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As filed with the Securities and Exchange Commission on November 25, 1998
REGISTRATION STATEMENT NO. 333-67123
FORM T-1 NO. 22-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
----------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
MOBIL OIL CORPORATION
EMPLOYEE STOCK
OWNERSHIP PLAN TRUST MOBIL CORPORATION
A NEW YORK TRUST A DELAWARE CORPORATION
13-6044149 13-2850309
(I.R.S. EMPLOYER NO.) (I.R.S. EMPLOYER NO.)
3225 GALLOWS ROAD
FAIRFAX, VA 22037-0001
TELEPHONE NUMBER (703) 846-3000
AGENT FOR SERVICE
CAROLE J. YALEY, SECRETARY
MOBIL CORPORATION
3225 GALLOWS ROAD
FAIRFAX, VA 22037-0001
------------------------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C> <C>
RALPH N. JOHANSON, JR., ESQ. CHARLES S. WHITMAN, III, ESQ. JAMES F. HAYDEN, ESQ.
MOBIL CORPORATION DAVIS POLK & WARDWELL WHITE & CASE L.L.P.
3225 GALLOWS ROAD 450 LEXINGTON AVENUE 1155 AVENUE OF THE AMERICAS
FAIRFAX, VA 22037-0001 New York, NY 10017 NEW YORK, NY 10036
</TABLE>
_______________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY
DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $25,000,000 OF DEBT
SECURITIES AND GUARANTIES OF THE DEBT SECURITIES REGISTERED AND REMAINING
UNISSUED UNDER REGISTRATION STATEMENT NO. 33-34133-01 PREVIOUSLY FILED BY THE
REGISTRANTS, IN RESPECT OF WHICH $6,250 HAS BEEN PAID TO THE COMMISSION AS
FILING FEE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS
MOBIL OIL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
TRUST
DEBT SECURITIES
GUARANTEED BY
MOBIL CORPORATION
We may from time to time sell up to $500,000,000 aggregate initial
public offering price of our debt securities. Mobil Corporation will
unconditionally guarantee our obligations to pay principal and interest on the
debt securities. We will provide specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest.
______________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
_____________
(Once the registration statement is declared effective, the date of the
prospectus will be inserted here.)
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION ............................2
MOBIL OIL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST ......4
USE OF PROCEEDS ................................................6
MOBIL CORPORATION ..............................................6
DESCRIPTION OF SECURITIES ......................................7
PLAN OF DISTRIBUTION ..........................................14
LEGAL OPINIONS ................................................15
EXPERTS .......................................................15
<PAGE>
You should rely only on the information contained in this document or
that we have referred you to. We have not authorized anyone to provide you with
information that is different. Just because we send you this prospectus or
offer or sell any of the securities to you, you should not assume that there
hasn't been any change in the affairs of the Mobil Oil Corporation Employee
Stock Ownership Plan Trust (the "ESOP Trust") or Mobil Corporation ("Mobil")
since the date of this prospectus. This prospectus is not soliciting an offer
to buy these securities in any jurisdiction where the offer or sale is not
permitted or to any person who is not permitted to buy these securities.
WHERE YOU CAN FIND MORE INFORMATION
Mobil files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
You can inspect and copy this information at the public reference facilities of
the SEC, in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; 7 World Trade Center, Suite 1300, New York, N.Y. 10048; and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. You can
access these materials electronically by means of the SEC's home page on the
Internet (http:\\www.sec.gov). You can also inspect these materials at the New
York Stock Exchange. You can obtain copies from the SEC by mail at prescribed
rates. Requests should be directed to the SEC's Public Reference Section, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Employees Savings Plan of Mobil Oil Corporation (the "Plan") files
an annual report with the SEC which contains information with respect to the
ESOP Trust. The Plan includes both the ESOP Trust and other assets unrelated to
the ESOP Trust. Although such other assets are reflected in the annual
financial statements of the Plan, investors will not have recourse against such
other assets.
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information we incorporate by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the following documents which have been filed by Mobil with the SEC
(File No. 1-7555):
. Mobil's Annual Report on Form 10-K for the year ended December 31, 1997;
. Mobil's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
. Mobil's Current Reports on Form 8-K filed on January 28, February 4, April
9, April 22, July 22 and October 28, 1998.
We also incorporate by reference the following document which has been
filed by the Plan with the SEC (File No. 33-18130):
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. The Plan's Annual Report on Form 11-K for the fiscal year ended January 31,
1998.
We also incorporate by reference all documents filed by Mobil, the
ESOP Trust or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and before we stop offering the
debt securities from the date those documents are filed with the SEC.
You may obtain copies of these documents without charge from the
Secretary of Mobil, 3225 Gallows Road, Fairfax, VA 22037-0001 (telephone number
(703) 846-3000). Copies of the above Mobil documents may also be accessed
electronically on Mobil's home page on the Internet (http:\\www.mobil.com).
