COLINAS BLVD.
IRVING, TEXAS
75039-2298
(972) 444-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
W.B. COOK, CONTROLLER
EXXON CORPORATION
5959 LAS COLINAS BLVD.
IRVING, TEXAS
75039-2298
(972) 444-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE* PRICE* FEE
<S> <C> <C> <C> <C>
Common Stock, no par value............... 15,000,000 $58.5625 $878,437,500 $266,193.18
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based upon the average of the high and low prices reported
in the consolidated reporting system on May 19, 1997.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO
COMMON STOCK REGISTERED UNDER FORM S-3 REGISTRATION STATEMENT NO. 33-60677. THIS
REGISTRATION STATEMENT IS A NEW REGISTRATION STATEMENT AND ALSO CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-60677.
APPROXIMATELY 8,000,000 SHARES REMAIN AVAILABLE ON A SPLIT-ADJUSTED BASIS UNDER
THE PRIOR REGISTRATION STATEMENT, FOR WHICH SHARES A REGISTRATION FEE OF
APPROXIMATELY $94,914 WAS PAID.
________________________________________________________________________________
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 20, 1997
[EXXON LOGO]
[LOGO: running tiger profile]
Shareholder Investment Program
Exxon Corporation ('Exxon' or the 'Corporation') offers you the opportunity to
participate in its Shareholder Investment Program (the 'Program'). The Program
lets you: purchase shares of Exxon's Common Stock with no commission; reinvest
all or a portion of your cash dividends in additional shares; and deposit share
certificates for safekeeping. See 'Important Considerations' and 'Terms of the
Program'.
The First National Bank of Boston ('Bank of Boston') is the Administrator for
the Program. At present, the Administrator purchases all Program shares in the
open market (New York Stock Exchange) and the Corporation does not receive any
proceeds. The Administrator may also purchase Program shares in privately
negotiated transactions or, if the Corporation chooses, from the Corporation.
The closing price of the Common Stock on May 19, 1997, as shown on the New
York Stock Exchange consolidated tape, was $59 1/8 per share.
This prospectus covers approximately 23,000,000 shares of Common Stock, no par
value.
Program shares are offered through Credit Suisse First Boston Corporation to
persons not presently Exxon shareholders.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________, 1997
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The Exxon Shareholder Investment Program
HIGHLIGHTS
Following are some of the convenient features of the Program. Refer to
"Important Considerations" and "Terms of the Program" for more complete
information. Please read this entire prospectus carefully.
Buy With No Commissions
With the Exxon Shareholder Investment Program, you don't need to call a
stockbroker. Exxon pays the commissions on all Program purchases. You can make
purchases in a variety of ways, including by check, automatic deduction or
dividend reinvestment. Your investment dollars will be fully used to purchase
Exxon shares.
Open an Account for Only $250
If you are not an Exxon shareholder, you can enroll in the Program with an
initial cash investment of only $250. If you are already an Exxon shareholder,
you can enroll with a $250 cash investment, by depositing your Exxon shares for
safekeeping, or by choosing to reinvest dividends on some or all of your Exxon
shares.
Make Additional Investments With as Little as $50
Once enrolled, you can make additional investments as small as $50. Since you
pay no commissions, your full investment goes to the purchase of Exxon shares.
You can also elect to have additional investments deducted directly from your
bank account once a month. The maximum cash investment is $200,000 per calendar
year.
Invest Weekly
You can invest as frequently as weekly and you can vary the amount you invest.
Reinvest Dividends Automatically
You can choose to have all or part of the dividends paid on your Exxon shares
automatically reinvested in additional shares.
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Receive Dividends by Direct Deposit
If you elect not to reinvest dividends, you can have dividends deposited
directly into your bank account by electronic transfer on the dividend payment
date.
Deposit Certificates for Safekeeping
You can protect your Exxon share certificates from loss, theft or damage by
depositing your shares for safekeeping. If you want new certificates sent to
you, we'll do so at your request.
