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As filed with the Securities and Exchange Commission on March 8,1999
REGISTRATION STATEMENT NO. 333-67123
Form T-1 No. 22-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
______________________
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
MOBIL OIL CORPORATION
EMPLOYEE STOCK
OWNERSHIP PLAN TRUST MOBIL CORPORATION
A NEW YORK TRUST A DELAWARE CORPORATION
13-6044149 13-2850309
(I.R.S. EMPLOYER NO.) (I.R.S. EMPLOYER NO.)
3225 Gallows Road
FAIRFAX, VA 22037-0001
TELEPHONE NUMBER (703) 846-3000
Agent for Service
CAROLE J. YALEY, SECRETARY
MOBIL CORPORATION
3225 GALLOWS ROAD
Fairfax, VA 22037-0001
______________________________
Please Send Copies of All Communications To:
RALPH N. JOHANSON, JR., CHARLES S. WHITMAN, III, JAMES F. HAYDEN, ESQ.
ESQ. ESQ. WHITE & CASE L.L.P.
MOBIL CORPORATION DAVIS POLK & WARDWELL 1155 AVENUE OF THE
3225 GALLOWS ROAD 450 LEXINGTON AVENUE AMERICAS
FAIRFAX, VA 22037-0001 New York, NY 10017 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]
______________________________
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY
DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $25,000,000 OF DEBT
SECURITIES AND GUARANTIES OF THE DEBT SECURITIES REGISTERED AND REMAINING
UNISSUED UNDER REGISTRATION STATEMENT NO. 33-34133-01 PREVIOUSLY FILED BY THE
REGISTRANTS, IN RESPECT OF WHICH $6,250 HAS BEEN PAID TO THE COMMISSION AS
FILING FEE.
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS
MOBIL OIL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
TRUST
$500,000,000
DEBT SECURITIES
GUARANTEED BY
MOBIL CORPORATION
This prospectus provides you with a general description of the securities
we may offer. We will provide specific terms of these securities in supplements
to this prospectus.
______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
______________
Once the registration statement is declared effective, the date of the
prospectus will be inserted here.)
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>
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus...................................... 2
Mobil Corporation.......................................... 3
Mobil Oil Corporation Employee Stock Ownership Plan Trust.. 4
Where You Can Find More Information........................ 5
Use of Proceeds............................................ 6
Description of Securities.................................. 7
Plan of Distribution....................................... 13
Legal Opinions............................................. 13
Experts.................................................... 14
</TABLE>
_____________________________
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $500,000,000. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More
Information".
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MOBIL CORPORATION
GENERAL
Mobil, the guarantor of the debt securities, was incorporated in the State
of Delaware in March 1976 and operates primarily as a holding company. Its
principal executive offices are located at 3225 Gallows Road, Fairfax, VA 22037-
0001 (Telephone (703) 846-3000).
Mobil's principal business, which is conducted primarily through wholly
owned subsidiaries, is in the U.S. and international energy industries. It has
many affiliates throughout the world -- separately incorporated and
independently operated -- that are engaged in petroleum operations. Mobil is
also involved in chemicals. Mobil, through its consolidated subsidiaries, has
business interests in about 140 countries and employed approximately 42,700
people worldwide at December 31, 1997.
Mobil Oil Corporation is a wholly-owned direct subsidiary of Mobil
Corporation and is Mobil's principal operating subsidiary in the United States.
RATIO OF EARNINGS TO FIXED CHARGES
Mobil's ratios of earnings to fixed charges (unaudited) are as follows:
Year Ended December 31,
-------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
Mobil Corporation......................... 5.7(a) 5.3 5.9 7.8 8.1
___________
(a) Excludes the favorable effect of $205 million of interest benefits from the
resolution of prior-period tax issues.
These computations include Mobil, its consolidated subsidiaries and
companies accounted for using the equity method. We determine "earnings" by
(a) adding "total fixed charges", which excludes capitalized interest, to
earnings from continuing operations before income taxes;
(b) subtracting from the total in (a) above the equity in undistributed
earnings; and
(c) adding back losses of companies that we accounted for using the equity
methods.