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MOBIL OIL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST
HISTORY
Mobil Oil Corporation ("Mobil Oil") is Mobil's principal operating
subsidiary in the United States. The Plan provides eligible employees of Mobil
and its participating subsidiaries with an equity interest in Mobil. The Plan
is intended to be a tax-qualified plan, as described in Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and
includes the ESOP which is intended to satisfy the requirements of an employee
stock ownership plan described in Section 4975(e)(7) of the Internal Revenue
Code. Assets of the ESOP are intended to be invested in "employer securities"
(as defined in Section 409(1) of the Internal Revenue Code), including shares of
convertible preferred stock of Mobil. The Plan (including the ESOP) and the
ESOP Trust are subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Bankers Trust Company (together
with its successors under the ESOP Trust, the "ESOP Trustee") is trustee of the
ESOP Trust. The ESOP Trustee holds the assets of the ESOP in trust for the
benefit of participants in the ESOP.
The ESOP Trust initially acquired 102,894 shares of Series B ESOP
Convertible Preferred Stock of Mobil on November 22, 1989 at a cost of $7,775
per share for a total of $800,000,850. The purchase price of the preferred
stock was paid from the proceeds of a loan by a syndicate of banks in the
principal amount of $800,000,000 and a cash contribution by Mobil Oil
Corporation to the ESOP in the amount of $850. On February 28, 1990, the ESOP
Trust refinanced the $800,000,000 bank syndicate loan with the proceeds received
from a public offering of its 9.17% Sinking Fund Debentures Due February 29,
2000, which debentures were guaranteed by Mobil.
On April 2, 1990, the ESOP Trust filed a Registration Statement on
Form S-3 pursuant to which the ESOP Trust proposed to offer up to $300,000,000
debt securities guaranteed by Mobil. The ESOP Trust has issued these debt
securities from time to time to refinance the sinking fund debentures. Between
February 1994 and the date hereof the ESOP Trust has issued $275,000,000 of
medium term notes and such principal amount remains outstanding.
In 1997 Mobil's common stock was split two-for-one. In accordance with the
terms of the preferred stock, the preferred stock was also split two-for-one.
This split doubled the number of shares of preferred stock from 86,911.681902 to
173,823.363804, and the conversion price, the liquidation price and the dividend
rate were adjusted accordingly.
The assets of the ESOP Trust as of September 30, 1998, consisted
principally of 166,791 shares of preferred stock, of which 86,583 shares have
been allocated to participants' accounts.
THE PREFERRED STOCK
The following is a brief summary of certain provisions of the preferred
stock. It is not complete. For a complete description, see the Certificate of
Designation, Preferences and Rights of Series B ESOP Convertible Preferred Stock
dated and filed in the office of the Secretary of State of the State of Delaware
on November 22, 1989; a copy of that certificate was also filed as
4
<PAGE>
an exhibit to the registration statement on Form S-3 (No. 33-32651) filed by the
ESOP Trust and Mobil.
. Only the ESOP Trustee or other similar trustee may hold the preferred
stock. Any time the preferred stock is transferred by any trustee, the
preferred stock automatically converts into Mobil common stock.
. Each share of the preferred stock is convertible into 100 shares of
Mobil common stock at a conversion price of $38.875 per share of common
stock.
. Each share of preferred stock has a liquidation price of $3,887.50,
bears regular dividends of $300 per annum, accrued daily, and is
entitled to supplemental dividends in certain circumstances.
. Each share of preferred stock is entitled to 100 votes per share. The
preferred stock votes together with Mobil common stock as a single class
on all matters, except that the preferred stock votes separately as a
class on any matter which would adversely affect the preferred stock.
. The preferred stock is redeemable in certain instances at the option of
Mobil and in others instances at the option of the holder.
. The terms of the preferred stock are subject to adjustment to avoid
dilution in certain circumstances.
. The preferred stock ranks higher than Mobil's Series A Junior
Participating Preferred Stock, the only other series of preferred stock
currently authorized.
THE DEBT SECURITIES
The agreement establishing the ESOP Trust permits the ESOP Trust to issue
debt in such amounts and upon such terms and conditions as are advisable or
proper to carry out the purposes of the ESOP Trust. The agreement is in
accordance with the provisions of Section 408(b)(3) of ERISA and
Section 4975(d)(3) of the Internal Revenue Code, and regulations thereunder.
Mobil will unconditionally guarantee the ESOP Trust's obligations to pay
principal and interest on the debt securities. Holders of the securities will
have virtually no recourse against the ESOP Trust and therefore should not rely
on the ESOP Trust in making any investment decision to purchase the securities.