Invest in an IRA
The Bank of Boston offers an Individual Retirement Account (IRA) that invests in
Exxon shares through the Program. This account is available for new
contributions and for rollovers. For more information on this service, including
an IRA Disclosure Statement and enrollment materials, call the toll-free number
below. The Bank charges additional fees for IRAs.
Make Gifts of Exxon Stock
You can make gifts or transfers of Exxon shares at no charge. A Program account
will be opened for the recipient and you can also request a special gift
certificate.
TOLL-FREE INFORMATION
If you have questions about the Program or need assistance or information about
other shareholder matters, call Exxon Shareholder Services toll-free at:
1-800-252-1800
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Exxon Shareholder Investment Program Prospectus
IMPORTANT CONSIDERATIONS
The purpose of the Program is to provide useful services for Exxon shareholders.
We are not recommending that you should buy or sell Exxon shares. You should
only use the Program after you have independently researched and made your
investment decision.
The value of Exxon shares may go up or down from time to time. We give no
assurance as to whether or at what rate Exxon will continue to pay dividends.
Program accounts are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation, or anyone else.
TERMS OF THE PROGRAM
ADMINISTRATION
The Bank of Boston (the 'Administrator') administers the Program. To contact the
Administrator, write to:
Exxon Shareholder Investment Program
P.O. Box 8033
Boston, MA 02266-8033
or call (800) 252-1800 toll free. From outside the U.S., call (617) 575-2058
collect. You can also contact the Administrator by e-mail and facsimile. The
e-mail address is http://www.equiserve.com. The fax number is available on
request.
The Administrator currently serves as transfer agent, registrar and dividend
paying agent for the Corporation and may have other business relationships with
the Corporation from time to time. The Administrator also sponsors the Program
IRA.
ELIGIBILITY
Any U.S. person or entity can participate in the Program by fulfilling the
requirements described below under 'Enrollment Procedures'. A citizen or
resident of a country other than the United States is also eligible if
participation would not violate local laws applicable to you or to Exxon.
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ENROLLMENT PROCEDURES
First, read this propectus carefully. Then, if you are eligible and want to
enroll in the Program, complete and sign an Enrollment Form and return it to the
Administrator. In order to participate in the Program, you must either (1)
deposit one or more share certificates with the Administrator for safe-keeping
(including by transfer from a broker); (2) elect to reinvest cash dividends paid
on at least one whole share; or (3) make an initial cash investment of at least
$250 (and not more than $200,000). Participation in the Program begins after the
Administrator reviews and approves your forms and receives your funds or
securities.
INVESTMENT DATES
A new investment period begins on each Investment Date. The 'Investment Dates'
are Thursday of each calendar week or, if financial markets in New York City are
not open for business on Thursday, the next day on which the markets are open.
INITIAL AND OPTIONAL INVESTMENTS
Initial investments must be at least $250 except for eligible Exxon employees
and retirees investing through payroll or annuity deduction. Optional
investments must be at least $50 for any single investment. The total amount of
initial and optional investments can not be more than $200,000 in any calendar
year, not counting IRA rollovers and qualified plan distributions.
Investments can be made as follows and by any other means the Administrator
accepts:
Personal check or money order payable to 'BKB-Exxon' and returned
to the Administrator with a Cash Investment and Other Transaction Form
(detachable copy included with each statement of account sent to participants).
Do not send cash.
Automatic Monthly Investment. You can automatically invest a specified monthly
amount (not less than $50) deducted directly from a U.S. bank account by
completing an Automatic Monthly Investment Form and returning it to the
Administrator. Funds will be transferred from your account on the business day
before the last Investment Date of each month. You can change or stop automatic
monthly investments by completing and returning a new Automatic Monthly
Investment Form or otherwise giving written instructions
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Exxon Shareholder Investment Program Prospectus
to the Administrator. To be effective for a particular month, the Administrator
must receive instructions for automatic monthly investments before the last
business day of the prior month.
