<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1998
Registration Statement No. 333-
Form T-1 No. 22-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
----------------------
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:
RALPH N. JOHANSON, JR., ESQ. CHARLES S. WHITMAN, III, ESQ.
Mobil Corporation Davis Polk & Wardwell
3225 Gallows Road 450 Lexington Avenue
Fairfax, VA 22037-0001 New York, NY 10017
JAMES F. HAYDEN, ESQ.
White & Case L.L.P.
1155 Avenue of the Americas
New York, NY 10036
-------------------------------
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]
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
Proposed Proposed
Title of each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Unit(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities......... $475,000,000(2) 100% $475,000,000 $132,050
- ----------------------------------------------------------------------------------------------
Guaranties of the Debt
Securities.............. ------(3) ------ ------ ------
==============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
exclusive of accrued interest, if any.
(2) If any Debt Securities are issued at an original issue discount, the net
proceeds to be received by the Mobil Oil Corporation Employee Stock
Ownership Plan Trust shall be deemed to be the amount to be registered
(excluding any fees and commissions).
(3) No separate consideration will be received for the Guaranties.
----------------------------------
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
$500,000,000
MOBIL OIL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
TRUST
DEBT SECURITIES
GUARANTEED BY
MOBIL CORPORATION
The Mobil Oil Corporation Employee Stock Ownership Plan Trust (the "ESOP
Trust"), a part of the Employees Savings Plan of Mobil Oil Corporation, may
offer, in one or more series, its debt securities (the "Securities") with an
aggregate initial public offering price not to exceed $500,000,000 on terms to
be determined at the time the Securities are offered for sale. The Securities
will be guaranteed by Mobil Corporation ("Mobil"). When a particular series of
the Securities is offered, a prospectus supplement ("Prospectus Supplement"),
together with this Prospectus and any applicable pricing supplement, will be
delivered setting forth the terms of the Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, rate of any interest (or manner of calculation thereof) and time of
payment thereof, any redemption provisions, the initial public offering price,
the names of any underwriters, dealers or agents, any compensation to such
underwriters, dealers or agents and any other specific terms in connection with
the offering and sale of such series.
Interest on the Securities will not qualify in whole or in part for exemption
from United States income taxation under former Section 133 of the Internal
Revenue Code of 1986, as amended (the "Code").
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.
----------------------------
The date of this Prospectus is , 1998
LEGEND FOR PROSPECTUS COVER PAGE
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>
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 ESOP Trust or 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.
INCORPORATION OF DOCUMENTS BY REFERENCE
Mobil is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange commission
("SEC"). Such reports, proxy statement and other information filed by Mobil can
be inspected and copied at the public reference facilities of the SEC, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as at the following SEC Regional Offices: 7 World Trade Center, New York, N.Y.
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661. Such material may also be accessed electronically by means of
the Commission's home page on the Internet as http:\\www.sec.gov. Such material
can also be inspected at the New York Stock Exchange. Copies can be obtained
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.
Annual financial statements of the Employees Savings Plan of Mobil Oil
Corporation (the "Plan") filed with the SEC on Form 11-K will contain financial
information with respect to the assets owned by the Plan, including the assets
of the ESOP Trust, and will include audited financial statements of the Plan,
which includes the ESOP Trust. 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 financial statements of the Plan filed on Form
11-K, holders of Securities will have no recourse against such other assets.
The following documents have been filed by Mobil with the SEC (File No. 1-7555)
and are incorporated herein by reference:
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.
The following document has been filed by the Plan with the SEC (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,
1998.
2
<PAGE>
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 subsequent to the date of this
prospectus and prior to the termination of the offering of any series of
Securities shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits) may be obtained upon request
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 by means of Mobil's home page on
the Internet at http:\\www.mobil.com.
3
<PAGE>
MOBIL OIL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Mobil Oil Corporation ("Mobil Oil"), a New York corporation which is wholly
owned by Mobil, is Mobil's principal operating subsidiary in the United States.
The Employees Savings Plan of Mobil Oil Corporation (the "Plan") includes an
employee stock ownership plan (the "ESOP") which is intended to provide 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 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 Code. Assets of the ESOP are intended to be invested in "employer
securities" (as defined in Section 409(1) of the 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 (the "Series B preferred stock") of Mobil on November 22, 1989
at a cost of $7775 per share for a total of $800,000,850. The purchase price of
the Series B preferred stock was paid from the proceeds of (i) a loan by a
syndicate of banks in the principal amount of $800,000,000 and (ii) 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 a like aggregate
principal amount of its 9.17% Sinking Fund Debentures Due February 29, 2000,
which Debentures were guaranteed by Mobil (the "Initial Refinancing"). The
Debentures were issued under an Indenture (the "Indenture") dated as of February
1, 1990, among the ESOP Trust, Mobil and Continental Bank, National Association
(the "Indenture Trustee").
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 to refund indebtedness incurred by the ESOP Trust
in connection with the acquisition of the Series B preferred stock, including
one or more refinancings thereof. Between February 1994 and the date hereof the
ESOP trust has issued $275,000,000 of medium term notes in such refinancings and
such principal amount remains outstanding.
The Board of Directors of Mobil split the shares of Common Stock of Mobil
two-for-one with May 20, 1997, being the record date for such split. In
accordance with the terms of the Series B preferred stock, the Board of
Directors of Mobil declared a Special Dividend such that a holder of shares of
the Series B preferred stock on May 20, 1997 became a holder of that number of
shares held prior to such stock split times two. Concurrently with the
effectiveness of that Special Dividend the number of outstanding shares of
Series B preferred stock were doubled, from 86,911.681902 to 173,823.363804, and
the conversion price, the Liquidation Price and the dividend rate were adjusted
accordingly.
4
<PAGE>
The assets of the ESOP Trust as of September 30, 1998, consisted principally of
166,791 shares of Series B preferred stock, of which 86,583 shares have been
allocated to participants' accounts.
