As filed with the Securities and Exchange Commission on November 17, 2000
Registration Statement No. 333-75659
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Post-Effective Amendment No. 2
on
Form S-8
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 13-5409005
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5959 Las Colinas Boulevard
Irving, Texas
(Address of principal executive offices)
75039-2298
(Zip Code)
__________
1993 Incentive Program of Exxon Mobil Corporation
(Full title of the Plan)
_________
Charles W. Matthews
Vice President and General Counsel
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(972) 444-1000
(Name, address and telephone number, including area code,
of agent for service)
_________
<PAGE>
Purpose of Amendment
This Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement
on Form S-4 (Registration No. 333-75659) of Exxon Mobil Corporation (formerly
named Exxon Corporation) (the "Registrant") relates to 28,000,000 previously
registered shares of common stock of the Registrant available for issuance
under the Registrant's 1993 Incentive Program (the "Program"). 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
Program.
Pursuant to Rule 429, the prospectus relating to this registration statement
also relates to earlier registration statements filed for offerings under the
Program and the Registrant's 1988 Long Term Incentive Plan (Registration Nos.
333-38917, 33-51107, and 33-25281). As of September 30, 2000, approximately
64,749,121 shares remain available on a split adjusted basis under such prior
registration statements, for which shares an aggregate registration fee of
approximately $967,564 was paid.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
_______________________________________
The following documents that have been filed by Exxon Mobil Corporation (the
"Registrant" or "ExxonMobil") with the Securities and Exchange Commission are
incorporated by reference herein:
(1) Annual Report on Form 10-K for the year ended December 31, 1999;
(2) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000;
(3) The description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form S-4 (File No. 333-
75659), and any document filed which updates that description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
_________________________________________
ExxonMobil has no provisions for indemnification of directors or officers in
its certificate of incorporation. Article X of the By-Laws of the Registrant
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 corporation agent of ExxonMobil or any subsidiary or served any other
enterprise at the request of ExxonMobil 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.
ExxonMobil has purchased directors and officers liability insurance coverage
from Ancon Insurance Company, Inc., a wholly-owned subsidiary of ExxonMobil.
Under the terms of the Agreement and Plan of Merger dated as of
December 1, 1998, among ExxonMobil (formerly named Exxon Corporation), Mobil
Corporation ("Mobil") and Lion Acquisition Subsidiary Corporation, ExxonMobil
has agreed that for seven years after November 30, 1999, the closing date of
the merger, ExxonMobil 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.
<PAGE> II-1
Item 8. Exhibits.
________
See Index to Exhibits, which is incorporated herein by reference.
Item 9. Undertakings.
____________
(a) The 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 to
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information 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 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 (and each filing of the plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
(h) 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.
<PAGE> II-2
SIGNATURES
The Registrant.
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 the
17th day of November, 2000.
EXXON MOBIL CORPORATION
By: /s/ Lee R. Raymond
____________________________________
Lee R. Raymond
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.
/s/ Lee R. Raymond
_________________________________ Chairman of the Board November 17, 2000
(Lee R. Raymond) and Chief Executive
Officer (Principal
Executive Officer)
________________________________ Vice Chairman of the
(Lucio A. Noto) Board
*
________________________________ Director November 17, 2000
(Michael J. Boskin)
*
________________________________ Director November 17, 2000
(Rene Dahan)
*
________________________________ Director November 17, 2000
(William T. Esrey)
<PAGE> II-3
_________________________________ Director
(Donald V. Fites)
*
_________________________________ Director November 17, 2000
(Jess Hay)
_________________________________ Director
(Charles A. Heimbold, Jr.)
*
_________________________________ Director November 17, 2000
(James R. Houghton)
*
_________________________________ Director November 17, 2000
(William R. Howell)
_________________________________ Director
(Helene L. Kaplan)
*
_________________________________ Director November 17, 2000
(Reatha Clark King)
*
_________________________________ Director November 17, 2000
(Philip E. Lippincott)
*
_________________________________ Director November 17, 2000
(Harry J. Longwell)
<PAGE> II-4
_________________________________ Director
(J. Richard Munro)
*
_________________________________ Director November 17, 2000
(Marilyn Carlson Nelson)
_________________________________ Director
(Eugene A. Renna)
*
_________________________________ Director November 17, 2000
(Walter V. Shipley)
*
_________________________________ Controller (Principal November 17, 2000
(Donald D. Humphreys) Accounting Officer)
*
_________________________________ Treasurer (Principal November 17, 2000
(Frank A. Risch) Financial Officer)
* By: /s/ Richard E. Gutman
___________________________
(Richard E. Gutman)
Attorney-in-Fact
<PAGE> II-5
INDEX TO EXHIBITS
Exhibit Number Exhibit
______________ _______
10.1 1993 Incentive Program, as amended (incorporated by reference
to Exhibit 10(iii)(a) to the Registrant's Annual Report on
Form 10-K for 1999).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
24.1 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).
<PAGE>
Exhibit 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-
Effective Amendment No. 2 on Form S-8 to the Registration Statement on
Form S-4 (No. 333-75659) of Exxon Mobil Corporation of our report dated
February 23, 2000 relating to the consolidated financial statements, which
appears on page F13 of Exxon Mobil Corporation's 1999 Annual Report to
Shareholders, which is incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
November 17, 2000
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 on Form S-8 to the Registration Statement on Form S-4 (No. 333-75659)
pertaining to the 1993 Incentive Program of Exxon Mobil Corporation and in the
related Prospectus of our report dated February 26, 1999, with respect to the
consolidated financial statements and schedule of Mobil Corporation included
in the Annual Report on Form 10-K for the year ended December 31, 1999 of
Exxon Mobil Corporation.
/s/ ERNST & YOUNG LLP
McLean, Virginia
November 17, 2000
<PAGE>
