As filed with the Securities and Exchange Commission on November___, 1996
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2850309
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3225 Gallows Road
Fairfax, Virginia 22037-0001
EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION
Agent for Service
CHARLES H. DUBOIS,
Mobil Corporation
3225 Gallows Road, Fairfax, Virginia 22037-0001
Telephone Number (703) 846-3000
CALCULATION OF REGISTRATION FEE
Proposed Proposed max- Amount of
Title of Securities Amount to be maximum offering imum aggregate registration
to be registered registered price per share offering price fee
Common stock, par 14,000,000 $119.6875* $1,675,625,000 $507,714.00
value $2.00 per share shares
of Mobil Corporation
and related Preferred
Share Purchase Rights
(the "Rights")
*Note: The estimated aggregate offering price of $119.6875 per
share is the average of the high and low selling prices on the New
York Stock Exchange Composite Tape on November 21, 1996. The
Rights are attached to and trade with the Common Stock. Value
attributable to the Rights, if any, is reflected in the market
price of the Common Stock. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus to which this Registration Statement relates includes
all of the information which would currently be required in a
prospectus relating to the securities covered by Registration
Statement No. 33-18130 pertaining to the Employees Savings Plan of
Mobil Oil Corporation.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Mobil Corporation
("Mobil") with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934 (the
"Exchange Act") (File No. 1-7555) and are incorporated herein by
reference:
Mobil's Annual Report on Form 10-K for the year ended
December 31, 1995 filed pursuant to Section 13 or 15(d) of the
Exchange Act on March 11, 1995.
Mobil's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996
filed pursuant to Section 13 or 15(d) of the Exchange Act on
May 10, 1996, on August 13, 1996 and on November 12, 1996.
Mobil's Current Reports on Form 8-K filed pursuant to
Section 13 or 15(d) of the Exchange Act on January 22, 1996,
February 14, 1996, February 29, 1996, April 23, 1996, May 13,
1996, May 17, 1996, July 22, 1996, August 7, 1996, September
3, 1996 and October 21, 1996.
The following document has been filed by the Employees Savings
Plan of Mobil Oil Corporation (the "Plan") with the Commission
under the Exchange Act (File No. 33-18130) and is incorporated
herein by reference:
The Plan's Annual Report on Form 11-K for the fiscal year
ended January 31, 1996 filed on May 10, 1996.
The securities covered by this Registration Statement have
been registered under the Exchange Act. The description of such
securities is contained in the following Registration Statements
filed under the Exchange Act which are incorporated herein by
reference:
Mobil's Registration Statement on Form 8-A filed on May
19, 1976 as amended by Amendment No. 1 thereto on Form 8 filed
on June 10, 1976.
Mobil's Registration Statement on Form 8-A filed on April
29, 1996.
All documents subsequently filed by Mobil or the Plan with the
Commission pursuant to Section 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 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil, has given an opinion as to the legality of
the securities being registered. Mr. Johanson has an interest in
certain securities of Mobil.
Item 6. Indemnification of Directors and Officers
Reference is made to the provisions of Article VI of Mobil's
By-Laws as amended to June 14, 1995, incorporated by reference to
Exhibit 3.4 to Mobil s Form 8-K dated as of July 6, 1995.
Section 145 of the General Corporation Law of Delaware, to
which reference is hereby made, contains provisions for the
indemnification of directors and officers on terms substantially
identical to those contained in Mobil's By-Laws.
Mobil has obtained a Directors and Officers Liability
Insurance Policy, effective November 1, 1995, issued by National
Union Fire Insurance Company, and excess insurance policies issued
by various commercial underwriters and mutual insurers effective
the same date, pursuant to which the directors and certain officers
and employees of Mobil are insured against certain liabilities they
may incur in their respective capacities.
Item 8. Exhibits
4-a - Certificate of Incorporation of Mobil Corporation, as
amended, in effect October 27, 1989. Incorporated by
reference to Exhibit 3-a(i) to Registration Statement on
Form S-3 (S.E.C. File No. 33-32651), filed under Form SE
dated December 14, 1989.
