PRICING SUPPLEMENT NO. 5 Filed under
Rule 424(b)(3)
To Prospectus Dated April 20, 1990 and File Number 33-34133-01
Prospectus Supplement Dated February 17, 1994
MOBIL OIL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
MEDIUM-TERM NOTES
GUARANTEED BY MOBIL CORPORATION
Due More Than Nine Months From the Date of Issue
FACE AMOUNT: $25,000,000 CUSIP: 60708 Q AE1
FORM: Book Entry
ORIGINAL ISSUE INITIAL REDEMPTION INTEREST RATE:
DATE: 09/03/96 DATE: N/A 6.7%
INTEREST ACCRUAL INITIAL REDEMPTION ORIGINAL MATURITY
DATE: 09/03/96 PERCENTAGE: N/A DATE: 08/31/2000
APPLICABILITY OF OPTIONAL REPAYMENT TOTAL AMOUNT
MODIFIED PAYMENT DATES: N/A OF OID: N/A
UPON ACCELERATION: N/A
APPLICABILITY ANNUAL REDEMPTION ORIGINAL
OF ANNUAL INTEREST PERCENTAGE: N/A YIELD TO
PAYMENTS: N/A MATURITY: N/A
INTEREST SPECIFIED INITIAL
PAYMENT CURRENCY: ACCRUAL
DATES: U.S. dollars PERIOD OID: N/A
The last day of
February and August
each year beginning
with 02/28/97
AGENT: GOLDMAN, SACHS & CO.
AGENT'S DISCOUNT OR
COMMISSIONS: 0.202%
NET PROCEEDS TO ISSUER: 99.798%
The Date of this Pricing Supplement is August
26, 1996
DESCRIPTION OF THE OFFERED NOTES
General
The following description of the terms of the Notes offered by
this Pricing Supplement (the "Offered Notes") supplements, and to
the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Medium-Term Notes set forth in
the accompanying Prospectus Supplement and of the Debt Securities
set forth in the accompanying Prospectus, to which descriptions
reference is hereby made. Capitalized terms not otherwise defined
herein which are defined in the Prospectus Supplement have the
meanings set forth therein.
Interest
The Offered Notes are Fixed Rate Notes. Interest at 6.7% per
annum is payable semiannually on the last day of each February and
August beginning with February 28, 1997.
Payment of Principal and Interest
If any Interest Payment Date, the Original Maturity Date or any
date fixed for redemption at the option of the Issuer falls on a
day that is not a Business Day, any principal or interest that
would otherwise be payable on such date shall be paid on the next
succeeding Business Day, and no interest shall accrue for the
intervening period. For these purposes, "Business Day" shall mean
any day, other than a Saturday or a Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in the City of New York or
Chicago.
Redemption at the Option of the Issuer
The Offered Notes are redeemable in whole or in part, at
the option of the Issuer at any time, at a redemption price equal
to the greater of (i) 100% of the principal amount being redeemed
or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date
of redemption (the Optional Redemption Date ) on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 10 basis points, plus in each case
accrued interest to the Optional Redemption Date.
Treasury Yield means, with respect to any Optional
Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
Comparable Treasury Issue means the United States
Treasury security selected and designated to the Issuer in writing
by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of this Note.
Independent Investment Banker means one of the Reference Treasury
Dealers (or, if no such firm is willing and able to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing) appointed by the Indenture
Trustee after consultation with the Issuer.
Comparable Treasury Price means, with respect to any
Optional Redemption Date: (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third business day
preceding such Optional Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated Composite 3:30
p.m. Quotations for U.S. Government Securities or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such Optional Redemption
Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Indenture Trustee obtains
fewer than four Reference Treasury Dealer Quotations, the average
of all such Quotations. Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any
Optional Redemption Date, the average, as determined by the
Indenture Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Indenture Trustee by
such Reference Treasury Dealer at 5:00 p.m. on the third business
day preceding such Optional Redemption Date.
Reference Treasury Dealer means each of Morgan Stanley &
Co. Incorporated, Goldman, Sachs & Company, J.P. Morgan Securities,
Incorporated and another Primary Treasury Dealer (as defined
herein) at the option of the Issuer, provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a Primary Treasury Dealer ),
the Issuer shall substitute therefor another Primary Treasury
Dealer.
Holders of Notes to be redeemed will receive notice thereof
by first-class mail at least 30 and not more than 60 days prior to
the date fixed for redemption.
If less than all the Notes are to be redeemed, the Trustee
will select Notes for redemption pro rata or by lot or by such
other method as the Indenture Trustee shall deem fair and
appropriate. If any Note is to be redeemed in part only, a new
Note or Notes in principal amount equal to the unredeemed principal
portion thereof will be issued.
Cost of Commissions
Pursuant to agreements between the Issuer, Mobil Oil
Corporation and Mobil Corporation, the cost of commissions
ultimately is to be borne by Mobil Corporation, and the Issuer
effectively will receive net proceeds of 100%.