Payroll and Annuity Deduction. Eligible employees and retirees of
Exxon or one of its subsidiaries may invest specified amounts (not less than $50
per month) by completing and returning a Payroll or Annuity Deduction
Authorization Form. An Exxon employee must be paid through a U.S. payroll and an
Exxon retiree must receive annuity payments from a U.S. benefits office.
Exxon will make deductions from each payroll or annuity check during the month
and will promptly forward the funds to the Administrator. The Administrator will
invest these funds in Exxon shares once a month beginning on the first
Investment Date. If you use this investment option, you should recognize that,
depending on the pay date, funds deducted from your check may not be invested
for several weeks.
Eligible employees and retirees may satisfy the requirement for an initial
investment by initiating payroll or annuity deduction at the time of enrollment.
Wire transfer. Contact the Administrator for instructions. You may be charged
fees by the institution initiating the wire transfer.
OTHER INVESTMENT INFORMATION
The Administrator must receive your funds by 12:00 p.m. (Noon) Eastern time on
the business day before an Investment Date to begin investing on that Investment
Date. Funds received later are held until the next investment period. No
interest is paid on amounts held by the Administrator pending investment.
Accordingly, you should transmit funds to the Administrator shortly before the
deadline. All investments must be in U.S. dollars and are subject to collection
by the Administrator of full face value.
The Administrator will cancel or return your investment if the Administrator
receives your written request two or more business days before the Investment
Date. However, refunds of a check or money order will only be made after the
Administrator actually receives the funds.
There is a $20 charge for each check, electronic funds transfer, or other
investment that is rejected due to insufficient funds. By enrolling in the
Program, you authorize the Administrator to deduct this charge from your Program
account.
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REINVESTING CASH DIVIDENDS
You can reinvest cash dividends paid on all or some of your Exxon shares by
making an election on the Enrollment Form. You can also change reinvestment
levels at any time by contacting the Administrator. To be effective for a
particular dividend, the Administrator must receive reinvestment instructions on
or before the record date for the dividend.
If you elect reinvestment, cash dividends paid on your certificated and on your
book-entry Exxon shares will be used to purchase additional Exxon shares.
Certificated shares are shares registered in your name and held in certificate
form. Book-entry shares are shares held in the custody of the Administrator for
your Program account.
If you specify partial or no reinvestment, cash dividends not reinvested will be
sent to you by check or direct deposit.
DIRECT DEPOSIT
You can have any cash dividends not being reinvested deposited directly to your
bank account by completing a Direct Dividend Deposit Authorization Form and
returning it to the Administrator. You can change deposit accounts or stop
direct deposit by completing and returning a new Direct Dividend Deposit
Authorization Form or otherwise giving written instructions to the
Administrator. To be effective for a particular dividend, the Administrator must
receive instructions for direct deposit before the record date for the dividend.
SHARE SAFEKEEPING
You can deposit Common Stock certificates with the Administrator for
safekeeping. To do so, send your Exxon share certificates to the Administrator
by registered, insured mail together with a properly completed Enrollment Form,
Cash Investment and Other Transaction Form, or other written instructions. The
share certificates should not be endorsed. Safekeeping shares will be
transferred into the name of the Administrator or its nominee and held for you
in book-entry form. The deposit of certificates for safekeeping does not affect
dividend reinvestment.
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Exxon Shareholder Investment Program Prospectus
GIFT/TRANSFER OF SHARES
You can make gifts or transfer ownership of shares held in your Program account
by completing a Gift/Transfer Form and returning it to the Administrator. These
requests must meet the same requirements as for the transfer of Common Stock
certificates, including the requirement of a Medallion signature guarantee on
the form. If the recipient is not already a Program participant, the
Administrator will open an account in the recipient's name. The recipient will
receive a Program prospectus and a statement showing the number of shares held
in the recipient's Program account. Gift certificates are also available on
request to the Administrator.
