Registration No. 333-75659
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EXXON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 13-5409005
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(Address, Including Zip Code, of Principal Executive Offices)
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1995 Mobil Incentive Compensation and Stock Ownership Plan
1991 Mobil Incentive Compensation and Stock Option Plan
1986 Mobil Incentive Compensation and Stock Option Plan
Employees Savings Plan of Mobil Oil Corporation
(Full Title of the Plans)
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Charles W. Matthews
Exxon Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(972) 444-1000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
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PURPOSE OF AMENDMENT
This Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 (Registration No. 333-75659) of Exxon Corporation (the
"Registrant") relates to:
(i) 43,000,000 previously registered shares of common stock of
the Registrant reserved for issuance with respect to outstanding
awards under the 1995 Mobil Incentive Compensation and Stock
Ownership Plan, 1991 Mobil Incentive Compensation and Stock Option
Plan, and 1986 Mobil Incentive Compensation and Stock Option Plan,
which awards have been assumed by the Registrant pursuant to the
Merger Agreement (defined below),
(ii) 2,000,000 previously registered shares of the
Registrant's common stock available for issuance under the Employees
Savings Plan of Mobil Oil Corporation (the "Savings Plan", and
together with the previously mentioned 1995 plan, 1991 plan and 1986
plan, the "Plans"), and
(iii) an indeterminate number of Employee Savings Plan
interests.
There are also registered hereunder such additional indeterminate shares
of the Registrant's common stock as may be required as a result of a stock
split, stock dividend, or similar transaction in accordance with the
anti-dilution provisions of the Plans.
This registration is being made pursuant to the Agreement and Plan of
Merger (the "Merger Agreement") dated as of December 1, 1998 among Exxon
Corporation, Mobil Corporation and Lion Acquisition Subsidiary Corporation,
which provided for the merger of Lion Acquisition Subsidiary Corporation with
and into Mobil Corporation.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
Exxon Corporation ("Exxon") hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:
(1) The Exxon Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
(2) The Exxon Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1999 and June 30, 1999;
(3) The Exxon Current Reports on Form 8-K filed on December 1, 1998 and May 6,
1999;
(4) Annual Report on Form 11-K of Employees Savings Plan of Mobil Oil
Corporation for the fiscal year ended January 31, 1999;
(5) All other reports filed by Exxon pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31, 1998;
(6) The description of Exxon's capital stock contained in Exxon's Registration
Statement on Form S-4 (File No. 333-75659), and any document filed which
updates that description; and
(7) All documents filed by Exxon pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the common stock offered
hereby has been passed upon by James E. Parsons, Esq., Counsel for Exxon. Mr.
Parsons is a full-time employee of Exxon and has various interests in common
stock of Exxon.
Item 6. Indemnification of Officers And Directors
Indemnification. Exxon Corporation does not have any provisions for
indemnification of directors or officers in its charter. Article Ten of the
By-laws of Exxon provides that Exxon 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 or any
subsidiary or served any other enterprise at the request of Exxon 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.
Insurance. The directors and officers of Exxon are insured under a policy of
directors' and officers' liability insurance issued by a wholly-owned
subsidiary of Exxon.
Mobil Directors and Officers. The Merger Agreement provides that for seven
years after the closing, Exxon will indemnify and hold harmless each person
who was a director or officer of Mobil at or prior to the date of the Merger
Agreement from their acts or omissions in those capacities occurring prior to
the closing to the extent provided under Mobil's charter and by-laws as in
effect on December 1, 1998.
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The Merger Agreement also provides that for a period of seven years after the
closing, Exxon will provide directors' and officers' liability insurance
covering acts or omissions occurring prior to closing by each person covered by
Mobil's officers' and directors' liability insurance policy. This insurance
policy must be no less favorable than the Mobil policy in effect on December 1,
1998, except that Exxon will only be obligated to pay up to 300% of the annual
premium paid by Mobil for such insurance as of December 1, 1998. Exxon will
provide this coverage through a policy underwritten by a wholly-owned subsidiary
of Exxon.
Item 8. Exhibits
Exhibit
Number Description
- ------- -----------
2 Agreement and Plan of Merger dated as of December 1, 1998 among
Mobil Corporation, Exxon Corporation and Lion Acquisition Subsidiary
Corporation (incorporated by reference to Exhibit 2 to the
Registration Statement on Form S-4 (File No. 333-75659) filed on
April 5, 1999).
5.1 Opinion of James E. Parsons, Counsel of Exxon Corporation, regarding
the validity of the securities being registered.
10.1 1995 Mobil Incentive Compensation and Stock Ownership Plan
(incorporated by reference to the Definitive Proxy Statement of
Mobil Corporation filed March 20, 1995).
10.2 1991 Mobil Incentive Compensation and Stock Option Plan
(incorporated by reference to Exhibit 15 to the Registration
Statement on Form S-8 of Mobil Corporation (File No. 33-48887) filed
August 10, 1992).
10.3 1986 Mobil Incentive Compensation and Stock Option Plan
(incorporated by reference to Exhibit 15 to the Registration
Statement on Form S-8 of Mobil Corporation (File No. 33-5797) filed
May 20, 1986).
23.1(a) Consent of PricewaterhouseCoopers LLP.
23.1(b) Consent of Ernst & Young, LLP.
23.2 Consent of James E. Parsons (included in the opinion filed as Exhibit
5.1 to this Registration Statement).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Registration Statement on Form S-4 (File No. 333-75659) filed on
April 5, 1999).
