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[ExxonMobil LOGO]
SHAREHOLDER INVESTMENT PROGRAM
PROSPECTUS
Exxon Mobil Corporation offers you the opportunity to participate in its
Shareholder Investment Program. The Program lets you: purchase shares of
ExxonMobil'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."
EquiServe Trust Company, N.A. 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 December 1, 1999 on the New York Stock Exchange was
$82.38 per share.
This prospectus covers approximately 10,000,000 shares of common stock, no par
value.
Initial investments are offered through Credit Suisse First Boston Corporation.
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.
December 1, 1999
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ExxonMobil 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 ExxonMobil Shareholder Investment Program, you don't need to call a
stockbroker. ExxonMobil 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 used fully to purchase
ExxonMobil shares.
OPEN AN ACCOUNT FOR ONLY $250
If you are not an ExxonMobil shareholder, you can enroll in the Program with an
initial cash investment of only $250. If you are already an ExxonMobil
shareholder, you can enroll with a $250 cash investment, by depositing your
ExxonMobil shares for safekeeping, or by choosing to reinvest dividends on some
or all of your ExxonMobil 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 ExxonMobil
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 buy and sell as frequently as weekly and you can vary the amount you
invest.
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REINVEST DIVIDENDS AUTOMATICALLY
You can choose to have all or part of the dividends paid on your ExxonMobil
shares automatically reinvested in additional shares.
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 ExxonMobil 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
EquiServe Trust Company, N.A. offers an Individual Retirement Account
(traditional or Roth) that invests in ExxonMobil 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. Additional fees are
charged for IRAs.
MAKE GIFTS OF EXXONMOBIL STOCK
You can make gifts or transfers of ExxonMobil 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 EXXONMOBIL SHAREHOLDER SERVICES TOLL-FREE AT:
1-800-252-1800
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ExxonMobil Shareholder Investment Program Prospectus
IMPORTANT CONSIDERATIONS
The purpose of the Program is to provide useful services for ExxonMobil
shareholders. We are not recommending that you should buy or sell ExxonMobil
shares. You should only use the Program after you have independently researched
and made your investment decision.
The value of ExxonMobil shares may go up or down from time to time. We give no
assurance as to whether or at what rate ExxonMobil 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
EquiServe Trust Company, N.A. (the "Administrator") administers the Program. To
contact the Administrator, write to:
ExxonMobil Shareholder Investment Program
P.O. Box 8033
Boston, MA 02266-8033
or call 1-800-252-1800 toll free. From outside the U.S., call 781-575-2058
collect. You can also contact the Administrator by e-mail and facsimile.
The e-mail address is 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 ExxonMobil.
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ENROLLMENT PROCEDURES
First, read this prospectus 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:
o Deposit one or more share certificates with the Administrator for safekeeping
(including by transfer from a broker)
o Elect to reinvest cash dividends paid on at least one whole share
o 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 ExxonMobil
employees and retirees investing through payroll or annuity deduction.
Thereafter, 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. Make the check or money order payable to
"ExxonMobil" and return it 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. All investments must be made in U.S. dollars
and drawn on a U.S. bank.
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
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ExxonMobil Shareholder Investment Program Prospectus
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 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 ExxonMobil 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 ExxonMobil employee must be paid through a U.S. payroll and an
ExxonMobil retiree must receive annuity payments from a U.S. benefits office.
ExxonMobil 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 ExxonMobil 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.
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THERE IS A $20 CHARGE FOR EACH DEPOSIT THAT IS RETURNED UNPAID BY YOUR BANK. BY
ENROLLING IN THE PROGRAM, YOU AUTHORIZE THE ADMINISTRATOR TO DEDUCT THIS CHARGE
BY SELLING SHARES FROM YOUR PROGRAM ACCOUNT.
REINVESTING CASH DIVIDENDS
You can reinvest cash dividends paid on all or some of your ExxonMobil 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/or
book-entry ExxonMobil shares will be used to purchase additional ExxonMobil
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 ExxonMobil 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. Do not endorse the share certificates.
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ExxonMobil Shareholder Investment Program Prospectus
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.
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.
TRANSFERRING 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 a Broker Transfer Form to
the Administrator. 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 ExxonMobil 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 instruc-
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tions 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 $.05 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.
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 composite sale prices on
the New York Stock Exchange (regular session) for the day of the transaction.
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ExxonMobil Shareholder Investment Program Prospectus
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.
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 upon request from the
Administrator or you may order directly by calling ExxonMobil Shareholder
Services using the interactive voice response system.
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.
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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 ExxonMobil 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.
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 ExxonMobil's website (www.exxon.mobil.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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ExxonMobil Shareholder Investment Program Prospectus
THE CORPORATION
ExxonMobil was incorporated in the State of New Jersey in 1882. In 1999 a
subsidiary of Exxon Corporation merged with Mobil Corporation and Exxon
Corporation's name was changed to Exxon Mobil Corporation. 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 ExxonMobil operate or market products in
the United States and about 200 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. ExxonMobil is a major manufacturer and
marketer of basic petrochemicals, including olefins, aromatics, polyethylene and
polypropylene plastics, and a wide variety of specialty products. ExxonMobil is
engaged in exploration for, and mining and sale of coal, copper and other
minerals. ExxonMobil also has interests in electric power generation facilities.
Affiliates of ExxonMobil 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; thus, 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, the Corporation expects the Administrator to continue to purchase
ExxonMobil 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. Mr.
Parsons is regularly employed as Counsel for the Corporation and has various
interests in the Corporation's Common Stock.
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ExxonMobil Shareholder Investment Program Prospectus
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998
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 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 PricewaterhouseCoopers
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 website at 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 the Corporation
discloses 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, 1998.
2. Quarterly Reports on Form 10-Q for the quarters ending March 31, 1999, June
30, 1999, and September 30, 1999.
3. Current Reports on Form 8-K filed May 6, 1999 and December 1, 1999.
4. The description of the Common Stock contained in the Corporation's
Registration Statement on Form S-4 (file No. 333-75659), and any document
filed that updates that description.
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
ExxonMobil Shareholder Services, P.O. Box 8033, Boston, MA 02266-8033, telephone
1-800-252-1800.
[ExxonMobil LOGO]
Toll-Free Information
IF YOU HAVE QUESTIONS ABOUT THE PROGRAM OR NEED ASSISTANCE OR INFORMATION ABOUT
OTHER SHAREHOLDER MATTERS, CALL EXXONMOBIL SHAREHOLDER SERVICES TOLL-FREE AT:
1-800-252-1800
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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 December 1, 1999.
You should not assume that the information in this prospectus is still accurate
as of any later date.
CONTENTS
ExxonMobil 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
3300-SIP-1299
[ExxonMobil LOGO]
P.O. Box 8033
Boston, MA 02266-8033