TRANSFERING SHARES FROM A BROKER
Shares held in 'street name' through a broker or other agent can be transferred
to your Program account by completing and returning to the Administrator a
Broker Transfer Form. The Administrator will contact the agent holding the
shares and initiate the transfer.
SHARE CERTIFICATES
Shares purchased through the Program will be held in safekeeping in book-entry
form by the Administrator in its name or the name of its nominee. You can get a
new certificate for all or some of the whole Exxon shares in your Program
account by completing the appropriate portions of a Cash Investment and Other
Transaction Form and returning it or otherwise providing instructions to the
Administrator. The Administrator will continue to hold any remaining whole or
fractional Program shares. The issuance of a certificate for Program shares does
not affect dividend reinvestment. Shares of stock held by the Administrator in
your Program account may not be pledged or assigned except through the
gift/transfer procedure.
SELLING SHARES
You can sell any number of whole shares held in your Program account by
completing the appropriate portions of a Cash Investment and Other Transaction
Form and returning it or otherwise providing written instructions to the
Administrator. Sales begin on the first Investment Date after receipt of the
request. Sale proceeds, less an administrative charge of $5 and applicable
brokerage commissions (currently approximately $.10 per share), are paid by
check. A request to sell all shares in your account will close your account.
Sale requests received on or after the fifth business day before a dividend
payment date will be processed after giving effect to any dividend reinvestment.
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CLOSING A PROGRAM ACCOUNT
You can close a Program account at any time by completing the appropriate
portions of a Cash Investment and Other Transaction Form and returning it or
otherwise providing written instructions to the Administrator. The Administrator
will issue and mail to you a certificate for all whole shares in the account, or
you can specify that all (but not less than all) whole book-entry shares be
sold. The administrator will handle the sale as described in the "Selling
Shares" section. The cash value of any fractional interest in a closed account
will be paid to you by check. After an account is closed, you can not make
further investments through the Program without re-enrolling.
Instructions to close an account received on or after the fifth business day
before a dividend payment date will be processed after giving effect to any
dividend reinvestment.
SOURCE AND PRICE OF SHARES
The Administrator may purchase or sell shares in the open market or in privately
negotiated transactions on terms and conditions acceptable to it. At present,
the Administrator purchases and sells shares in the open market (New York Stock
Exchange).
Shares purchased or sold for a particular investment period are credited to your
account at the weighted average price per share of all shares purchased or sold
for that investment period. The Corporation pays any commissions on the purchase
of shares, but you will be charged a $5 administrative fee and commissions on
sales.
The Administrator may purchase shares from or sell shares to the Corporation if
the Corporation so chooses. The price of any shares purchased from or sold to
the Corporation will be the average of the high and low sale prices reported on
the New York Stock Exchange consolidated tape for the day of the transaction.
The Administrator may combine your funds with those of other participants for
the purpose of making purchases and may offset purchases of shares against sales
of shares under the Program for the same investment period, resulting in a net
purchase or sale of shares. The Administrator undertakes to purchase or sell
shares as soon as practicable beginning on the relevant Investment Date and in
no event later than 30 days (in the case of dividend reinvestment) or 35 days
(in the case of initial or optional investments) after the relevant Investment
Date, except as necessary under securities laws or other government or stock
exchange regulations.
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Exxon Shareholder Investment Program Prospectus
The Administrator may begin purchasing shares for dividend reinvestment in
advance of the dividend payment date. Dividend and voting rights on purchased
shares begin on settlement.
REPORTS
You will receive each quarter a statement showing the amount invested; the
purchase price; the number of shares purchased, deposited, sold, transferred, or
withdrawn; the total number of shares accumulated; and other information. The
Administrator may omit the statement for a quarter if there is no change in your
account that quarter. The quarterly statement consolidates your book-entry and
certificated shares. You should retain these statements for income tax and other
purposes. Replacement statements are available on request from the
Administrator.