4-b - Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock of Mobil
Corporation dated April 25, 1986. Incorporated by
reference to Exhibit 3-a(ii) to Registration Statement on
Form S-3 (S.E.C. File No. 33-32651), filed under Form SE
dated December 14, 1989.
4-c - Certificate of Designation, Preferences and Rights of
Series B ESOP Convertible Preferred Stock of Mobil
Corporation dated November 22, 1989. Incorporated by
reference to Exhibit 3-a(iii) to Registration Statement
on Form S-3 (S.E.C. File No. 33-32651), filed under Form
SE dated December 14, 1989.
4-d - By-laws of Mobil Corporation, as amended to June 14,
1995. Incorporated by reference to Exhibit 3.4 to the
Current Report on Form 8-K filed July 6, 1995.
5 - Opinion of Ralph N. Johanson, Jr., Esq., Managing
Counsel, Corporate, Finance and Securities of Mobil, as
to the legality of the securities being registered.
<PAGE>
23-a - Consent of Ralph N. Johanson, Jr., Esq., included as part
of Exhibit 5.
23-b - Consent of Ernst & Young LLP, Independent Auditors,
appears on page II - 7 of the Registration Statement.
24-a - Power of Attorney.
24-b - Certified copy of Board of Directors resolution
authorizing signature for officers pursuant to power of
attorney.
The undersigned registrant hereby undertakes that it will
submit or has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("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
The undersigned registrant hereby undertakes:
(a)(l) To file, during any period in which offers or
sales are being made, a posteffective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933.
(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 end 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% 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)(l)(i) and (a)(l)(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;
<PAGE>
(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.
(b) 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.
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>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant named below 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 Fairfax, and the Commonwealth of
Virginia, on this 22nd day of November, 1996.
Mobil Corporation
By:/s/ Gordon G. Garney
-----------------------
Gordon G. Garney, as
Attorney-in-Fact
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 date indicated:
PRINCIPAL EXECUTIVE OFFICER: Director and Chairman of the Board,
Lucio A. Noto* President and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER: Senior Vice President
Thomas C. DeLoach, Jr.* and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER: Controller
Martha F. Keeth*
DIRECTORS:
Lewis M. Branscomb* By:/s/ Gordon G. Garney
---------------------
Donald V. Fites* Gordon G. Garney, as
Charles A. Heimbold, Jr.* Attorney-in-Fact
Paul J. Hoenmans*
Allen F. Jacobson*
Samuel C. Johnson*
Helene L. Kaplan*
J. Richard Munro*
Lucio A. Noto*
Aulana L. Peters*
Eugene A. Renna*
Charles S. Sanford, Jr.*
Robert G. Schwartz*
Robert O. Swanson*
___________________
* by power of attorney authorizing Gordon G. Garney to execute
the Registration Statement and amendments and/or post-
effective amendments and supplements thereto on behalf of
Mobil and its Directors and Officers
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of
1933, Mobil Oil Corporation, the person who administers the
Employees Savings Plan of Mobil Oil Corporation, has duly caused
this Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, "hereunto duly authorized, in the City of
Fairfax and Commonwealth of Virginia, on this 22nd of November,
1996.
Employees Savings Plan of Mobil Oil Corporation
By: Mobil Oil Corporation, Administrator
By:/s/ R.F. Amrhein
Title:Vice President
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Employees
Savings Plan of Mobil Oil Corporation for the registration of
14,000,000 shares of Common Stock of Mobil Corporation of our
reports (a) dated February 23, 1996, with respect to the
consolidated financial statements of Mobil Corporation incorporated
by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, (b) dated March 6, 1996, with respect to the
financial statement schedule of Mobil Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, and
(c) dated April 5, 1996, 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, 1996, all filed with the
Securities and Exchange Commission.