Shares of Series B preferred stock may be issued to and generally held only by
the ESOP Trustee or other similar trustee. In the event of any transfer of
shares of Series B preferred stock by any such trustee (other than to a pledgee
solely for purposes of using such shares as security for a loan) the Series B
preferred stock is automatically converted into Mobil common stock. Each share
of Series B preferred stock is convertible at any time into Mobil common stock,
initially into 100 shares of Mobil common stock at a conversion price of $38.875
per share of common stock. Each share of Series B preferred stock has a
Liquidation Price of $3,887.50, bears regular dividends of $300 per annum,
accrued daily, is entitled to supplemental dividends in certain circumstances
when the rate of dividends paid on Mobil common stock exceeds the rate paid on
Series B preferred stock, is entitled to 100 votes per share, voting together
with Mobil common stock as a single class on all matters, is entitled to vote
separately as a class on any matter which would adversely affect the Series B
preferred stock and is redeemable in certain instances at the option of Mobil
and in others at the option of the holder. The minimum redemption price is the
Liquidation Price of $3,887.50 per share. Mobil may redeem the Series B
preferred stock at this price at any time on or after November 22, 1999, the
tenth anniversary of issuance. Prior to that date, Mobil may redeem the Series B
preferred stock in connection with termination of the Plan or the ESOP at prices
scaling down in equal increments from 111.625% in the first year after issuance
to 100% of the Liquidation Price after ten years. Mobil may also redeem the
Series B preferred stock prior to November 22, 1999, at the greater of the
Liquidation Price or the Fair Market Value of the number of shares of Mobil
common stock into which it is convertible, by reason of the Plan not being
qualified within the meaning of Section 401(a) of the Code or not being an
"employee stock ownership plan" within the meaning of Section 4975(e)(7) of the
Code, or a change in law precluding Mobil from deducting dividends paid on the
Series B preferred stock. The redemption price in most other instances will be
the greater of the Liquidation Price or the Fair Market Value of the number of
shares of Mobil common stock into which it is convertible. The shares of Series
B preferred stock and the other terms summarized above are subject to adjustment
to avoid dilution in specified circumstances. The Series B preferred stock ranks
prior to Mobil's Series A Junior Participating Preferred Stock, the only other
series of preferred stock currently authorized, and may rank ratably with or
junior or prior to any other series of preferred stock, as to dividends or upon
liquidation, or both, as Mobil's Board of Directors shall determine. The
foregoing summary of certain provisions of the Series B preferred stock does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all provisions of 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 such Certificate as so filed is filed as an Exhibit to the
Registration Statement on Form S-3 (No. 33-32651) filed by the ESOP Trust and
Mobil in connection with the Initial Refinancing and declared effective by the
SEC on February 13, 1990.
5
<PAGE>
The provisions of the agreement establishing the ESOP Trust empower the ESOP
Trust to incur indebtedness by borrowing from any lender such amounts and upon
such terms and conditions as are advisable or proper to carry out the purposes
of the ESOP Trust. The provisions of such agreement which allow the ESOP Trust
to incur such indebtedness, as well as the authority of the ESOP Trust to incur
indebtedness by issuing Securities, are in accordance with the provisions of
Section 408(b)(3) of ERISA and Section 4975(d)(3) of the Code, and regulations
thereunder.
Subject to the provisions of the Plan, the ESOP and the ESOP Trust, pursuant to
which Mobil Oil may terminate, modify or amend any of the same at any time or
from time to time, Mobil has agreed to make payments to the ESOP Trust to enable
it to pay principal and interest on the Securities. Mobil will unconditionally
guarantee the ESOP Trust's obligations under the Securities. Recourse of holders
of the Securities against assets of the ESOP Trust is and will continue to be
substantially limited. Holders of the Securities therefore should not rely on
the ESOP Trust in making any investment decision to purchase Securities.
Generally, no part of the assets of the ESOP Trust shall revert to Mobil. The
ESOP Trustee is empowered to receive and hold contributions and other assets of
the ESOP, incur indebtedness, make payments on ESOP Trust debt and make
distributions to participants in the ESOP in accordance with the terms thereof.
The ESOP Trustee must invest substantially all ESOP Trust assets (except for
cash equivalents necessary to administer the ESOP Trust) in stock of Mobil
within a reasonable time following receipt of such assets.
The Plan (including the ESOP) may be amended at any time by Mobil Oil, 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 the
requirements of applicable law. In the event of the termination of the ESOP
Trust, Mobil will assume the due and punctual payment of the principal and
interest on the Securities and the obligations of the ESOP Trust under the
Indenture.
USE OF PROCEEDS
The ESOP Trust will use the proceeds of the sale of any Securities offered
hereby to refund indebtedness incurred by the ESOP Trust in connection with the
acquisition of the Series B preferred stock, including one or more refinancings
thereof. Pending such refunding, such sale proceeds may be held in cash or
invested in cash equivalents.
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).
6
<PAGE>
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)
Year Ended December 31,
---------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
Mobil Corporation...................... 5.7(a) 5.3 5.9 7.8 8.1
For the purpose of computing the consolidated ratio of earnings to fixed
charges, earnings represent income from continuing operations increased or
decreased by the excess or shortfall of dividends over earnings of affiliated
companies accounted for on the equity method plus income taxes and fixed
charges, excluding capitalized interest. Fixed charges represent interest and
amortization of debt discount expense (including capitalized interest) and the
portion of rents deemed representative of the interest factor.
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.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions of the
Securities of any series to which any Prospectus Supplement may relate,
including the guaranties (the "Guaranties") of Mobil to be endorsed thereon. The
particular terms and provisions of the series of Securities offered by a
Prospectus Supplement, and the extent to which such general terms and provisions
described below may apply thereto, will be described in the Prospectus
Supplement relating to such series.
The Securities are to be issued under the Indenture and will be fully,
unconditionally and irrevocably guaranteed by Mobil. The following summaries of
certain provisions of the Securities, the Indenture and the Guaranties do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Indenture and the Guaranties, including
the definitions therein of certain terms. Particular sections of the Indenture
which are relevant to the discussion are cited parenthetically. Capitalized
terms used in this Prospectus which are defined in the Indenture shall have the
same meaning herein as in the Indenture. The term "principal" when used herein
includes, when appropriate, the premium, if any, on any series of Securities.