"Total fixed charges" consist of:
. interest on all indebtedness;
. amortization of debt discount or premium;
. capitalized interest; and
. an interest factor attributable to rents.
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Fixed Charges exclude interest expense attributable to debt issued by the ESOP
Trust and guaranteed by Mobil. The amounts excluded were:
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997
---- ---- ---- ---- -----
(in millions)
<S> <C> <C> <C> <C>
$ 31 $ 37 $ 28 $ 24 $ 29
---- ---- ---- ---- ----
</TABLE>
MOBIL OIL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST
The ESOP Trust, the issuer of the securities, is part of the Employee
Savings Plan of Mobil Oil Corporation. The Savings Plan provides eligible
employees of Mobil and its participating subsidiaries with an equity interest in
Mobil. Banker's Trust Company is the trustee of the ESOP Trust and holds the
assets of the ESOP in trust for the benefit of participants in the ESOP.
The ESOP's assets are invested in shares of convertible preferred stock of
Mobil. These shares were acquired from Mobil in 1989 for approximately $800
million with the proceeds of a bank loan. In 1990, the ESOP Trust refinanced the
bank loan with the proceeds received from the issuance of $800,000,000 9.17%
sinking fund debentures due 2000. The sinking fund debentures are guaranteed by
Mobil. The ESOP allocates shares of preferred stock to its participants as a
percentage of their salary and for reinvestment of dividends on previously
allocated shares. As of January 31, 1999 the assets of the ESOP Trust consisted
principally of 164,354 shares of preferred stock, of which 88,972 shares have
been allocated to participants' accounts.
Since the dividends paid on the preferred stock may not be sufficient for
the ESOP Trust to make payments of principal and interest on its outstanding
debt when due, the indenture relating to the securities provides that Mobil will
make additional cash contributions to the ESOP Trust so that the ESOP Trust can
make principal and interest payments on the securities when due. Holders of the
securities will have extremely limited recourse against the ESOP Trust and
should not rely on the ESOP Trust in making any decision to purchase the
securities. Instead, Mobil will unconditionally guarantee the ESOP Trust's
obligations to pay principal and interest on the debt securities. In addition,
in the event the ESOP Trust is terminated by Mobil, Mobil will directly assume
the obligation to
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pay principal and interest on the securities and the other obligations of ESOP
Trust under the indenture.
THE PREFERRED STOCK
Although you should rely primarily on Mobil's guarantee of the ESOP Trust's
obligations to pay principal and interest on the debt securities when you make
your investment decision, we have included the following description of the
preferred stock since you may be able to have recourse to it. See "Description
of Securities ---- Limited Recourse". We have also filed a copy of the
Certificate of Designation, Preferences and Rights of Series B ESOP Convertible
Preferred Stock, which we filed with the Secretary of State of the State of
Delaware on November 22, 1989, with the SEC as an exhibit to our registration
statement on Form S-3 (File No. 33-32651).
. Only the ESOP Trustee or other similar trustee may hold the preferred
stock. Any time the preferred stock is transferred by any trustee, the
preferred stock automatically converts into Mobil common stock.
. Each share of the preferred stock is convertible into 100 shares of
Mobil common stock at a conversion price of $38.875 per share of
common stock.
. Each share of preferred stock has a liquidation price of $3,887.50.
. The conversion price and liquidation price automatically adjust to
prevent dilution if Mobil issues additional common stock in connection
with a stock split or stock dividend or at prices less than the
current market value.
. The preferred stock ranks higher than Mobil's Series A Junior
Participating Preferred Stock, the only other series of preferred
stock currently authorized.
THE OUTSTANDING DEBT SECURITIES
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In addition to the outstanding sinking fund debentures, the ESOP Trust
filed a registration statement in 1990 with the SEC pursuant to which the ESOP
Trust proposed to offer up to $300,000,000 debt securities guaranteed by Mobil.
The ESOP Trust has used that registration statement to issue $275,000,000 of
medium-term notes from time to time to refinance the sinking fund debentures.