The Administrator sends a transaction statement promptly after each investment,
deposit, sale or transfer, except that direct deposit of dividends and automatic
monthly investments are not individually confirmed. The Administrator also sends
communications sent to all other record holders of Common Stock.
All notices, statements and reports will be addressed to you at the latest
address on record with the Administrator. Address changes may be made in writing
or by telephone but must be received before the record date for a dividend in
order for the dividend check and quarterly information to be mailed to the new
address.
MISCELLANEOUS
Stock Split or Stock Dividend. Unless the Corporation chooses another method of
distribution, stock dividends or split shares distributed on your certificated
shares will be sent to you in certificate form. Stock dividends or split shares
on your book-entry shares will be added to your book-entry account.
If you have elected partial dividend reinvestment, the Administrator will adjust
your election so that you continue to receive cash dividends on approximately
the same percentage of your Exxon shares as before the split.
Voting. You can vote shares held in your Program account in person or by the
proxy card sent to you.
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Limitation of Liability. The Corporation, the Administrator and their
representatives are not liable for good faith acts or omissions in administering
the Program. This includes any claim of liability based on the prices or times
at which shares are purchased or sold; any change in the market price of shares;
or any failure to terminate an account prior to receipt of appropriate notice
(such as notice of a participant's death). This is not a waiver of any rights
you may have under securities laws.
Termination. The Corporation may suspend or terminate the Program at any time in
whole or in part, or may terminate the participation of any participant. For
example, it is currently the Corporation's practice to close the account of any
participant who does not own at least one whole book-entry or certificated share
of record. Notice of suspension or termination will be sent to you if you are
affected. Upon any termination of the Program or of any participant,
certificates for any whole book-entry shares will be issued and mailed to the
participant. The cash value of any fractional interest in the account will be
paid by check.
Amendment; Interpretation. The Corporation may amend or modify the Program in
whole or in part from time to time. Copies of the most recent prospectus,
including current Program terms and conditions, are available from the
Administrator and at Exxon's web site (http://www.exxon.com). Notice of material
amendments or modifications will be mailed to you if you are affected. The
Corporation retains the sole right to interpret the terms of the Program and to
resolve questions that arise in its application.
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Exxon Shareholder Investment Program Prospectus
THE CORPORATION
Exxon Corporation, the issuer of the Common Stock offered by this prospectus,
was incorporated in the State of New Jersey in 1882. The Corporation's principal
executive office is located at 5959 Las Colinas Blvd., Irving, Texas 75039-2298,
and its telephone number is (972) 444-1000.
Divisions and affiliated companies of the Corporation operate or market products
in the United States and more than 100 other countries. Their principal business
is energy, involving exploration for, and production of, crude oil and natural
gas, manufacturing of petroleum products, and transportation and sale of crude
oil, natural gas and petroleum products. Exxon Chemical Company, a division of
the Corporation, is a major manufacturer and marketer of petrochemicals. The
Corporation and its affiliates are engaged in exploration for, and mining and
sale of, coal and other minerals. The Corporation also has an interest in
electric power generation in Hong Kong. Affiliates of the Corporation conduct
extensive research programs in support of these businesses.
TAX CONSEQUENCES
The Corporation believes the following is an accurate summary of the tax
consequences of participation in the Program as of the date of this Prospectus.
This summary may not reflect every possible situation that could result from
participation in the Program, and, therefore, participants in the Program are
advised to consult their own tax advisors.
In general, the amount of cash dividends paid by the Corporation is includable
in income even though reinvested under the Program. Under this general rule, the
cost basis for federal income tax purposes of any shares acquired through the
Program will be the price at which the shares are credited by the Administrator
to the account of the participant as described in the section entitled 'Source
and Price of Shares'. Brokerage commissions paid by the Corporation on a
participant's behalf are treated as distributions subject to income tax in the
same manner as dividends. The amounts paid for brokerage commissions are,
however, includable in the cost basis of shares purchased. Form 1099 DIV sent to
participants and the IRS each year, as required, will show these amounts paid on
their behalf.