7
<PAGE>
General
The Indenture does not limit the amount of Securities which may be issued
thereunder, and additional debt securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by, or
pursuant to, an ESOP Trust Order or by a supplemental indenture. Reference is
made to the Prospectus Supplement for the following terms of the particular
series of Securities being offered hereby: (i) the title of the Securities of
the series; (ii) any limit upon the aggregate amount of the Securities of the
series; (iii) the date or dates on which the principal of the Securities of the
series will mature; (iv) the rate or rates, if any, at which the Securities of
the series will from time to time bear interest, the date or dates from which
any such interest will accrue and on which such interest will be payable, and
the record date for the interest payable on any interest payment date and the
basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months; (v) the place or places where the principal of and
interest on the Securities of the series will be payable; (vi) any redemption or
sinking fund provisions; (vii) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which will be
payable upon declaration of acceleration of the maturity thereof; (viii) any
index used to determine the amount of payments of principal of and interest on
the Securities of the series; and (ix) any additional provisions or other
special terms of the series or the applicable Guaranties not inconsistent with
the provisions of the Indenture, including any terms which may be required by or
advisable under United States law or regulations or advisable in connection with
the marketing of Securities of such 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. Securities may also be issued pursuant to
a book-entry system.
Registration of transfer of the Securities may be requested upon surrender
thereof at any agency of the ESOP Trust maintained for such purpose and upon
fulfillment of all other requirements of such agent. Principal and interest will
be payable, and the transfer of Securities of a particular series will be
registrable, in the manner described in the Prospectus Supplement relating to
such series.
All moneys paid by the ESOP Trust to the Indenture Trustee for the payment of
principal of or interest on, or for the repurchase of, any Security that remain
unclaimed at the end of two years after such principal or interest shall have
become due and payable will be paid to the ESOP Trust, and the Registered Holder
of such Security will thereafter look only to the ESOP Trust or to Mobil
pursuant to the Guaranties for payment thereof. All moneys paid by Mobil to the
Indenture Trustee pursuant to the Guaranties that remain unclaimed at the end of
two years after having become due and payable will be paid to Mobil, and in such
event the Registered Holder of any underlying Security will thereafter look only
to Mobil for payment thereof. (Section 8.03.)
8
<PAGE>
Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. Special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating to
such Original Issue Discount Securities. "Original Issue Discount Securities"
means (i) any Security which provides for an amount less than the stated
principal amount thereof to be due and payable upon an acceleration of the
maturity thereof 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 when and as the same
become due and payable, whether at maturity, upon redemption, upon declaration
of acceleration, redemption or otherwise.
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.
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
Securities may be exchanged for an equal aggregate principal amount of
Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the Securities at an agency
of the ESOP Trust maintained for such purpose and upon fulfillment of all other
requirements of such agent.
Covenants
Under the Indenture, the ESOP Trust covenants to pay the principal of and
interest on the Securities on the dates and in the manner provided therein.
(Section 4.01.) Under the provisions of the Indenture, Mobil agrees 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
Securities and Exchange Commission or comparable information if Mobil is not
required to file such information, documents and reports. (Section 4.02.)
Subject to the provisions of the Plan, the ESOP and the ESOP Trust pursuant to
which Mobil Oil may terminate, modify or amend any of the same at any time
9
<PAGE>
and from time to time, Mobil covenants in the Indenture to make (or cause its
participating subsidiaries to make) cash contributions to the ESOP Trust on or
prior to the date on which each payment of principal of or interest on the
Securities issued thereunder is scheduled to become due in amounts which,
together with any other assets lawfully available for this purpose, will be
sufficient and lawfully available to timely make such principal or interest
payment, except to the extent inconsistent with the requirements of ERISA or the
Code. Notwithstanding the foregoing, the obligations of Mobil pursuant to the
Guaranties shall continue in full force and effect as herein above described.
(Section 4.03.)
Successors
Neither the ESOP Trust nor Mobil may consolidate with, merge into or be merged
into, or transfer or lease its property and assets substantially as an entirety
to, another entity unless the successor entity assumes all the obligations of
its predecessor under the Indenture and the Securities or the Guaranties, as the
case may be, and after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing and, as to Mobil, its successor shall be a
United States corporation. Thereafter, except in the case of a lease, all such
obligations of the ESOP Trust or Mobil, as the case may be, shall terminate.
(Section 5.01 and 5.02.)
Mobil or a subsidiary thereof 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 the part of the ESOP Trust. Upon such
assumption, Mobil or such 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 thereunder. (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 and the Securities, and the
Guaranties endorsed thereon, or the Securities of any series, including the
Guaranties endorsed thereon, 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, except for certain obligations including
obligations with respect to transfer or exchange of Securities, the maintenance
of an office or agency in respect of the Securities and payment on the
Securities. 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 further provides that Mobil shall pay and shall indemnify
the Indenture Trustee and each Security holder of each series in respect of
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.)
10
<PAGE>
Events of Default
The following events are defined in the Indenture as "Events of Default" with
respect to a series of Securities: (i) default for 30 days in the payment of
interest on any Security of such series or of any sinking fund obligation or of
any installment of principal and interest prior to final maturity on Amortizing
Securities; (ii) default in the payment of the principal of any Security of such
series except as aforesaid with respect to sinking fund or Amortizing
Securities; (iii) 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 such
series set forth in the Indenture 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; (iv) certain events of bankruptcy or insolvency of Mobil and (v)(1) an
unrescinded acceleration under the indenture dated as of July 1, 1976, between
Mobil and The Chase Manhattan Bank (National Association), trustee, (2) an
unrescinded acceleration under the indenture dated as of September 15, 1982,
between Mobil and The Bank of New York, trustee, (3) an unrescinded acceleration
under the indenture dated as of October 1, 1986, between Mobil and Manufacturers
Hanover Trust Company, trustee, and (4) 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 the 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, such 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 be
unaffected. Such acceleration shall not be enforceable against the ESOP Trust or
the assets thereof, but such limitation on enforceability shall not prevent any
Holder from enforcing such Holder's rights against Mobil under the Guaranties,
giving full effect to such acceleration.