On February 4, 1999, the ESOP Trust entered into a commercial paper program
pursuant to which the ESOP Trust may issue up to $500,000,000 of private placed
commercial paper notes. On March 1, 1999, the ESOP Trust issued $118,000,000 of
commercial paper to refinance a portion of the sinking fund debentures and three
medium-term notes. As of the date of this prospectus, $205,000,000 of medium-
term notes, $132,700,000 of sinking fund debentures and $118,000,000 of
commercial paper notes are outstanding. The medium-term notes, the sinking fund
debentures and the commercial paper rank equally with the debt securities being
offered with this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Mobil files annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy this information at the
public reference facilities of the SEC, in Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New
York, N.Y. 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661. You can access these materials electronically by means
of the SEC's home page on the Internet (http:\\www.sec.gov). You can also
inspect these materials at the New York Stock Exchange. You can obtain copies
from the SEC by mail at prescribed rates. Requests should be directed to the
SEC's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Mobil Savings Plan files an annual report with the SEC which contains
information with respect to the ESOP Trust.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information we incorporate by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the following documents which have been filed by Mobil with the SEC
(File No. 1-7555):
. Mobil's Annual Report on Form 10-K for the year ended December 31, 1997;
. Mobil's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
. Mobil's Current Reports on Form 8-K filed on January 28, February 4,
April 9, April 22, July 22, October 28, November 27, December 2, 1998
and January 27, 1999.
We also incorporate by reference the following document which has been
filed by the Savings Plan with the SEC (File No. 33-18130):
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. The Savings Plan's Annual Report on Form 11-K for the fiscal year
ended January 31, 1998.
We also incorporate by reference all documents filed by Mobil, the ESOP
Trust or the Savings Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and before we stop offering the
debt securities from the date those documents are filed with the SEC.
You may obtain copies of these documents without charge from the Secretary
of Mobil, 3225 Gallows Road, Fairfax, VA 22037-0001 (telephone number (703) 846-
3000). Copies of the above Mobil documents may also be accessed electronically
on Mobil's home page on the Internet (http:\\www.mobil.com).
USE OF PROCEEDS
The ESOP Trust will use the proceeds of the sale of any of the debt
securities to refinance its debt. Sale proceeds may be held in cash or invested
in cash equivalents until the proceeds are used to refinance other debt.
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DESCRIPTION OF SECURITIES
The securities will be issued under an indenture, dated February 1, 1990,
among the ESOP Trust, Mobil and Continental Bank, National Association, as
trustee. We have described the material provisions of the indenture below. The
indenture has been incorporated by reference as an exhibit to this registration
statement and you should read the indenture for provisions that may be important
to you. In the summary below, we have included references to the section numbers
in the indenture so that you can easily locate those provisions.
TERMS OF THE SECURITIES
The debt securities will rank equally with all of the ESOP Trust's other
unsecured and unsubordinated debt. The indenture does not limit the amount of
debt the ESOP Trust may issue under the indenture or otherwise. The prospectus
supplement, including any pricing supplement, will set forth some or all of the
following terms of any series of any debt securities:
. the title of the debt securities;
. the total principal amount of the debt securities;
. the date or dates on which the ESOP Trust will pay the principal on
the debt securities;
. the interest rate at which the debt securities will bear interest or
that the securities are non-interest bearing original issue discount
securities;
. the dates from which interest will accrue and on which the interest
will be payable;
. the record date for the interest payable on any interest payment date;
. the basis upon which the interest will be calculated if other than a
360-day year of twelve 30-day months;
. the method of payment for the principal of and interest on the debt
securities;
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. any provisions that would obligate us to repurchase or otherwise
redeem the securities;
. any payments due if the maturity of the debt securities is
accelerated;
. any index used to determine the amount of payments of principal of and
interest on the debt securities; and
. any other terms of the debt securities, which may modify or delete any
provision of the indenture as it applies to that series. (Sections
2.01 and 2.02.)