The Plan and the ESOP Trust may be amended at any time by Mobil Oil,
subject to certain limitations. While Mobil Oil currently intends to continue
the ESOP, the Plan, the ESOP and the ESOP Trust may be terminated by Mobil Oil,
subject to applicable law. In the event the ESOP Trust is terminated, Mobil will
assume the obligation to pay principal and interest on the debt securities and
the other obligations of the ESOP Trust under the indenture.
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USE OF PROCEEDS
The ESOP Trust will use the proceeds of the sale of any of the debt
securities to refinance the debentures and other indebtedness incurred in
refinancing the debentures. Sale proceeds may be held in cash or invested in
cash equivalents until the proceeds are used to refinance other debt.
MOBIL CORPORATION
GENERAL
Mobil was incorporated in the State of Delaware in March 1976 and operates
primarily as a holding company. Its principal executive offices are located at
3225 Gallows Road, Fairfax, VA 22037-0001 (Telephone (703) 846-3000).
Mobil's principal business, which is conducted primarily through wholly
owned subsidiaries, is in the U.S. and international energy industries. It has
many affiliates throughout the world -- separately incorporated and
independently operated -- that are engaged in petroleum operations. Mobil is
also involved in chemicals. Mobil, through its consolidated subsidiaries, has
business interests in about 140 countries and employed approximately 42,700
people worldwide at December 31, 1997.
RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
Mobil's ratios of earnings to fixed charges (unaudited) are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Mobil Corporation...................... 5.7(a) 5.3 5.9 7.8 8.1
</TABLE>
These computations include Mobil, its consolidated subsidiaries and
companies accounted for using the equity method. "Earnings" are determined by
adding "total fixed charges" (excluding capitalized interest), to earnings from
continuing operations before income taxes, eliminating equity in undistributed
earnings and adding back losses of companies accounted for using the equity
method. "Total fixed charges" consists of (1) interest on all indebtedness, (2)
amortization of debt discount or premium, (3) interest capitalized and (4) an
interest factor attributable to rents.
For the years ended December 31, 1993, 1994, 1995, 1996 and 1997, Fixed
Charges exclude $31 million, $37 million, $28 million, $24 million and $29
million, respectively, of interest expense attributable to debt issued by the
Mobil Oil Corporation Employee Stock Ownership Plan Trust and guaranteed by
Mobil.
(a) Excludes the favorable effect of $205 million of interest benefits from the
resolution of prior-period tax issues.
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DESCRIPTION OF SECURITIES
This prospectus describes certain general terms and provisions of the debt
securities. When the ESOP Trust offers to sell a particular series of debt
securities, it will describe the specific terms for the securities in a
supplement to this prospectus. The ESOP Trust will also indicate in the
supplement whether the general terms and provisions described in this prospectus
apply to a particular series of debt securities.
The securities will be issued under an indenture, dated February 1, 1990,
among the ESOP Trust, Mobil and U.S. Bank Trust National Association, successor
to Continental Bank, National Association, as indenture trustee. We have
summarized select portions of the indenture below. The summary is not complete.
The indenture has been incorporated by reference as an exhibit to this
registration statement and you should read the indenture for provisions that are
important to you. In the summary below, we have included references to the
section numbers in the indenture so that you can easily locate those provisions.
Capitalized terms used in the summary have the meanings specified in the
indenture.
GENERAL
The ESOP Trust can issue an unlimited amount of securities under the
indenture. It will set forth in the prospectus supplement (including any pricing
supplement) the following terms of any series of any debt securities:
. the title of the debt securities;
. any limit on the aggregate principal amount of the debt securities;
. the date or dates on which the ESOP Trust will pay the principal on the
debt securities;
. the rate or rates, if any, at which the debt securities will bear
interest;
. the date or dates from which interest will accrue and on which the
interest will be payable;
. the record date for the interest payable on any interest payment date;
. the basis upon which the interest shall be calculated if other than a
360-day year of twelve 30-day months;
. the place or places where the principal of and interest on the debt
securities will be payable;
. any redemption or sinking fund provisions;
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. the portion of the principal amount of securities of the series which
will be payable upon declaration of acceleration of the maturity date,
if other than the principal amount;
. any index used to determine the amount of payments of principal of and
interest on the debt securities; and
. any other terms of the debt securities, which may modify or delete any
provision of the indenture as it applies to that series. (Sections 2.01
and 2.02.)
The securities will be issued in fully registered form and, unless
otherwise indicated in the prospectus supplement, will be issued in
denominations of $1,000 and integral multiples thereof. The securities may also
be issued pursuant to a book-entry system.
You may transfer the securities by surrendering the certificate
representing those securities to the ESOP Trust's transfer agent. The prospectus
supplement will describe how principal and interest on transferred securities
will be payable.