(Section 6.02.)
Securityholders 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 Securityholders 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.)
11
<PAGE>
Amendment and Waiver
Subject to certain exceptions, the Indenture and the Securities may be amended
or supplemented by the ESOP Trust, Mobil and the Indenture Trustee with the
consent of the Holders of a majority in principal amount of the outstanding
Securities of each series affected by the amendment or supplement and compliance
with any provision thereof or of 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
Securityholder affected, an amendment or waiver may not: (i) reduce the amount
of Securities whose holders must consent to an amendment or waiver; (ii) reduce
the rate of or change the time for payment of interest on any Security; (iii)
reduce the principal of, or change the fixed maturity of, any Security; (iv)
waive a default in the payment of the principal of or interest on any Security;
(v) make any Security payable in money other than that stated in the Security;
or (vi) make any changes in the provisions concerning the waiver of past
defaults, the right of Securityholders to receive payment and to institute suit
to enforce that right, or limitations on amendments and waivers. (Section 9.02.)
The Indenture may be amended or supplemented without the consent of any
Securityholder: (i) to cure any ambiguity, defect or inconsistency in the
Indenture or in the Securities of any series; (ii) to secure the Securities;
(iii) 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; (iv) to provide for the assumption by Mobil or a
subsidiary thereof of all obligations of the ESOP Trust under the Securities and
the Indenture; (v) 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 terms of the Indenture or any series of Securities; (vi) to provide for
uncertificated Securities in addition to or in place of certified Securities;
(vii) to add to rights of Securityholders or surrender any right or power
conferred on the ESOP Trust or Mobil; or (viii) to make any change that does not
adversely affect the rights of any Securityholder. (Section 9.01.)
Taxation
Purchasers of the Securities offered hereby will not be entitled to exclude from
their federal gross income any portion of the interest received in respect of
such Securities under former Section 133 of the Code.
12
<PAGE>
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 Code. Under certain
circumstances, it is possible that the ESOP Trust may be precluded by the
provisions of the 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 (i) 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 Securityholder against the ESOP Trust), and (ii) limitations
imposed by the 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 financial statements of the Plan filed on Form 11-K, 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
Securities, the Guaranties endorsed thereon or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Securityholder 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 hereinabove described.
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.
13
<PAGE>
PLAN OF DISTRIBUTION
General
The ESOP Trust may sell the Securities being offered hereby: (i) directly to
purchasers; (ii) through agents; (iii) through dealers; (iv) through
underwriters; or (v) through a combination of any such methods of sale.
The distribution of the Securities may be effected from time to time in one or
more transactions either: (i) at a fixed price or prices, which may be changed;
(ii) at market prices prevailing at the time of sale; (iii) at prices related to
such prevailing market prices; or (iv) at negotiated prices.
Offers to purchase Securities may be solicited directly by the ESOP Trust or by
agents designated by the ESOP Trust from time to time. Any such agent, which may
be deemed to be an underwriter as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), involved in the offer or sale of the
Securities in respect of which this Prospectus is delivered will be named, and
any commissions payable by Mobil to such agent will be set forth, in the
Prospectus Supplement.
If a dealer is utilized in the sale of the Securities in respect of which this
Prospectus is delivered, the ESOP Trust will sell such Securities to the dealer,
as principal. The dealer, which may be deemed to be an underwriter as that term
is defined in the Securities Act, may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
If an underwriter or underwriters are utilized in the sale, the ESOP Trust and
Mobil will execute an underwriting agreement with such 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 in respect of which this Prospectus is delivered to the public.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the ESOP Trust and Mobil, to
indemnification by Mobil against certain civil liabilities, including
liabilities under the Securities Act.
Delayed Delivery Arrangements
If so indicated in the Prospectus Supplement, Mobil will authorize underwriters,
dealers or other persons acting as the ESOP Trust's agents to solicit offers by
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 at the time of
14
<PAGE>
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject and (b) if the Securities are also being sold to
underwriters, the ESOP Trust shall have sold to such 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, is passing upon 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 is passing
upon certain legal matters in connection with the offering of the Securities and
the Guaranties.
EXPERTS
The consolidated financial statements of Mobil incorporated by reference in
Mobil's Annual Report (Form 10-K) for the year ended December 31, 1997, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report incorporated by reference therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The financial statements of the Plan included in the Plan's Annual Report on
Form 11-K for the fiscal year ended January 31, 1998, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
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*
=======
------------
* 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 or any omission or alleged omission with
respect to the foregoing, subject to certain exceptions, or (ii) arising
out of certain
16
<PAGE>
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
1a 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).
17
<PAGE>
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.
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.
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;
18
<PAGE>
(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
(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.
19
<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
10th 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/ Yolanda I. Diaz
---------------------------------
Yolanda I. Diaz
Vice President
20
<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 12th day of November,
1998.
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:
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)
- -------------
* 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.
21
<PAGE>
EXHIBIT INDEX
Item Description Page No.
- --------------------------------------------------------------------------------
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.
22
<PAGE>
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.
23
<PAGE>
Exhibit 5
MOBIL CORPORATION
3225 GALLOWS ROAD
FAIRFAX, VIRGINIA 22037-0001
TELEPHONE: (703) 846-5064
FACSIMILE: (703) 846-2226
RALPH N. JOHANSON, JR.
MANAGING COUNSEL
CORPORATE, FINANCE AND SECURITIES
November 11, 1998
Mobil Corporation
3225 Gallows Road
Fairfax, Virginia 22037-0001
Dear Sirs:
I refer to the Registration Statement which the Mobil Oil Corporation
Employee Stock Ownership Plan Trust (the "ESOP Trust") and Mobil Corporation
("Mobil") propose to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to debt securities (the
"Securities") having an aggregate initial public offering price of up to
$475,000,000 which are to be issued by the ESOP Trust and which are to be
guaranteed by Mobil. The Securities will be issued under an indenture, dated as
of February 1, 1990, as amended (the "Indenture"), among the ESOP Trust, Mobil
and U.S. Bank Trust National Association, the successor trustee to Continental
Bank, National Association (the "Indenture Trustee").