Fairfax, Virginia /s/ Ernst & Young LLP
November 21, 1996
<PAGE>
Exhibit Index
Exhibit Submission Media
4-a Certificate of Incorporated by reference to Exhibit 3-a(i)
Incorporation of Mobil to the Registration Statement on Form S-3
Corporation, as amended, (SEC File No. 33-32651), filed under
in effect October 27, 1989 Form SE dated December 14, 1989
4-b Certificate of Incorporated by reference to Exhibit
Designation, Preferences 3-a(ii) to the Registration Statement
and Rights of Series A on Form S-3 (SEC File No. 33-32651),
Junior Participating filed under SE dated December 14, 1989
Preferred Stock of Mobil
Corporation dated April
25. 1986
4-c Certificate of Incorporated by reference to Exhibit
Designation, Preferences 3-a(iii) to the Registration Statement
and Rights of Series B on Form S-3 (SEC File No. 33-32651),
ESOP Convertible filed under SE dated December 14, 1989
Preferred Stock of Mobil
Corporation dated
November 22, 1989
4-d By-laws of Mobil Incorporated by reference to Exhibit 3.4 to
Corporation, as amended the Current report on Form 8-K filed
to June 14, 1995 July 6, 1995
5 Opinion of Counsel as to Electronic
legality of the
securities being
registered
23 Consent of Ernst & Young Appears on page II - 7 of the
LLP, Independent Auditors Registration Statement
23-a Consent of Counsel Included as part of Exhibit 5
24-a Power of Attorney Electronic
24-b Certified copy of Board Electronic
of Directors resolution
authorizing signature for
officers pursuant to
power of attorney
<PAGE>
EXHIBIT 5
Mobil Corporation
3225 Gallows Road
Fairfax, Virginia 22037
November 22, 1996
Mobil Corporation
3225 Gallows Road
Fairfax, Virginia 22037
Dear Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 which Mobil
Corporation ("Mobil") proposes to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
relating to 14,000,000 shares of Mobil Corporation common stock,
par value $2.00 per share (the "Securities"), to be issued under
the Employees Savings Plan of Mobil Oil Corporation.
I (or lawyers under my supervision) have examined originals,
or copies of originals certified to my satisfaction, of such
agreements, documents, certificates and other statements of
government officials and corporate officers and representatives and
have reviewed and discussed other papers and matters of fact and
law as I have deemed relevant and necessary as a basis for the
following opinion. I have assumed the authenticity of all documents
submitted as originals and the conformity with the original
documents of any copies of such documents submitted for
examination.
In this regard, I am of the opinion that the Securities, when
sold, will be legally issued, fully paid and non-assessable common
shares of Mobil Corporation.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the filing of
the Registration Statement referred to above. I also consent to the
making of the statement with respect to me in Part II of the
Registration Statement under Item 5.
Very truly yours,
/s/ Ralph N. Johanson, Jr.
------------------------
Ralph N. Johanson, Jr.
Managing Counsel,
Corporate, Finance
and Securities
<PAGE>
EXHIBIT 23-a
CONSENT OF COUNSEL
The consent of counsel for Mobil is included as part of
counsel's opinion filed as Exhibit 5 to this Registration
Statement.
<PAGE>
EXHIBIT 24-a
MOBIL CORPORATION
POWER OF ATTORNEY
* * *
KNOW ALL PERSONS BY THESE PRESENTS, that each of the
undersigned directors and/or officers of Mobil Corporation, a
Delaware corporation, hereby constitutes and appoints CHARLES H.
DUBOIS, WALTER R. ARNHEIM, GORDON G. GARNEY, and MARTHA F. KEETH
his or her true and lawful attorneys-in-fact and agents, each of
such persons having full power to act without the others, in any
and all capacities, (i) to execute and file in his name and
capacity on behalf of this Corporation, and (ii) to sign in his
name and capacity on behalf of the individual, a Registration
Statement on Form S-8 or any other appropriate form, including
amendments and for post-effective amendments to such Registration
Statement, together with all exhibits thereto and any and all other
documents to be executed in connection therewith, for registration
with the Securities and Exchange Commission, in Washington, D.C.,
under the Securities Act of 1933, as amended, of (a) 14,000,000
shares of Common Stock, par value $2.00 per share, of Mobil
Corporation to be offered and sold pursuant to the Employees
Savings Plan of Mobil Oil Corporation and (b) an indeterminate
amount of interests in such Plan.