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A participant will generally not realize gain or loss for U.S. federal income
tax purposes upon the withdrawal of shares in certificate form from the Program,
but will generally realize gain or loss on the sale of shares.
The above rules may not be applicable to certain participants in the Program,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors.
In the case of participants in the Program whose dividends are subject to U.S.
backup withholding, the Administrator will reinvest dividends less the amount of
tax required to be withheld. In the case of foreign shareholders whose dividends
are subject to U.S. federal tax withholding, 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 shareholder.
USE OF PROCEEDS
At present, we expect the Administrator to continue to purchase Exxon shares for
the Program in the open market. As a result, the Corporation will not receive
any proceeds. If the Administrator purchases shares directly from the
Corporation, the Corporation intends to use any net proceeds for general
corporate purposes.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the Program and the
validity of the shares offered by this prospectus is James Earl Parsons, who is
regularly employed as Counsel for the Corporation. Mr. Parsons owns and has
options to purchase shares of Common Stock and participates in the Program.
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Exxon Shareholder Investment Program Prospectus
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Exxon Corporation Annual Report on Form 10-K for the year ended December 31,
1996 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements similarly incorporated herein by reference to all
documents subsequently filed by the Corporation pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are or
will be so incorporated in reliance on the reports of Price Waterhouse LLP, and
any other independent accountants, relating to such financial statements and on
the authority of such independent accountants as experts in auditing and
accounting in giving such reports to the extent that the particular firm has
examined such financial statements and consented to the use of their reports
thereon.
FOR MORE INFORMATION
The Corporation files annual, quarterly, and current reports, proxy statements,
and other information with the Securities and Exchange Commission (the 'SEC').
You can read and copy these materials at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C.; 7 World Trade Center, Suite 1300, New
York, New York; and 500 West Madison Street, Suite 1400, Chicago, Illinois. You
can also order copies of these materials, on payment of copying fees, by writing
to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.Please call the SEC
at 1-800-SEC-0330 for more information on the operation of the public reference
rooms. The Corporation's filings can also be read at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York, on which the Common
Stock is listed. The SEC also maintains a web site at http://www.sec.gov that
contains materials filed by the Corporation.
Important information about the Corporation and its business and finances is
incorporated by reference in this prospectus. This means we disclose that
information by referring you to other documents separately filed with the SEC.
The information incorporated by reference is part of this prospectus, except for
information that is superceded by information in this document.
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The SEC filings incorporated by reference are:
1. Annual Report on Form 10-K for the year ended December 31, 1996.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
3. The description of the Common Stock contained in the Corporation's
Registration Statement on Form 10 filed on April 9, 1935, as amended by its
Current Report on Form 8-K for the month of May 1970 and its Quarterly Report
on Form 10-Q for the quarter ended June 30, 1987.
As long as the Corporation continues to offer the Program, the Corporation also
incorporates by reference additional reports, proxy statements, and other
documents that the Corporation may file with the SEC after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934.
The Corporation will provide each person to whom this prospectus is delivered
with a free copy of any or all of the documents incorporated by reference,
except for exhibits to such documents (unless the exhibit is specifically
incorporated by reference). You can request copies by calling or writing Exxon
Shareholder Services, P.O. Box 8033, Boston, MA 02266-8033, telephone
1-800-252-1800.
[EXXON LOGO]
TOLL-FREE INFORMATION
If you have questions about the Program or need assistance
or information about other shareholder matters, call Exxon
Shareholder Services toll-free at:
1-800-252-1800
14
<PAGE>
<PAGE>
[EXXON LOGO]
---------------------
P.O. Box 8033
Boston, MA 02266-8033
SHAREHOLDER INVESTMENT PROGRAM
PROPECTUS
The Corporation has not authorized anyone to provide you with information that
is different from what is contained in this prospectus. The Program is not
available to any person to whom the Corporation may not legally offer it.