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 opinions. 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:
1. Mobil is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
2. The execution and delivery by Mobil of the Indenture and the
guaranties by Mobil to be endorsed on the Securities (the "Guaranties") have
been duly authorized by appropriate corporate action.
<PAGE>
3. The Indenture is a valid and binding agreement of Mobil enforceable
against Mobil in accordance with its terms. The Securities, upon (x) the due
authorization and execution thereof by the ESOP Trustee on behalf of the ESOP
Trust, (y) the authentication thereof by the Indenture Trustee in accordance
with the Indenture, and (z) the delivery thereof to, and payment therefor by,
the purchasers thereof, will constitute valid and binding obligations of the
ESOP Trust enforceable against the ESOP Trust in accordance with their
respective terms, except that recourse against the assets of the ESOP Trust may
be substantially limited as set forth in Section 11.12 of the Indenture. When
the Securities are duly executed and authenticated in accordance with the terms
of the Indenture and delivered, the Guaranties will be valid and binding
obligations of Mobil enforceable against Mobil in accordance with their terms.
The enforceability of the Indenture, the Securities and the Guaranties is
subject to bankruptcy, insolvency, reorganization or other similar laws
affecting enforcement of creditors' rights generally and to general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law). The Securities are entitled to the benefits of
the Indenture.
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 the related prospectus under the heading "Legal Opinions."
Very truly yours,
/s/ Ralph N. Johanson, Jr.
Ralph N. Johanson, Jr.
Managing Counsel
Corporate, Finance and Securities
2
<PAGE>
Exhibit 12.
MOBIL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In millions)
<TABLE>
<CAPTION>
Nine
Months
Ended
Year Ended December 31, Sept.30,
---------------------------------------------- --------
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Income Before Change in
Accounting Principle .... $2,084 $1,759 $2,376 $2,964 $3,272 $1,856
Add:
Income taxes .............. 1,931 1,919 2,015 3,147 3,093 1,252
Portion of rents
representative of
interest factor ......... 339 340 368 376 346 260
Interest and debt
discount expense ........ 529(a) 461 467 455 428 350
Earnings less (greater)
than distributions from
equity affiliates........ 265 (40) (51) 153 (59) 98
------ ------ ------ ------ ------ ------
Income as Adjusted ........ $5,148 $4,439 $5,175 $7,095 $7,080 $3,816
====== ====== ====== ====== ====== ======
Fixed Charges:
Interest and debt
discount expense ........ $ 529(a) $ 461 $ 467 $ 455 $ 428 $ 350
Capitalized interest ...... 42 37 47 78 101 52
Portion of rents
representative of
interest factor ......... 339 340 368 376 346 260
------ ------ ------ ------ ------ ------
Total Fixed Charges ....... $ 910 $ 838 $ 882 $ 909 $ 875 $ 662
====== ====== ====== ====== ====== ======
Ratio of Earnings to
Fixed Charges ........... 5.7(a) 5.3 5.9 7.8 8.1 5.8
====== ====== ====== ====== ====== ======
</TABLE>
Note:
For the years ended December 31, 1993, 1994, 1995, 1996 and 1997 and the nine
months ended September 30, 1998, Fixed Charges exclude $31 million, $37 million,
$28 million, $24 million, $29 million and $19 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.
<PAGE>
Exhibit 23-b
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Mobil Oil
Corporation Employee Stock Ownership Plan Trust for the registration of
$475,000,000 principal amount of debt securities guaranteed by Mobil Corporation
and to the incorporation by reference therein of our reports (a) dated February
27, 1998, 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, 1997 and the related financial statement schedules
included therein, and (b) dated April 15, 1998, with respect to the financial
statements of the Employees Savings Plan of Mobil Oil Corporation included in
its Annual Report (Form 11-K) for the fiscal year ended January 31, 1998, both
filed with the Securities and Exchange Commission.
Fairfax, Virginia Ernst & Young LLP
November 6, 1998
<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 CAROL J. YALEY, GORDON G. GARNEY and RALPH N. JOHANSON,
JR. 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 or her name and capacity on behalf of the
Corporation, as guarantor as specified below, and (ii) to sign in his or her
name and capacity on behalf of the individual, a Registration Statement on Form
S-3 or any appropriate form including amendments and/or post-effective
amendments and supplements, together with all exhibits and other documents in
connection therewith, for registration with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as amended, of
not more than $475,000,000 principal amount of Debt Securities to be issued and
sold by the Trust for the Employee Stock Ownership Plan incorporated in the
Employees Savings Plan of Mobil Oil Corporation, a wholly owned subsidiary of
the Corporation, and guaranteed by the Corporation.
AND FURTHER, that each of the undersigned directors and/or officers of
the 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.
<PAGE>
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 29th day of October, 1998.
BY /s/ Lucio A. Noto
-----------------------------------------------
NAME AND TITLE Lucio A. Noto, Director, Chairman of the Board
and Chief Executive Officer
BY /s/ Harold R. Cramer
-----------------------------------------------
NAME AND TITLE Harold R. Cramer, Executive Vice President and
Chief Financial Officer
BY /s/ Steven L. Davis
-----------------------------------------------
NAME AND TITLE Steven L. Davis, Controller and Principal
Accounting Officer
BY /s/ Lewis M. Branscomb
-----------------------------------------------
NAME AND TITLE Lewis M. Branscomb, Director
BY /s/ Donald V. Fites
-----------------------------------------------
NAME AND TITLE Donald V. Fites, Director
BY /s/ Charles A. Heimbold, Jr.