AND FURTHER, that each of the undersigned directors and/or
officers of Mobil Corporation hereby grants to said attorneys-in-
fact and agents and each of them, full power and authority to do
and perform any and all acts and things essential and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person in connection
with the proper exercise of the powers granted hereunder.
IN WITNESS WHEREOF, the undersigned, as directors and/or
officers of said Mobil Corporation or as individuals, have hereunto
set their hands and seals as of the 25th day of October, 1996.
NAME AND TITLE /s/ Lucio A. Noto
Lucio A. Noto, Director, Chairman of the
Board and Principal Executive Officer
NAME AND TITLE /s/ Thomas C. DeLoach, Jr.
Thomas C. DeLoach, Jr., Senior Vice
President and Principal Financial Officer
NAME AND TITLE /s/ Martha F. Keeth
Martha F. Keeth, Controller,
Principal Accounting Officer
<PAGE>
NAME AND TITLE /s/ Lewis M. Branscomb
Lewis M. Branscomb, Director
NAME AND TITLE /s/ D.V. Fites
Donald V. Fites, Director
NAME AND TITLE /s/ Charles A. Heimbold, Jr.
Charles A. Heimbold, Jr., Director
NAME AND TITLE /s/ P.J. Hoenmans
Paul J. Hoenmans, Director
NAME AND TITLE /s/ Allen F. Jacobson
Allen F. Jacobson, Director
NAME AND TITLE /s/ Samuel C. Johnson
Samuel C. Johnson, Director
NAME AND TITLE /s/ Helene L. Kaplan
Helene L. Kaplan, Director
NAME AND TITLE /s/ J.R. Munro
J. Richard Munro, Director
NAME AND TITLE /s/ Lucio A. Noto
Lucio A. Noto, Director
NAME AND TITLE /s/ Aulana L. Peters
Aulana L. Peters, Director
NAME AND TITLE /s/ Eugene A. Renna
Eugene A. Renna, Director
<PAGE>
NAME AND TITLE /s/ Charles S. Sanford, Jr.
Charles S. Sanford, Jr., Director
NAME AND TITLE /s/ Robert G. Schwartz
Robert G. Schwartz, Director
NAME AND TITLE /s/ Robert O. Swanson
Robert 0. Swanson, Director
<PAGE>
EXHIBIT 24-b
MOBIL CORPORATION
BOARD RESOLUTIONS
* * * * *
Approval of the
Corporation's
Registration Statement
on Form S-8 relating to
Employees Savings Plan
RESOLVED, that the Corporation's Registration Statement on
Form S-8 with respect to the Employees Savings Plan of Mobil Oil
Corporation, in substantially the form presented to this meeting,
be and the same hereby is approved, and that the officers of the
Corporation be and they hereby are authorized to sign said
Registration Statement on behalf of the Corporation, with such
changes, if any, therein as may be approved by the officer or
officers signing the same, to file the same with the Securities and
Exchange Commission, and to take such other action in connection
therewith as may be necessary and appropriate; and further
RESOLVED, that the officers of this Corporation be, and they
hereby are, authorized from time to time to execute in the name and
on behalf of this Corporation, to procure all other necessary
signatures to, and to file with the Securities and Exchange
Commission, such Registration Statement and any Amendments and/or
Post-Effective Amendments to such Registration Statement as shall
be deemed necessary or proper; and further
RESOLVED, that the name of any officer signing such
Registration Statement and any Amendments and/or Post-Effective
Amendments to such Registration Statement on behalf of the
Corporation may be signed pursuant to a power of attorney; and
further
RESOLVED, that the officers of this Corporation be, and they
hereby are, authorized to take all such further action and to
execute and deliver all such further instruments and documents, in
the name and on behalf of this Corporation and under its Corporate
Seal or otherwise, as in their judgment shall be necessary, proper
or advisable in order to fully carry out the intent and to
accomplish the purposes of the foregoing resolutions and each of
them.