The date of this prospectus is ____________, 1997. You should not assume that
the information in this prospectus is still accurate as of any later date.
CONTENTS
Exxon Corporation Shareholder Investment Program
Highlights........................1
Important Considerations..........3
Terms of the Program..............3
The Corporation......................11
Tax Consequences.....................11
Use of Proceeds......................12
Legal Matters........................12
Experts..............................13
For More Information.................13
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................................. $266,193.18
Printing and Engraving Expenses..................................................... 30,000*
Accountants' Fees and Expenses...................................................... 3,000*
Blue Sky Fees and Expenses.......................................................... 5,000*
Miscellaneous....................................................................... 5,000*
-----------
Total.......................................................................... $309,193.18*
-----------
-----------
</TABLE>
- ------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Exxon Corporation has no provisions for indemnification of directors or
officers in its certificate of incorporation. Article X of the By-Laws of Exxon
Corporation provides that it shall indemnify to the full extent permitted by law
any director or officer made or threatened to be made a party to any legal
action by reason of the fact that such person is or was a director, officer,
employee or other corporate agent of Exxon Corporation or any subsidiary or
served any other enterprise at the request of Exxon Corporation against
expenses, judgments, fines, penalties, excise taxes and amounts paid in
settlement. The New Jersey Business Corporation Act provides for the
indemnification of directors and officers under certain conditions.
Exxon Corporation has purchased directors and officers liability insurance
coverage from Ancon Insurance Company, Inc., an indirectly wholly-owned
subsidiary of Exxon Corporation ('Ancon'), subject to cancellation by Ancon upon
365 days' written notice. In general, such insurance provides coverage up to
$100 million for payment on behalf of directors and certain officers of Exxon
Corporation of amounts they are legally obligated to pay because of covered
risks for which Exxon Corporation is not required or permitted to indemnify
them.
ITEM 16. EXHIBITS
See Index to Exhibits.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant
II-1
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to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement;
(2) that for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
either registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Exxon
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on the 20th day of May, 1997.
EXXON CORPORATION
/S/ EDGAR A. ROBINSON
.....................................
(EDGAR A. ROBINSON)
VICE PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Chairman of the Board and Chief Executive May 20, 1997
......................................... Officer (Principal Executive Officer)
(LEE R. RAYMOND)
* Director May 20, 1997
.........................................
(MICHAEL J. BOSKIN)
* Director May 20 , 1997
.........................................
(D. WAYNE CALLOWAY)
* Director May 20, 1997
.........................................
(JESS HAY)
* Director May 20, 1997
.........................................
(JAMES R. HOUGHTON)
* Director May 20, 1997
.........................................
(WILLIAM R. HOWELL)
* Director May 20, 1997
.........................................
(PHILIP E. LIPPINCOTT)
* Director May 20, 1997
.........................................
(HARRY J. LONGWELL)
* Director May 20, 1997
.........................................
(MARILYN CARLSON NELSON)
* Director May 20, 1997
.........................................
(ROBERT E. WILHELM)
</TABLE>
II-3
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
EDGAR A. ROBINSON Treasurer (Principal Financial Officer) May 20, 1997
.........................................
(EDGAR A. ROBINSON)
* Controller (Principal Accounting Officer) May 20, 1997
.........................................
(W. B. COOK)
*By /s/ EDGAR A. ROBINSON
.........................................
(EDGAR A. ROBINSON)
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ------------ ---------------------------------------------------------------------------------------------- ----
<S> <C> <C>
5 -- Opinion of James Earl Parsons, counsel for Exxon Corporation...............................
23(a) -- Consent of James Earl Parsons (included in the opinion filed as Exhibit 5 to this
Registration Statement).....................................................................
23(b) -- Consent of Independent Accountants.........................................................