-----------------------------------------------
NAME AND TITLE Charles A. Heimbold, Jr., Director
BY /s/ Allen F. Jacobson
-----------------------------------------------
NAME AND TITLE Allen F. Jacobson, Director
<PAGE>
BY /s/ Samuel C. Johnson
-----------------------------------------------
NAME AND TITLE Samuel C. Johnson, Director
BY /s/ Helene L. Kaplan
-----------------------------------------------
NAME AND TITLE Helene L. Kaplan, Director
BY /s/ J. Richard Munro
-----------------------------------------------
NAME AND TITLE J. Richard Munro, Director
BY /s/ Aulana L. Peters
-----------------------------------------------
NAME AND TITLE Aulana L. Peters, Director
BY /s/ Eugene A. Renna
-----------------------------------------------
NAME AND TITLE Eugene A. Renna, Director
BY /s/ Charles S. Sanford, Jr.
-----------------------------------------------
NAME AND TITLE Charles S. Sanford, Jr., Director
BY /s/ Robert G. Schwartz
-----------------------------------------------
NAME AND TITLE Robert G. Schwartz, Director
BY /s/ Iain D. T. Vallance
-----------------------------------------------
NAME AND TITLE Iain D. T. Vallance, Director
<PAGE>
Exhibit 24-b
MOBIL CORPORATION
-----------------
I, Carole J. Yaley, Secretary of Mobil Corporation, a
corporation organized and existing under the laws of the State of Delaware, DO
HEREBY CERTIFY that at a Meeting of the Board of Directors of Mobil Corporation
held on Thursday, October 29, 1996 at which meeting a quorum was present, the
following resolutions were adopted by the Board of Directors:
RESOLVED, that the Corporation approves the issuance by the
Mobil Oil Corporation Employee Stock Ownership Plan Trust (the " ESOP Trust" ),
at any time, and from time to time, of one or more series of debentures, notes
or other debt obligations ("Debt Securities"), having an aggregate principal
amount not in excess of $475,000,000, to be issued pursuant to the Indenture
dared as of February 1, 1990 among the ESOP Trust, the Corporation and
Continental Bank, National Association (the "Indenture"), as amended and
supplemented, and to be guaranteed as to payment of principal and interest, and
premium, if any, by the Corporation (the "Guaranties"), for purposes of
refinancing (a) all or any part of each mandatory semi-annual sinking fund
payment made by the ESOP Trust to the holders of its 9.l7% Sinking Fund
Debentures Due February 29, 1990, (b) the payment due on maturity of such
Debentures, and (c) all or any part of each payment due at the maturity of any
debt obligations issued to refinance the payments referred to in (a) and (b)
which payments have been guaranteed by the Corporation; and further
RESOLVED, that the Chairman of the Board, the President, the
Chief Financial Officer and the Treasurer of the Corporation and each of them,
acting alone, may at any time authorize one or more issues and sales of Debt
Securities with Guaranties and in connection with such issues and sales, as
provided in these Resolutions, take such action as may be necessary or
appropriate in furtherance of the purpose of these Resolutions, agreeing as to
the terms and conditions of the Guaranties of the Debt Securities and further
agreeing as to the determination by the ESOP Trust relating to the Debt
Securities of (1) the type of and designation of such Debt Securities which
shall not be convertible into or exchangeable for any equity securities of the
Corporation or subordinated in right of payment to any other securities and
which shall rank equally with all other unsecured and unsubordinated
indebtedness of the ESOP Trust; (2) the aggregate principal amount and
denomination of such Debt Securities; (3) the initial offering price of such
Debt Securities, which may be at a discount, and any discount received by, or
commission paid to, any underwriter or underwriters or selling agent or agents;
(4) the date or dates on which such Debt Securities will mature; (5) the rare,
if any, per annum at which such Debt Securities will bear interest; (6) the
times at which such interest, if any, will by payable;
<PAGE>
(7) the sinking fund, if any; (8) the date, or dates, if any, after which such
Debt Securities may or will be redeemed and the redemption price or prices; (9)
the denominations of such Debt Securities; (10) the portion of the principal
amount of such Debt Securities which shall be payable upon acceleration if other
than the principal amount; (11) the currency of denomination of such Debt
Securities; (12) the designation of the currency or currencies in which payment
of principal of, and interest and premium, if any, on, such Debt Securities will
be made; (13) the manner in which the amount of payments or exchange rates will
be determined with respect to payments of principal of, or interest and premium,
if any, on such Debt Securities related to any index or currency other than the
denominated currency; (14) the designation of any or all underwriters, selling
agents, transfer agents or registrars; (15) the terms and conditions of any
supplemental indentures to the Indenture or orders to the trustee under the
Indenture which may be necessary to effect the issuance of the Debt Securities;
and (16) subject to the terms of the Underwriting Agreement and the Distribution
Agreement hereinafter referred to, the terms and conditions of any underwriting
agreement or selling agent agreement or other agreement with any purchaser or
purchasers of the Debt Securities and Guaranties (collectively, a " Sale
Agreement"); and further
RESOLVED, that the proposed Registration Statement on Form S-3
("Registration Statement") covering the offering of the Debt Securities with
Guaranties under the Securities Act of 1933, as amended (the "Act"), a form
of which has been presented to this meeting and is hereby directed to be filed
with the records of this meeting, be and it hereby is, in all respects,
approved; and further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized in the name and on behalf of the Corporation,
to execute, personally or by attorney, and cause to be filed with the Securities
and Exchange Commission under the Act the Registration Statement in
substantially the form heretofore at this meeting approved, with such changes
and insertions therein as the officer executing the same shall approve, such
approval to be conclusively evidenced by his execution and delivery thereof, and
thereafter to execute, personally or by attorney, and cause to be filed such
amendments, and post effective amendments or supplements to said Registration
Statement (subject to the authority of the Chairman of the Board, the President,
the Chief Financial Officer and the Treasurer of the Corporation, and each of
them, acting alone to take any and all action with respect to the foregoing as
provided in these Resolutions) and to do all such other acts and things and to
execute any and all such other documents as they or he shall deem necessary or
advisable in connection with said registration of the Debt Securities and the
Guaranties and the offering and issuance thereof; and further
RESOLVED, that Carole J. Yaley, Gordon G. Garney and Ralph
N. Johanson, Jr., be, and each of them with full power to act without the others