Any payment by the ESOP Trust to the indenture trustee that is not claimed
by a holder of the securities within two years after the date that payment is
made will be returned to the ESOP Trust. The holder of that security will look
only to the ESOP Trust or to Mobil for payment. Any payment by Mobil to the
indenture trustee under the guaranties that is not claimed by a holder of the
securities within two years after that payment is made will be returned to
Mobil. The holder of that security will look only to Mobil for payment.
(Section 8.03.)
Securities may be issued as original issue discount securities to be sold
at a substantial discount from their principal amount. In the event that the
securities are sold as original issue discount securities, special federal
income tax, accounting and other considerations applicable to original issue
discount securities will be described in the prospectus supplement. "Original
issue discount securities" means (i) any security which provides for an amount
less than the stated principal amount to be due and payable upon an acceleration
of the maturity pursuant to the indenture and (ii) any other security which for
United States federal income tax purposes would be considered an original issue
discount security. (Section 1.01.)
GUARANTY
Mobil will fully, unconditionally and irrevocably guarantee the due and
punctual payment of the principal of and interest on the securities. Mobil's
obligations under the guaranties are unconditional, irrespective of any
invalidity, illegality, irregularity or unenforceability of any security or the
indenture. The guaranties include a waiver by Mobil of diligence, presentment,
demand of payment, any right to require a proceeding first against the ESOP
Trust, protest or notice and all demands whatsoever with respect to the
securities. The guaranties will not be affected by any legal prohibition that
may prevent the ESOP Trust from making payments in respect of the securities.
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The guaranties of Mobil will be unsecured obligations of Mobil and will
rank equally with all other unsecured and unsubordinated obligations of Mobil.
Mobil will have limited rights of subrogation in the event of payment under the
guaranties. (Section 2.15.)
EXCHANGE OF SECURITIES
The securities may be exchanged for an equal aggregate principal amount of
securities of the same series and date of maturity in authorized denominations.
To exchange the securities the holder must surrender the securities to the ESOP
Trust's exchange agent and the holder must satisfy the other requirements of
that agent.
COVENANTS
The ESOP Trust has agreed to pay the principal of and interest on the
securities on the dates and in the manner provided in the indenture.
(Section 4.01.)
Mobil has agreed to file with the indenture trustee copies of the annual
reports and information, documents and other reports which Mobil or the ESOP
Trust may be required to file with the SEC or comparable information if Mobil is
not required to file such information, documents and reports. (Section 4.02.)
In addition, Mobil has agreed to make (or cause its participating
subsidiaries to make) cash contributions to the ESOP Trust on or prior to each
date on which payment of principal of or interest on the securities is due in
amounts which, together with any other assets available for payment, will be
sufficient to timely make principal or interest payments, subject to the
following exceptions:
. if Mobil Oil terminates, modifies or amends the Plan, the ESOP or the
ESOP Trust (as it is permitted to do); or
. if a contribution by Mobil is inconsistent with the requirements of
ERISA or the Internal Revenue Code.
If Mobil cannot or does not make these cash contributions to the ESOP Trust, the
obligations of Mobil pursuant to the guaranties shall continue in full force and
effect as described under "Guaranty" above. (Section 4.03.)
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SUCCESSORS
Neither the ESOP Trust nor Mobil may consolidate with, merge with or
be merged into, or transfer or lease all or substantially all of its property
and assets to another entity unless:
. the successor entity assumes all the obligations of its predecessor
under the indenture and the debt securities or the guaranties, as the
case may be; and
. after giving effect to the transaction, no Default or Event of Default
shall have occurred and be continuing; and,
. as to Mobil, its successor shall be a United States corporation.
(Section 5.01 and 5.02.)
Mobil or one of its a subsidiaries may assume the payment of the principal
of and interest on all securities issued under the indenture and the performance
of every covenant of the indenture on behalf of the ESOP Trust. Upon such
assumption, Mobil or the applicable subsidiary shall have the same rights and
obligations as the ESOP Trust under the indenture, and the ESOP Trust shall be
released from its liability under the indenture. (Section 5.03.)
DISCHARGE OF INDENTURE
The indenture provides that the ESOP Trust and Mobil reserve the right to
terminate their obligations under the indenture, the securities, the guaranties,
or the securities of any series, including the guaranties for that series. The
ESOP Trust and Mobil's obligations will be terminated upon the irrevocable
deposit with the indenture trustee of cash or U.S. Government Obligations
sufficient to pay, when due, the principal of and any interest on all the
securities or all the securities of such series, as the case may be. The
indenture trustee will apply the deposited money and the money from U.S.
Government Obligations to the payment of principal of and interest on the
securities of each series in respect of which the deposit shall have been made.
The indenture also provides that Mobil will pay and indemnify the indenture
trustee and each holder of securities of each series for which the deposit shall
have been made against any tax, fee or other charge imposed on or assessed
against deposited U.S. Government Obligations or the principal and interest
received on such obligations. (Sections 8.01, 8.02 and 8.04.)
