MOBIL CORP
8-K, 1995-12-15
PETROLEUM REFINING
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                 SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549-1004


                            FORM 8-K


                          CURRENT REPORT



                   Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 15, 1995



                          MOBIL CORPORATION
        (Exact name of registrant as specified in its charter)


       DELAWARE                  1-7555         13-2850309 
(State or other jurisdiction of (Commission  (I.R.S. Employer
incorporation or organization)  File Number)  Identification No.)  
                                             



                          3225 Gallows Road
                    Fairfax, Virginia 22037-0001
                      Telephone: (703) 846-3000
              (Address of principal executive offices)





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Item 5. Other Events 
   
        The Registrant hereby incorporates by reference herein the
information set forth in its two News Releases dated December 15,
1995, copies of which are annexed hereto as exhibits 99-1 and 99-2.

                                   
Item 7. Financial Statements, Pro Forma Financial Information and  
        Exhibits.

      (c) Exhibits. 
          99-1.  Mobil Corporation News Release dated December 15, 
     1995 announcing that it will adopt the Statement of Financial
     Accounting Standard (FAS) 121 in the fourth quarter of 1995.

          99-2.  Mobil Corporation News Release dated December 15,
     1995 announcing that its board of directors has approved an
     updated Preferred Share Purchase Rights Plan to replace the
     current plan when it expires April 30, 1996.

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                            SIGNATURE                              
 
 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized. 



REGISTRANT         MOBIL CORPORATION 


By              /S/GORDON G. GARNEY      
NAME AND TITLE  Gordon G. Garney, Senior Assistant Secretary
 
DATE            December 15, 1995






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                                PAGE 4
                             EXHIBIT INDEX


  EXHIBITS                                 SUBMISSION MEDIA
  --------                                 ----------------


 99-1.  Mobil Corporation,                   Electronic 
        News Release dated
        December 15, 1995

 99-2.  Mobil Corporation,                   Electronic 
        News Release dated
        December 15, 1995

 



                           PAGE 5                   EXHIBIT 99-1.


                 MOBIL ADOPTS NEW ACCOUNTING STANDARD

FAIRFAX, VA, Dec. 15, 1995 -- Mobil Corporation announced today
that it will adopt the Statement of Financial Accounting Standard
(FAS) 121 in the fourth quarter of 1995. The effect of this new
standard will be to reduce fourth-quarter 1995 net income by a
non-cash, after-tax charge of 487 million.
This change, which must be adopted by the first quarter of 1996,
will have no impact on the Corporation's financial strength.
     The new accounting standard, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed
of," requires that long-lived assets with book values that cannot
be recovered by estimated future undiscounted cash flows be
written down to fair value.
     The non-cash charge relates to the writedown of Mobil's
Exploration and Producing unit's producing properties primarily
in the United States and Canada. Most of the properties were
acquired by Mobil as part of the acquisition of The Superior Oil
Company in 1984 when crude oil and natural gas prices were
expected to be much higher than current-day prices.

                                   # # # 12/15/95


                            PAGE 6                 EXHIBIT 99-2.


                      MOBIL CORPORATION RENEWS
                PREFERRED SHARE PURCHASE RIGHTS PLAN

FAIRFAX, VA, Dec. 15, 1995 -- Mobil Corporation announced today
that its board of directors has approved an updated Preferred
Share Purchase Rights Plan to replace the current plan when it
expires April 30, 1996. The plan is designed to ensure that Mobil
shareholders receive fair and equal treatment in the event of a
proposed takeover.
     In announcing the board decision, Lucio A. Noto, chairman
and chief executive officer of Mobil, said, "The Board of
Directors of Mobil considers the Preferred Share Purchase Rights
Plan to be the best available means of protecting the rights of
the stockholders to retain their equity investment in the
company, or to realize the full value of that investment in the
event of a fair acquisition bid for the company." Mr. Noto added
that the adoption of the new rights plan is not in response to
any specific effort to acquire control of the company and that
the board of directors is not aware of and does not anticipate
any such action.
     To implement the plan, the Mobil board today authorized the
issuance of one new Preferred Share Purchase Right on each
outstanding share of common stock. The rights will be issued on
April 29, 1996, to stockholders of record at close of business on
that date. The rights distribution will not be taxable to
stockholders.
     The new rights will be exercisable only if a person or group
acquires 15% or more of Mobil's common stock or announces or
commences a tender offer that would result in ownership of 15% or
more of Mobil's outstanding common stock.  Mobil's board is
authorized to reduce the threshold to not less than 10%.
     A summary of the updated rights plan will be sent to
stockholders in May. The rights will expire April 30, 2006.

                                   # # # 12/15/95



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