hereby is, authorized to sign the Registration Statement and any and all
amendments and supplements to such Registration Statement, on behalf of and as
attorneys-in-fact for the Corporation and on behalf of and as attorneys-in-fact
for the principal officers and/or any other
<PAGE>
3
officer of the Corporation, including without limitation the Chairman of the
Board and/or the President and/or each Vice President and/or the Secretary
and/or the Treasurer and/or the Controller of the Corporation; and further
RESOLVED, that for purposes of the Registration Statement,
Carole J. Yaley be, and she hereby is, appointed as the Corporation's agent for
service of process and be named in the Registration Statement and authorized to
receive notices and communications for the Corporation from the Securities and
Exchange Commission in connection with the Registration Statement; and further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized to execute and deliver in the name and on
behalf of the Corporation, an Underwriting Agreement or Agreements or a
Distribution Agreement or Agreements or another Sale Agreement or Agreements in
respect of the sale of all or any part of the Debt Securities and Guaranties
with such underwriters, sales agents or purchasers, if any, as may be designated
as provided in these Resolutions, in substantially the form approved by the
Board of Directors of the Corporation on March 30, 1990, with such changes and
insertions in any such Underwriting Agreement or Distribution Agreement as the
officer executing the same shall subject to the authority of the Chairman of the
Board, the President, the Chief Financial Officer and the Treasurer of the
Corporation, or any of them, acting alone, to take any and all action with
respect to the foregoing as provided in these Resolutions) approve, such
approval to be conclusively evidenced by his execution and delivery thereof; and
further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized to execute and deliver in the name and on
behalf of the Corporation the Guaranties in substantially the forms approved by
the Board of Directors of the Corporation on March 30, 1990; and further
RESOLVED, that the signatures of the officers of the
Corporation authorized to execute the Guaranties may be the manual or facsimile
signatures of the present or any future such authorized officers and may be
imprinted or otherwise reproduced thereon, the Corporation for such purpose
hereby adopting each such facsimile as binding upon it notwithstanding the fact
that at the time the Debt Securities with Guaranties shall be authenticated and
delivered or disposed of, the officer so signing the Guaranties shall have
ceased to be such officer; and further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized to prepare and file from time to time
applications with the New York Stock Exchange and other stock exchanges as the
Corporation may deem appropriate for listing the Debt Securities with Guaranties
on such exchanges, and the proper officers are hereby severally designated to
appear before any department of a stock exchange in connection with such
applications, with authority to make such changes in the applications and to
make such agreements as the proper officers shall deem necessary or proper to
conform with the
<PAGE>
4
requirements of such exchanges or as may be necessary to effect such listing and
in accordance therewith to file on behalf of the Corporation a registration
statement on Form 8-A or such other form as may be necessary with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
with respect to the registration of the Debt Securities and the Guaranties, and
any amendments including post-effective amendments to such registration
statements, in such forms as may be approved by the officers executing the same,
the execution and filing thereof to constitute conclusive evidence of such
approval; and further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized to execute an Indemnification Agreement with
the New York Stock Exchange, and/or any other exchange in such form as may be
required by or acceptable to such exchange, to indemnify or hold harmless such
exchange, its governors, officers and employers, and its subsidiary companies
and any innocent purchaser for value of any Debt Securities and Guaranties
against any and all loss, liability, claim, damages or expenses (whether such
claim be groundless or otherwise) including costs, disbursements and counsel
fees, arising out of acts done in reliance upon the authenticity of the
facsimile signatures of authorized officers of the Corporation resembling or
purporting to be such facsimile signatures; and further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized, in the name and on behalf of the
Corporation, to take any and all action which they or he may deem necessary or
advisable in order to effect the registration or qualification of all or part of
the Debt Securities and the Guaranties, for offer and sale under the securities
or Blue Sky laws of any of the states and other jurisdictions of the United
States of America, and in connection therewith, to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, resolutions, consents
to service of process, appointments of attorneys or agents to receive service of
process, and other papers and instruments as may be required under such laws,
and to take any and all further action which they may deem necessary or
advisable; and further
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized to make all payments of taxes, fees and
expenses and to perform all such acts and things and to sign all such
instruments, documents and certificates, and to take all such other steps, as
they or he may deem necessary, appropriate or proper in connection with the
issuance, sale, authentication and delivery of Debt Securities and Guaranties
from time to time, to carry our the intent and purposes of the foregoing
Resolutions.
<PAGE>
5
I further certify that the foregoing action is now in full
force and effect.
IN TESTIMONY WHEREOF, I have signed my name and affixed the
Corporate Seal at Fairfax, Virginia, this 12th day of November, 1998.
/s/ Carole J. Yaley
--------------------
CAROLE J. YALEY
SECRETARY
MOBIL CORPORATION
<PAGE>
Exhibit 25
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 3O5(b)(2)____
----------------------------------------------------
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
36-4046888
IRS Employer Identification No.
Larry Kusch
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Telephone (312) 228-9446
(Name, address and telephone number of agent for service)
MOBIL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-2850309
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3225 Gallows Road -Room 8B717
Fairfax, Virginia 22037-0001
(Address of Principal Executive Offices) (Zip Code)
Medium Term Notes
(Title of the Indenture Securities)
================================================================================
<PAGE>
FORM T-1
--------
ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee.
(a) Name and address of each examining or supervising authority
to which it is subject.