EVENTS OF DEFAULT
The following events are "Events of Default" with respect to a series of
securities:
. default for 30 days in the payment of interest on any security of that
series or of any sinking fund obligation or of any installment of
principal and interest prior to final maturity on amortizing securities;
. default in the payment of the principal of any security of that series;
. failure by the ESOP Trust or Mobil for 90 days after notice to comply
with any of its other agreements with respect to the securities of that
series set forth in the indenture
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or in any supplemental indenture under which the securities of that
series may have been issued (other than covenants relating only to other
series) or in the guaranties of the securities of that series;
. certain events of bankruptcy or insolvency of Mobil;
. an unrescinded acceleration under the indenture dated as of July 1,
1976, between Mobil and The Chase Manhattan Bank (National Association),
trustee;
. an unrescinded acceleration under the indenture dated as of
September 15, 1982, between Mobil and The Bank of New York, trustee;
. an unrescinded acceleration under the indenture dated as of October 1,
1986, between Mobil and Manufacturers Hanover Trust Company, trustee;
and
. an unrescinded acceleration under the indenture dated as of January 1,
1988, among Mobil Oil Canada Ltd., as issuer, Mobil, as guarantor, and
Manufacturers Hanover Trust Company, as trustee.
A payment default with respect to one series is not a default with regard
to any other series of securities issued pursuant to the indenture.
(Section 6.01.)
If an Event of Default occurs with respect to debt securities of any series
and is continuing, the indenture trustee or the holders of at least 25% in
principal amount of all of the outstanding securities of that series may declare
the principal (or, if the securities of that series are original issue discount
securities, that portion of the principal amount as may be specified in the
terms of that series) of, and any accrued interest on, all the securities of
that series to be due and payable. Securities of all other series will not be
affected. An acceleration will not be enforceable against the ESOP Trust or the
assets thereof, but such limitation on enforceability will not prevent any
holder from enforcing that holder's rights against Mobil under the guaranties,
giving full effect to such acceleration. (Section 6.02.)
Holders of securities may not enforce the indenture, the securities of any
series or the guaranties except as provided in the indenture. (Section 6.06.)
The indenture trustee may require indemnity satisfactory to it before it
enforces the indenture, the securities or the guaranties. (Section 7.01(e).)
Subject to certain limitations, holders of a majority in principal amount of the
securities of each series affected may direct the indenture trustee in its
exercise of any trust power with respect to securities of that series. (Section
6.05.) The indenture trustee may withhold from holders of securities notice of
any continuing default (except a default in payment of principal or interest) if
it determines that withholding notice is in their interests.) (Section 7.05.)
AMENDMENT AND WAIVER
Subject to certain exceptions, the ESOP Trust, Mobil and the indenture
trustee may amend or supplement the indenture and the securities with the
consent of the holders of a
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majority in principal amount of the outstanding securities of each series
affected by the amendment or supplement and the guaranties may be waived with
the consent of the holders of a majority in principal amount of outstanding
securities of each series affected by such waiver. However, without the consent
of each affected holder of securities, the ESOP Trust, Mobil and the indenture
trustee may not:
. reduce the amount of securities whose holders must consent to an
amendment or waiver;
. reduce the rate of or change the time for payment of interest on any
security;
. reduce the principal of, or change the fixed maturity of, any security;
. waive a default in the payment of the principal of or interest on any
security;
. make any security payable in money other than that stated in the
security; or
. make any changes in the provisions concerning the waiver of past
defaults, the right of holders of securities to receive payment and to
institute suit to enforce that right, or limitations on amendments and
waivers. (Section 9.02.)
The ESOP Trust, Mobil and the indenture trustee may be amend or supplement
the indenture without the consent of any holder of securities:
. to cure any ambiguity, defect or inconsistency in the indenture or in
the securities of any series;
. to secure the securities;
. to provide for the assumption of all the obligations of Mobil under the
indenture and the guaranties in connection with a merger, consolidation
or transfer or lease of Mobil's property and assets substantially as an
entirety as provided for in the indenture;
. to provide for the assumption by Mobil or a subsidiary thereof of all
obligations of the ESOP Trust under the securities and the indenture;
. to provide for the issuance of, and establish the form, terms and
conditions of, a series of securities or guaranties to be endorsed
thereon or to establish the form of any certifications required to be
furnished pursuant to the indenture or any series of securities;
. to provide for uncertificated securities in addition to or in place of
certified securities;
. to add to rights of holders of securities or surrender any right or
power conferred on the ESOP Trust or Mobil; or
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. to make any change that does not adversely affect the rights of any
holder of securities. (Section 9.01.)
TAXATION
Purchasers of the securities will not be entitled to exclude from their
federal gross income any portion of the interest received for such securities
under former Section 133 of the Internal Revenue Code.
