<PAGE> 1
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
MAPCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0705739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 S. BALTIMORE AVENUE
TULSA, OKLAHOMA 74119
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
1997 EMPLOYEE STOCK PURCHASE PLAN
1989 OUTSIDE DIRECTORS STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
-------------------------
DAVID W. BOWMAN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MAPCO INC.
1800 S. BALTIMORE AVENUE
TULSA, OKLAHOMA 74119
(918) 599-3712
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
Please address a copy of all communications to:
FRANCI BLASSBERG, ESQ.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
(212) 909-6000
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed maximum
Title of securities to be Amount to be Proposed maximum aggregate offering Amount of
registered registered offering price per share price(2) registration fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share .................. 1,612,418 (1) $52,504,361.00 $15,910.41
==========================================================================================================
</TABLE>
(1) Not applicable.
(2) In accordance with Rules 456 and 457(h), based upon an assumed price of
$32.5625 per share, the average of the high and low prices of MAPCO Inc.
on July 7, 1997 as reported on the New York Stock Exchange Consolidated
Tape.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by MAPCO Inc. (the "Company") with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
(c) The Company's Proxy Statement dated April 15, 1997;
(d) The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1996; and
(e) The description of the Company's Common Stock, par value $1.00
per share (the "Common Stock") contained in a Registration
Statement on Form 8-A/A filed with the SEC on July 2, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The registrant's General Counsel-New Ventures & Corporate Services and
Assistant Corporate Secretary, James N. Cundiff, is eligible to participate in
the 1997 Employee Stock Purchase Plan and has provided the opinion regarding
the due issuance of the Common Stock registered hereby.
<PAGE> 3
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
2
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(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or, if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
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<PAGE> 5
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the
following matters:
* * * *
(7) A provision eliminating or limiting the personal liability of
a director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct of a knowing violation of law,
(iii) under section 174 of this Title, or (iv) for any transaction
from which the director derived an improper personal benefit. No such
provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision
becomes effective. All references in this Paragraph to a director
shall also be deemed to refer (x) to a member of the governing body of
a corporation which is not authorized to issue capital stock, and (y)
to such other person or persons, if any, who, pursuant to a provision
of the certificate of incorporation in accordance with subsection (a)
of Section 141 of this title, exercise or perform any of the powers or
duties otherwise conferred or imposed upon the board of directors by
this title.
Article Seventh of the Company's Certificate of Incorporation provides
in regard to the limitation of liability of directors as follows:
4
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ARTICLE SEVENTH. A Director of this Corporation shall not be
liable to the Corporation or its Stockholders for monetary damages for
breach of fiduciary duty as a Director, except to the extent such
exemption from liability or limitation thereof is not permitted under
the Delaware General Corporation Law as the same exists or may
hereafter be amended.
The Company's directors and officers are also insured against claims
arising out of the performance of their duties in such capacities. The Company
has indemnity agreements with its directors, officers and certain key employees
that require the Company to indemnify these individuals for liabilities
incurred by them while acting in the capacity of an officer, director or
employee of the Company, to the full extent permitted by the laws of the State
of Delaware.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
ITEM
4(a) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of April
30, 1992 [a copy of this Agreement will be furnished to the
Commission on request as provided in
Section 229.601(b)(4)(iii)(A) of Regulation S-K]
4(b) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of May 20,
1992 [a copy of this Agreement will be furnished to the
Commission on request as provided in
Section 229.601(b)(4)(iii)(A) of Regulation S-K]
4(c) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of July
13, 1992 [a copy of this Agreement will be furnished to the
Commission on request as provided in
Section 229.601(b)(4)(iii)(A) of Regulation S-K]
4(d) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of July
20, 1992 [a copy of this Agreement will be furnished to the
Commission on request as provided in
Section 229.601(b)(4)(iii)(A) of Regulation S-K]
4(e) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of
November 20, 1992 [a copy of this Agreement will be
furnished to the Commission on request as provided in
Section 229.601(b)(4)(iii)(A) of Regulation S-K]
5
<PAGE> 7
4(f) Credit Agreement dated as of March 25, 1997, among MAPCO
Inc., the Lenders Party thereto and The Chase Manhattan
Bank As Administrative Agent [Exhibit 4 to Quarterly Report
on Form 10-Q for the period ended March 31, 1997*]
4(g) Rights Agreement dated as of May 29, 1996 between MAPCO
Inc. and Harris Trust Company of New York, [Exhibit 4 to
Form 8-A filed June 11, 1996*]
4(h) Note Agreement dated as of June 16, 1989 between MAPCO Inc.
and IDS Life Insurance Company of New York, American
Enterprise Life Insurance Company, et. al. [Exhibit 4.(i)
to Annual Report on Form 10-K for the fiscal year ended
December 31, 1994*]
4(i) Note Agreement dated as of December 1, 1993 between
Seminole Pipeline Company and Principal Mutual Life
Insurance Company, et. al. [a copy of this Agreement will
be furnished to the Commission on request as provided in
Section 229.601(b)(4)(iii)(A) of Regulation S-K]
4(j) Senior Indenture dated as of February 25, 1997 between
MAPCO Inc. and The First National Bank of Chicago, as
Trustee [Exhibit 4.5.1 to Registration Statement on Form
S-3, Registration No. 333-20837*]
5 Opinion of James N. Cundiff, Esq.
23(a) Independent Auditors' Consent
23(b) Legal Counsel's Consent (contained in the opinion as to the
legality of the shares offered hereby filed as Exhibit 5
hereto)
24 - Power of Attorney, included as part of the signature page
of this registration statement.