In lieu of the opinion of counsel concerning compliance with the requirements
of ERISA and an IRS determination letter regarding qualification under Section
401 of the Internal Revenue Code, the Registrant undertakes that it will
submit or has submitted the Employees Savings Plan of Mobil Oil Corporation
and any amendment thereto to the IRS in a timely manner and has made or will
make all changes required by the IRS in order to qualify the plan.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, 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;
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(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
(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.
(4) 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to 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.
(b) 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 foregoing provisions, 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on this 28th day of
September, 1999.
EXXON CORPORATION
(Registrant)
Date: September 28, 1999 By: /s/ Lee R. Raymond
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Name: Lee R. Raymond
Title: Chairman of the Board
EMPLOYEES SAVINGS PLAN OF MOBIL
OIL CORPORATION
By: MOBIL OIL CORPORATION, Administrator
Date: September 28, 1999 By: /s/ R. F. Amrhein
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Name: R. F. Amrhein
Title: Vice President
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.
Signature Title Date
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/s/ Lee R. Raymond
- ---------------------------- Chairman of the Board September 28, 1999
(Lee R. Raymond)
* Director September 28, 1999
- ----------------------------
(Michael J. Boskin)
* Director September 28, 1999
- ----------------------------
(Rene Dahan)
* Director September 28, 1999
- ----------------------------
(William T. Esrey)
* Director September 28, 1999
- ----------------------------
(Jess Hay)
* Director September 28, 1999
- ----------------------------
(James R. Houghton)
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Signature Title Date
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* Director September 28, 1999
- ----------------------------
(William R. Howell)
* Director September 28, 1999
- ----------------------------
(Reatha Clark King)
* Director September 28, 1999
- ----------------------------
(Philip E. Lippincott)
* Director September 28, 1999
- ----------------------------
(Harry J. Longwell)
* Director September 28, 1999
- ----------------------------
(Marilyn Carlson Nelson)
* Director September 28, 1999
- ----------------------------
(Walter V. Shipley)
* Director September 28, 1999
- ----------------------------
(Robert E. Wilhelm)
* Treasurer September 28, 1999
- ---------------------------- (Principal Financial
(Frank A. Risch) (Officer)
* Controller September 28, 1999
- ---------------------------- (Principal Accounting
(Donald D. Humphreys) Officer)
/s/ Richard E. Gutman September 28, 1999
- ----------------------------
(Richard E. Gutman)
Attorney-in-Fact
* An asterisk denotes execution by Richard E. Gutman as Attorney-in-Fact.
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EXHIBIT 5.1
[Exxon Letterhead]
September 28, 1999
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Ladies and Gentlemen:
As Counsel for Exxon Corporation, a New Jersey corporation ("Exxon"), 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 under the Securities Act of 1933, as amended (the
"Securities Act"), of a registration statement on Form S-8 (the "Registration
Statement"), covering shares (the "Exxon Plan Shares") of Exxon's common
stock, no par value, (i) to be issued in connection with outstanding awards
granted under the 1995 Mobil Incentive Compensation and Stock Ownership Plan,
1991 Mobil Incentive Compensation and Stock Option Plan and 1986 Mobil
Incentive Compensation and Stock Option Plan (collectively, the "Incentive
Plans"), which awards are being assumed by Exxon pursuant to Section 1.04 of
the Agreement and Plan of Merger dated as of December 1, 1998 among Exxon,
Mobil Corporation, and Lion Acquisition Subsidiary Corporation (the "Merger
Agreement"), and (ii) available for issuance under the Employees Savings Plan
of Mobil Oil Corporation (the "Savings Plan") (the Incentive Plans and the
Savings Plan being herein collectively referred to as the "Plans").
I have also examined originals or copies, certified or otherwise
authenticated to my satisfaction, of all such documents and records and
conducted such other investigations of fact and law as I have deemed necessary
as a basis for this opinion. As to certain questions of fact, I have relied
upon statements of officers of Exxon and others.
In rendering this opinion I have assumed that prior to the issuance of
any of the Exxon Plan Shares (i) the Registration Statement, as then amended,
will have become effective under the Securities Act and (ii) the transactions
contemplated by the Merger Agreement are consummated in accordance with the
terms thereof.
On the basis of the foregoing, I am of the opinion that the Exxon Plan
Shares, when issued and delivered in accordance with the terms and conditions
of the Plans, will be duly authorized, validly issued, fully paid, and
non-assessable.
This opinion relates solely to the federal laws of the United States and
the corporate law of the State of New Jersey. I hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ James E. Parsons
EXHIBIT 23.1(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (No. 333-75659) of Exxon Corporation of our report dated February 24,
1999 relating to the consolidated financial statements, which appears on page
F10 of Exxon Corporation's 1998 Annual Report to Shareholders, which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 28, 1999
EXHIBIT 23.1(b)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the use of our report dated April 16, 1999, with
respect to the financial statements and supplemental schedules of the
Employees Savings Plan of Mobil Oil Corporation included in the Plan's Annual
Report (Form 11-K), for the fiscal year ended January 31, 1999, filed with the
Securities and Exchange Commission, incorporated by reference in this
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (No. 333-75659) of Exxon Corporation for the registration of shares
of its common stock.
/s/ ERNST & YOUNG LLP
Fairfax, Virginia
September 22, 1999