LIMITATIONS ON RECOURSE
Holders of the securities will have no recourse against the assets of the
ESOP Trust, or any other assets related to the Plan or the ESOP, except that
such holders generally will have rights to payment out of the following assets
of the ESOP Trust:
. cash contributions made by Mobil (or its participating subsidiaries) to
the ESOP Trust to enable it to meet its obligations under the securities
and earnings attributable to such contributions; and
. employer securities not allocated to the accounts of participants in the
ESOP Trust, and earnings thereon, to the extent permitted by ERISA and
the Internal Revenue Code.
Under certain circumstances, it is possible that the ESOP Trust may be
precluded by the provisions of the Internal Revenue Code and ERISA from applying
such assets to the repayment of securities. The principal limitations on the
right of recourse against assets of the ESOP Trust are:
. a prohibition against acceleration, upon an Event of Default, of the
ESOP Trust's obligations under any securities held by persons related to
the ESOP Trust (which limitation is, for ease of administration, given
effect in the indenture by means of a general prohibition against
acceleration by any holder of securities against the ESOP Trust), and
. limitations imposed by the Internal Revenue Code on the amount permitted
to be contributed under the Plan and the ESOP for the purpose of paying
obligations under the securities.
The Plan includes both the ESOP Trust and other assets unrelated to and
held separately from the ESOP Trust. Although such other assets will be
reflected in the Plan's annual financial statements, holders of securities will
have no recourse against such other assets.
The ESOP Trustee has executed the indenture and will execute the securities
solely in its capacity as trustee under the agreement creating the ESOP Trust
and with the concurrence of Mobil. Neither the ESOP Trustee nor any director,
officer, employee or stockholder, as such, of the ESOP Trustee or of Mobil nor
any assets of the Plan which are not part of and subject to the ESOP Trust shall
have any liability for any obligation of the ESOP Trust or Mobil under the
13
<PAGE>
securities, the guaranties or the indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each holder of
securities by accepting a security will be deemed to waive and release all such
liability.
Notwithstanding the foregoing, the obligations of Mobil pursuant to the
guaranties shall continue in full force and effect as described above.
CONCERNING THE INDENTURE TRUSTEE
U.S. Bank Trust National Association, the successor trustee to Continental
Bank, National Association is the indenture trustee. Mobil and certain of its
affiliates maintain banking relationships in the ordinary course of business
with the indenture trustee.
GOVERNING LAW
The indenture, the securities and the guaranties will be governed by and
construed in accordance with the laws of the State of New York.
PLAN OF DISTRIBUTION
GENERAL
The ESOP Trust may sell the securities directly to purchasers, through
agents, dealers or underwriters or through a combination of any such methods of
sale.
The ESOP Trust may distribute the securities from time to time in one or
more transactions either:
. at a fixed price or prices, which may be changed;
. at market prices prevailing at the time of sale;
. at prices related to such prevailing market prices; or
. at negotiated prices.
Offers to purchase securities may be solicited directly by the ESOP Trust
or its agents may solicit offers to purchase the securities from time to time.
The prospectus supplement will include the name of any agent involved in the
offer or sale of the securities, and any commissions payable by Mobil to that
agent.
If a dealer is used in the sale of the securities, the ESOP Trust will sell
the securities to the dealer, as principal. The dealer may then resell such
securities to the public at varying prices to be determined by that dealer at
the time of resale.
14
<PAGE>
If an underwriter or underwriters are used in the sale of the securities,
the ESOP Trust and Mobil will enter into an underwriting agreement with that
underwriter or underwriters at the time of sale to them and the names of the
underwriters will be set forth in the prospectus supplement, which will be used
by the underwriters to make resales of the securities.
The ESOP Trust and Mobil may enter into agreements to indemnify
underwriters, dealers, agents and other persons against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended.
DELAYED DELIVERY ARRANGEMENTS
If indicated in the prospectus supplement, Mobil will authorize
underwriters, dealers or other persons acting as the ESOP Trust's agents to
solicit offers from certain institutions to purchase securities from the ESOP
Trust pursuant to contracts providing for payment and delivery on a future date
or dates. Institutions with which such contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by Mobil. The obligations of any purchaser under
any such contract will not be subject to any conditions except that (a) the
purchase of the securities shall not be prohibited under the laws of the
jurisdiction to which that purchaser is subject and (b) if the securities are
also being sold to underwriters, the ESOP Trust will sell to those underwriters
the securities not sold for delayed delivery. The underwriters, dealers and such
other persons will not have any responsibility in respect of the validity or
performance of such contracts.
LEGAL OPINIONS
Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance and Securities
of Mobil, issued an opinion on the legality of the securities and the
guaranties. Mr. Johanson has an interest in certain securities of Mobil.
On behalf of dealers, underwriters or agents, Davis Polk & Wardwell will
issue an opinion on certain legal matters in connection with the offering of the
securities and the guaranties.