- -----------------
* incorporated by reference
Item 9. Undertakings
(a) Rule 415 Offering. 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 (the
"Securities Act"), unless the information is
contained in periodic reports filed by the
Registrant pursuant to Section
6
<PAGE> 8
13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration
Statement;
(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,
unless the information is contained in periodic
reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are
incorporated by reference 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 in such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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) Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 the time shall be deemed to be the initial bona
fide offering thereof.
(c) Indemnification. Insofar as indemnification for
liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
7
<PAGE> 9
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 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 Tulsa, Oklahoma, on the
10th day of July, 1997.
MAPCO INC.
By: /s/ James E. Barnes
----------------------------------
James E. Barnes
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities on the dates indicated.
Each of the undersigned officers and/or directors of MAPCO
Inc. hereby severally constitute and appoint James E. Barnes, Philip W. Baxter
and David W. Bowman, and each of them singly, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as an officer or director of MAPCO Inc. (the "Company") any and all
amendments (including post-effective amendments) to the Registration Statement,
pursuant to the Securities Act of 1933 (the "Act"), and any and all other
instruments which any of said attorneys-in-fact and agents deems necessary or
advisable to enable the Company to comply with the Act, the rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he might or could do if personally present at the doing
thereof, with full power of substitution and resubstitution, hereby ratifying
and confirming all that his said attorneys-in-fact and agents or substitutes
may or shall lawfully do or cause to be done by virtue hereof.
8
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ James E. Barnes Chairman of the Board, President July 10, 1997
- ------------------------------------- and Chief Executive Officer
James E. Barnes
/s/ Philip W. Baxter Executive Vice President and Chief July 10, 1997
- ------------------------------------- Financial Officer
Philip W. Baxter
/s/ Gordon E. Schaechterle, Jr. Vice President, Controller and Tax July 10, 1997
- ------------------------------------- Counsel (Principal Accounting
Gordon E. Schaechterle, Jr. Officer)
/s/ Harry A. Fischer, Jr. Director July 9, 1997
- -------------------------------------
Harry A. Fischer, Jr.
/s/ Donald Paul Hodel Director July 11, 1997
- -------------------------------------
Donald Paul Hodel
/s/ Malcolm T. Hopkins Director July 9, 1997
- -------------------------------------
Malcolm T. Hopkins
Director July __, 1997
- -------------------------------------
Frank T. MacInnis
/s/ Frank A. McPherson Director July 9, 1997
- -------------------------------------
Frank A. McPherson
/s/ Donald L. Mellish Director July 9, 1997
- -------------------------------------
Donald L. Mellish
/s/ Robert L. Parker Director July 10, 1997
- -------------------------------------
Robert L. Parker
/s/ Samuel F. Segnar Director July 9, 1997
- -------------------------------------
Samuel F. Segnar
/s/ John L. Whitmire Director July 10, 1997
- -------------------------------------
John L. Whitmire
</TABLE>
9
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INDEX TO EXHIBITS
ITEM
- ----
4(a) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of April 30, 1992
4(b) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of May 20, 1992
4(c) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of July 13, 1992
4(d) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of July 20, 1992
4(e) Note Agreement between Mid-America Pipeline Company and The
Prudential Insurance Company of America dated as of November 20, 1992
4(f) Credit Agreement dated as of March 25, 1997, among MAPCO Inc., the
Lenders Party thereto and The Chase Manhattan Bank As Administrative
Agent
4(g) Rights Agreement dated as of May 29, 1996 between MAPCO Inc. and
Harris Trust Company of New York
4(h) Note Agreement dated as of June 16, 1989 between MAPCO Inc. and IDS
Life Insurance Company of New York, American Enterprise Life
Insurance Company, et. al.
4(i) Note Agreement dated as of December 1, 1993 between Seminole Pipeline
Company and Principal Mutual Life Insurance Company, et. al.
4(j) Senior Indenture dated as of February 25, 1997 between MAPCO Inc. and
The First National Bank of Chicago, as Trustee
5 Opinion of James N. Cundiff, Esq.
23(a) Independent Auditors' Consent
23(b) Legal Counsel's Consent
24 Power of Attorney
10
<PAGE> 1
EXHIBIT 5
[MAPCO INC. LOGO] [JAMES N. CUNDIFF LETTERHEAD]
July 11, 1997
MAPCO Inc.
1800 South Baltimore Avenue
Tulsa, Oklahoma 74119
Re: MAPCO Inc.
Registration Statement on Form S-8
I am General Counsel-New Ventures & Corporate Services and Assistant Corporate
Secretary of MAPCO Inc. (the "Company") and have acted as such in connection
with the Registration Statement on Form S-8 (the "Registration Statement") to
be filed under the Securities Act of 1933 to register 1,612,418 additional
shares of the Company's Common Stock, $1.00 par value per share (the "Shares")
to be issued from time-to-time by the Company pursuant to the 1997 Employee
Stock Purchase Plan and the 1989 Outside Director Stock Option Plan (the
"Plans").
Based upon the foregoing, it is my opinion that the Shares, when issued and
delivered as contemplated by the Plans will be duly authorized, validly issued,
fully paid and non-assessable.
I am a member of the Bar of the State of Oklahoma. No opinion is expressed
herein as to any laws other than the laws of the State of Oklahoma, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States, except that no opinion is expressed as to the securities laws of any
State. I fully consent to the filing of this opinion as an exhibit to the
Registration Statement. In providing this consent, I do not thereby admit that
I am with the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.
Very truly yours,
/s/James N. Cundiff
--------------------------------------
James N. Cundiff
General Counsel-New Ventures &
Corporate Services and Assistant
Corporate Secretary
JNC/mw
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of MAPCO Inc. on Form S-8 of our report dated January 27, 1997,
appearing in the Annual Report on Form 10-K of MAPCO Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche
- --------------------------
Deloitte & Touche, LLP
Tulsa, Oklahoma
July 10, 1997