Comptroller of the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
ITEMS 3-15. Not applicable because, to the best of the Trustee's
knowledge, the Trustee is not a trustee under any other
indenture under which any other securities or
certificates of interest or participation in any other
securities of the obligor are outstanding and there is
not, nor has there been, a default with respect to
securities issued under this indenture.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in
effect, incorporated herein by reference to Exhibit 1 of
Form T-1, Registration No. 333-18235.*
2. A copy of the certificate of authority of the Trustee to
commence business, incorporated herein by reference to
Exhibit 2 of Form T-1, Registration No. 333-18235.*
3. A copy of the certificate of authority of the Trustee to
exercise corporate trust powers, incorporated herein by
reference to Exhibit 3 of Form T-1, Registration
No. 333-18235.*
4. A copy of the existing bylaws of the Trustee, as now in
effect, incorporated herein by reference to Exhibit 4 of
Form T-1, Registration No. 333-18235.*
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, incorporated herein by reference
to Exhibit 6 of Form T-1, Registration No. 333-18235.*
7. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority, filed herewith.
8. Not applicable.
9. Not applicable.
2
<PAGE>
* Exhibits thus designated are incorporated herein by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 filed by the Trustee with
the Securities and Exchange Commission with the specific references noted.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, State of Illinois on the day of November 5, 1998.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Larry Kusch
-------------------------------
Larry Kusch
Assistant Vice President and Assistant Secretary
3
<PAGE>
U.S. Bank Trust National Association cell Date: 06/30/1998 ST-BK: 17-1638
400 North Michigan Avenue
Chicago, IL 60611 Vendor ID: D CERT: 34094
FFIEC 033
Page RC- 1
9
Transit Number: 09600069
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for June 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>
Schedule RC - Balance Sheet
C200
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
----
a. Noninterest-bearing balances and currency and coin (1)_________________________________ 0081.. 11,262 1.a
b. Interest-bearing balances (Z)__________________________________________________________ 0071.. 45,900 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)_____________________________ 1754.. 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)___________________________ 1773.. 3,711 2.b
3. Federal funds sold and securities purchased under agreements to resell____________________ 1350.. 0 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCON
----
(from Schedule RC-C)___________________________________________ 2122.. 0 ...... 4.a
b. LESS: Allowance for loan and lease losses______________________ 3123.. 0 ...... 4.b
c. LESS: Allocated transfer risk reserve__________________________ 3128.. 0 ...... 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)____________________________________ 2125.. 0 4.d
5. Trading assets____________________________________________________________________________ 3545.. 0 5.
6. Premises and fixed assets (including capitalized Leases)__________________________________ 2145.. 110 6.
7. Other real estate owned (from Schedule RC-M)______________________________________________ 2150.. 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)____________________________________________________________________________ 2130.. 0 8.
9. Customers' liability to this bank on acceptances outstanding______________________________ 2155.. 0 9.
10. Intangible assets (from Schedule RC-M)____________________________________________________ 2143.. 46,321 10.
11. Other assets (from Schedule RC-F)_________________________________________________________ 2160.. 2,843 11.
12. Total assets (sum of items 1 through 11)__________________________________________________ 2170.. 110,147 12.
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 06/30/1998 ST-BK: 17-1638 FFIEC: 033
400 North Michigan Avenue Page RC - 2
Chicago, IL 60611 Vendor ID: D CERT: 34094
10
Transit Number: 09600069
</TABLE>
Schedule RC - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
<S> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of RCON
----
columns A and C from Schedule RC-E)______________________________________________2200. . 0 13.a
RCON
(1) Noninterest-bearing (1)_____________________6631. . 0 . . . . . . . . . 13.a.1
(2) Interest-bearing____________________________6636. . 0 . . . . . . . . . 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs____________________ . . . . . . . . .
(1) Noninterest-bearing__________________________________________________________ . . . . . . . . .
(2) Interest-bearing_____________________________________________________________ . . . . . . . . .
14. Federal funds purchased and securities sold under agreements to repurchase__________2800. . 0 14.
15. a. Demand notes issued to the U.S. Treasury_________________________________________2840. . 0 15.a
b. Trading liabilities______________________________________________________________3548. . 0 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less____________________________________2332. . 0 16.a
b. With a remaining maturity of more than one year through three years______________A547. . 0 16.b
c. With a remaining maturity of more than three years_______________________________A548. . 0 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding____________________________2920. . 0 18.
19. Subordinated notes and debentures (2)_______________________________________________3200. . 0 19.
20. Other liabilities (from Schedule RC-G)______________________________________________2930. . 2,793 20.
21. Total liabilities (sum of items 13 through 20) _____________________________________2948. . 2,793 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus______________________________________3838. . 0 23.
24. Common stock_______________________________________________________________________3230. . 1,000 24.
25. Surplus (exclude all surplus related to preferred stock)___________________________3839. . 106,712 25.
26. a. Undivided profits and capital reserves__________________________________________3632. . ( 358) 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities__________8434. . 0 26.b
27. Cumulative foreign currency translation adjustments________________________________ . . . . . . . . .
28. Total equity capital (sum of items 23 through 27)__________________________________3210. . 107,354 28.
29. Total liabilities and equity capital (sum of items 21 and 28)______________________3300. . 110,147 29.
<CAPTION>
Memorandum
<S> <C> <C> <C> <C>
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1997______________6724. . N/A M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited life preferred stock and related surplus.
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Bank Trust National Association Call Date: 06/30/1998 ST-BK: 17-1638 FFIEC: 033
400 North Michigan Avenue
Chicago, IL 60611 Vendor ID: D CERT: 34094 Page RC- 3
11
Transit Number: 09600069
</TABLE>
Schedule RC-A - Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
<TABLE>
C205
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and coin: RCON
----
a. Cash items in process of collection and unposted debits_______________________________0020. . 96 l.a
b. Currency and coin_____________________________________________________________________0080. . 0 1.b
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks___________________________________________0083. . 0 2.a
b. Other commercial banks in the U.S. and other depository institutions in the U.S.______0085. . 57,066 2.b
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks__________________________________________________0073. . 0 3.a
b. Other banks in foreign countries and foreign central banks____________________________0074. . 0 3.b
4. Balances due from Federal Reserve Banks__________________________________________________0090. . 0 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items l.a and 1.b)______0010. . 57,162 5.
<CAPTION>
Memorandum
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. RCON
----
(included in items 2.a and 2.b above)___________________________________________________0050. . 11,166 M.1
</TABLE>