EXPERTS
Ernst & Young LLP, independent auditors, have audited Mobil's consolidated
financial statements included in Mobil's Annual Report on Form 10-K for the year
ended December 31, 1997, as set forth in their report, which is incorporated in
this registration statement by reference. Mobil's consolidated financial
statements are incorporated by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited the Plan's financial
statements included in the Plan's Annual Report on Form 11-K for the fiscal year
ended January 31, 1998, as set forth in their report, which is incorporated in
this registration statement by reference. The
15
<PAGE>
Plan's financial statements are incorporated by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee......................... $132,050
Rating Agency Fees.................................................... 50,000*
Fees and Expenses of Indenture Trustee................................ 5,000*
Printing and Engraving Securities..................................... 5,000*
Printing and Distribution of Registration Statement, Prospectus,
Prospectus Supplements, Distribution Agreement, Underwriting
Agreement, Indenture and Miscellaneous Material..................... 50,000*
Accountants' Fees and Expenses........................................ 40,000*
Legal Fees and Expenses............................................... 50,000*
Blue Sky Fees and Expenses............................................ 30,000*
Miscellaneous Expenses................................................ 50,000*
--------
Total..................................................... $412,050*
========
</TABLE>
__________
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the provisions of Article VI of Mobil's By-Laws filed
as Exhibit 3-b hereto.
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, 1997, issued by National Union Fire Insurance Company, and
excess insurance policies issued by various commercial underwriters effective
the same or later dates, pursuant to which the directors and certain officers of
Mobil are insured against certain liabilities they may incur in their respective
capacities.
Mobil has obtained a pension trust liability policy, effective May 1, 1996,
issued by National Union Fire Insurance Company, pursuant to which Mobil, the
Plan and other persons are insured against certain liabilities they may incur in
connection with alleged breaches of fiduciary duty.
Mobil has agreed to hold harmless the ESOP Trustee and its directors, officers,
employees and agents, from and against certain liabilities including liabilities
(i) arising out of certain statements contained in or omissions from any
instrument, document or other material in respect of any acquisition, holding,
registration, valuation or disposition of Mobil stock or offering of Securities
II-1
<PAGE>
or any omission or alleged omission with respect to the foregoing, subject to
certain exceptions, or (ii) arising out of certain statements or omissions in
any registration statement or prospectus or any amendment or supplement.
Any agents, dealers or underwriters, who execute any of the agreements
filed as Exhibit 1-a or 1-b to this registration statement, will agree to
indemnify Mobil's directors and officers and the ESOP Trust and its affiliates
against certain liabilities which might arise under the Securities Act from
information furnished to Mobil by or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS.
1-a Form of Underwriting Agreement. Incorporated by reference to Exhibit 1-a
to Registration Statement on Form S-3 (No. 33-34133-01) filed April 2,
1990.
1-b Form of Distribution Agreement. Incorporated by reference to Exhibit 1-b
to Registration Statement on Form S-3 (No. 33-34133-01) filed April 2,
1990.
3-a Copies of the following: (i) Certificate of Incorporation of Mobil
Corporation, as amended, in effect May 20, 1997. Incorporated by reference
to Exhibit 3(i).1 filed on Form 8-K, July 11, 1997; (ii) 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 the Registration Statement on Form S-3
(No. 33-32651), filed under Form SE dated December 14, 1989; and (iii)
Certificate of Designation, Preferences and Rights of Series B ESOP
Convertible Preferred Stock of Mobil Corporation, as amended in effect May
20, 1997. Incorporated by reference to Exhibit 3(i).2 filed on Form 8-K,
July 11, 1997.
3-b Copy of By-Laws of Mobil Corporation as amended to February 27, 1998.
Incorporated by reference to Exhibit 3.4 filed on Form 8-K, April 9, 1998.
4-a Indenture dated as of February 1, 1990 among Mobil Oil Corporation
Employee Stock Ownership Plan Trust, Mobil Corporation and Continental
Bank, National Association. Incorporated by reference to Exhibit 4-a to
Amendment No. 1 to Registration Statement on Form S-3 (No. 33-32651) filed
February 13, 1990.
4-b Forms of Securities. Incorporated by reference to Exhibit 4-b to
Registration Statement on Form S-3 (No. 33-34133-01) filed April 2, 1990.
5* Opinion of Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil Corporation, as to the legality of the securities
and the guaranties to be issued.
12* Computation of Ratio of Earnings to Fixed Charges (Unaudited).
23-a* Consent of Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil Corporation, is contained in his opinion filed as
Exhibit 5.
23-b* Consent of Ernst & Young LLP, Independent Auditors.
II-2
<PAGE>
24-a* Powers of Attorney -- Mobil Corporation.
24-b* Certified copy of Resolution of the Board of Directors of Mobil
Corporation.
25* Statement of Eligibility of Trustee.