24 -- Power of Attorney..........................................................................
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 5
May 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exxon Corporation -- Shareholder Investment Program
Gentlemen:
As counsel to Exxon Corporation, a New Jersey corporation (the
'Corporation'), I am familiar with its Restated Certificate of Incorporation and
By-laws, as amended to date. I have examined its corporate proceedings in
connection with the preparation and filing of a registration statement on Form
S-3 of even date herewith (the 'Registration Statement'), covering shares of the
Corporation's common stock, no par value ('Common Stock'), offered and to be
offered pursuant to the Exxon Corporation Shareholder Investment Program (the
'Program'). I have also examined originals or copies, certified or otherwise
authenticated to my satisfaction, or all such documents and records of the
Corporation, of such agreements, and of such certificates of public officials,
officers and representatives of the Corporation, and others, as I have deemed
necessary to require as a basis for the opinions hereinafter expressed.
In all such examinations, I have assumed the genuineness of all signatures,
the authority to sign of all signatories, the due execution of all original and
certified documents, and the conformity to the original and certified documents
of all copies submitted to me as conformed or photostatic copies. As to various
questions of fact material to my opinion, I have relied upon statements and
certificates of officers of the Corporation, public officials, and others.
Based upon and subject to the foregoing and to the qualifications herein
specified, I am of the opinion that:
The shares of Common Stock offered and to be offered pursuant to the
Program are duly authorized and, when delivered in connection with purchases
under the Program in accordance with the terms thereof, are and will be validly
issued, fully paid, and non-assessable.
The opinions expressed herein relate solely to the federal laws of the
United States and the corporate law of the State of New Jersey.
I hereby consent to the use of my name in the Registration Statement and
the prospectus forming a part thereof under the caption 'Legal Matters,' and to
the filing of this opinion as an exhibit thereto. In giving this consent, I do
not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
JAMES EARL PARSONS
JEP
<PAGE>
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 for the Exxon
Corporation Shareholder Investment Program of our report dated February 26, 1997
on the consolidated financial statements of Exxon Corporation, which appears on
page F11 of the 1996 Annual Report to Shareholders of Exxon Corporation, which
is incorporated by reference in Exxon Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996. We also consent to the reference to us
under the heading 'Experts' in such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
May 20, 1997
<PAGE>
<PAGE>
EXHIBIT 24
EXXON CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints T. P.
Townsend, Edgar A. Robinson and W. B. Cook, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her own name, place and stead, in
any and all capacities to sign a Registration Statement on form S-3 to be filed
with the Securities and Exchange Commission with respect to Shares of common
stock of Exxon Corporation offered and sold in connection with the corporation's
Shareholder Investment Program and to sign any and all amendments or supplements
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
* Chairman of the Board (Principal Executive February 20, 1997
......................................... Officer)
(LEE R. RAYMOND)
* Director February 20, 1997
.........................................
(MICHAEL J. BOSKIN)
* Director February 20, 1997
.........................................
(D. WAYNE CALLOWAY)
* Director February 20, 1997
.........................................
(JESS HAY)
* Director February 20, 1997
.........................................
(JAMES R. HOUGHTON)
* Director February 20, 1997
.........................................
(WILLIAM R. HOWELL)
* Director February 20, 1997
.........................................
(PHILIP E. LIPPINCOTT)
* Director February 20, 1997
.........................................
(HARRY J. LONGWELL)
* Director February 20, 1997
.........................................
(MARILYN CARLSON NELSON)
* Director February 20, 1997
.........................................
(ROBERT E. WILHELM)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
EDGAR A. ROBINSON Treasurer (Principal Financial Officer) February 20, 1997
.........................................
(EDGAR A. ROBINSON)
* Controller (Principal Accounting Officer) February 20, 1997
.........................................
(W. B. COOK)
*By /s/ EDGAR A. ROBINSON
.........................................
(EDGAR A. ROBINSON)
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