99 Mobil Oil Corporation Employee Stock Ownership Plan Trust Agreement dated
November 21, 1989. Incorporated by reference to Exhibit 28 to Registration
Statement on Form S-3 (No. 33-32651) filed under Form SE on December 14,
1989.
______________
*Previously filed.
ITEM 17. UNDERTAKINGS.
Each undersigned registrant hereby undertakes, with respect to itself, as
appropriate:
(a)(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;
(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; and
(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)(1)(i) and (a)(1)(ii) above 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
such 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;
(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; and
II-3
<PAGE>
(b) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of such 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 Mobil Corporation pursuant to the foregoing
provisions, or otherwise, Mobil Corporation has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Mobil Corporation of
expenses incurred or paid by a director, officer or controlling person of
Mobil Corporation 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, Mobil Corporation 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 of 1933 and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on the 25th day of November, 1998.
MOBIL OIL CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN TRUST STOCK OWNERSHIP
TRUST PLAN
By Bankers Trust Company, not in
its individual corporate capacity but solely
as Trustee
By /s/ Douglas W. Doucette
------------------------
Douglas W. Doucette
Managing Director
II-5
<PAGE>
SIGNATURES
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-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fairfax, Virginia , on the 25th day
of November, 1998.
MOBIL CORPORATION
By /s/ Gordon G. Garvey
-------------------------------------
(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.
<TABLE>
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
Lucio A. Noto* Director, Chairman of the
Board and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Harold R. Cramer* Executive Vice President and Chief Financial
Officer
PRINCIPAL ACCOUNTING OFFICER:
Steven L. Davis* Controller and Principal
Accounting Officer
DIRECTORS:
Lewis M. Branscomb*
Donald V. Fites*
Charles A. Heimbold, Jr.*
Allen F. Jacobson*
Samuel C. Johnson*
Helene L. Kaplan*
J. Richard Munro*
Aulana L. Peters*
Eugene A. Renna*
Charles S. Sanford, Jr.*
Robert G. Schwartz*
Iain D.T. Vallance*
*By /s/ Gordon G. Garney
-------------------------------------
(Gordon G. Garney, as Attorney-in-Fact)
</TABLE>
________________
* 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.
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item Description Page No.
- ---- ----------- --------
<S> <C> <C>
1-a Form of Underwriting Agreement. Incorporated by reference to Exhibit 1-a
to Registration Statement on Form S-3 (No. 33-34133-01) filed April 2,
1990.
1-b Form of Distribution Agreement. Incorporated by reference to Exhibit 1-b
to Registration Statement on Form S-3 (No. 33-34133-01) filed April 2,
1990
3-a Copies of the following: (i) Certificate of Incorporation of Mobil
Corporation, as amended, in effect May 20, 1997. Incorporated by
reference to Exhibit 3(i).1 filed on Form 8-K, July 11, 1997; (ii)
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 the Registration
Statement on Form S-3 (No. 33-32651), filed under Form SE dated December
14, 1989; and (iii) Certificate of Designation, Preferences and Rights of
Series B ESOP Convertible Preferred Stock of Mobil Corporation, as
amended in effect May 20, 1997. Incorporated by reference to Exhibit
3(i).2 filed on Form 8-K, July 11, 1997.
3-b Copy of By-Laws of Mobil Corporation as amended to February 27, 1998.
Incorporated by reference to Exhibit 3.4 filed on Form 8-K, April 9,
1998.
4-a Indenture dated as of February 1, 1990 among Mobil Oil Corporation
Employee Stock Ownership Plan Trust, Mobil Corporation and Continental
Bank, National Association. Incorporated by reference to Exhibit 4-a to
Amendment No. 1 to Registration Statement on Form S-3 (No. 33-32651)
filed February 13, 1990.
4-b Forms of Securities. Incorporated by reference to Exhibit 4-b to
Registration Statement on Form S-3 (No. 33-34133-01) filed April 2, 1990.
5* Opinion of Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil Corporation, as to the legality of the securities
and the guaranties to be issued.
12* Computation of Ratio of Earnings to Fixed Charges (Unaudited).
23-a* Consent of Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil Corporation, is contained in his opinion filed as
Exhibit 5.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Item Description Page No.
- ---- ----------- --------
<S> <C> <C>
23-b* Consent of Ernst & Young LLP, Independent Auditors.
24-a* Powers of Attorney -- Mobil Corporation.
24-b* Certified Resolution of the Board of Directors of Mobil Corporation.
25* Statement of Eligibility of Trustee.
99 Mobil Oil Corporation Employee Stock Ownership Plan Trust Agreement dated
November 21, 1989. Incorporated by reference to Exhibit 28 to
Registration Statement on Form S-3 (No. 33-32651) filed under Form SE on
December 14, 1989.
</TABLE>
_______________
*Previously filed.