The ESOP Trust may issue and sell securities to investors at a discount from
their principal amount. The IRS may deem these discount securities as "original
issue discount securities" for United States federal income tax purposes. The
prospectus supplement will describe any special federal income tax, accounting
or other considerations relating to an investment in discount securities,
including the amount that would be payable by the ESOP Trust or Mobil if the
holders were to accelerate the maturity of the discount securities upon an event
of default.
GUARANTY
Mobil will fully and unconditionally guarantee the payment of principal and
interest on the securities. Under the guaranties Mobil waives the right to
require any holder of securities to proceed first against the ESOP Trust. 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 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.)
FORMS OF THE SECURITIES
The securities will be issued in fully registered form and, unless
otherwise indicated in the prospectus supplement, will be issued in
denominations of $1,000 and integral multiples thereof. The securities may also
be issued pursuant to a book-entry system. If securities are issued pursuant to
a book-entry system, the securities will be deposited with a depositary which
will be named in the prospectus supplement and you will not receive a
certificate registered in your name representing your securities.
TRANSFER AND EXCHANGE OF THE SECURITIES
If you receive a certificate representing your securities, you may transfer
those securities by surrendering the certificate to the indenture trustee or any
other transfer agent the ESOP Trust appoints. The transfer agent will then
register the securities in the name of your transferee and deliver a new
certificate to that person. You may also exchange your certificate for other
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certificates in authorized denominations. You should refer to the prospectus
supplement or pricing supplement for the record dates for interest payments,
since interest will be paid to the person in whose name the securities were
registered on the record date, even if the securities were transferred or
exchanged subsequently. (Section 2.08.)
COVENANTS
The ESOP Trust has agreed to pay the principal of and interest on the
securities on the dates and in the manner provided in the indenture. (Section
4.01.)
Mobil has agreed to file with the indenture trustee copies of the annual
reports and information, documents and other reports which Mobil or the ESOP
Trust may be required to file with the SEC or comparable information if Mobil is
not required to file this information, documents and reports. (Section 4.02.)
In addition, Mobil has agreed to make, or cause one of its subsidiaries to
make, cash contributions to the ESOP Trust on or prior to each date on which
payment of principal of or interest on the securities is due in amounts which,
together with any other assets available for payment, will be sufficient to
timely make principal or interest payments. This covenant is subject to the
following exceptions:
. if Mobil Oil terminates, modifies or amends the Savings Plan, the ESOP
or the ESOP Trust; or
. if a contribution by Mobil is inconsistent with the requirements of
ERISA or the Internal Revenue Code.
If Mobil cannot or does not make these cash contributions to the ESOP Trust, the
obligations of Mobil pursuant to the guaranties shall continue in full force and
effect as described under "Guaranty" above. (Section 4.03.)
SUCCESSORS
Neither the ESOP Trust nor Mobil may merge into any other entity, or
transfer or lease substantially all of its assets to another entity unless:
. the successor entity assumes all the obligations of its predecessor
under the indenture and the debt securities or the guaranties, as the
case may be; and
. as a result of the transaction, no event of default will have occurred
and be continuing; and,
. as to Mobil, its successor shall be a United States corporation.
(Section 5.01 and 5.02.)
Mobil or one of its a subsidiaries may assume the payment of the principal of
and interest on all securities issued under the indenture and the performance of
every covenant of the indenture on behalf of the ESOP Trust. Upon an assumption,
Mobil or the applicable subsidiary shall have the
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same rights and obligations as the ESOP Trust under the indenture, and the ESOP
Trust shall be released from its liability under the indenture. (Section 5.03.)
DISCHARGE OF INDENTURE
The ESOP Trust and Mobil reserve the right to terminate their obligations
under the indenture, the securities, the guaranties, or the securities of any
series, including the guaranties for that series. In order to terminate their
obligations, the ESOP Trust and/or Mobil must irrevocably deposit with the
indenture trustee cash or U.S. government securities sufficient to pay, when
due, the principal of and any interest on all the securities or all the
securities of a series, as the case may be. The indenture trustee will apply the
deposited money and the money from the U.S. government securities to the payment
of principal of and interest on the securities of each series in respect of
which the deposit was made. (Sections 8.01 and 8.02.)
EVENTS OF DEFAULT
The following events are examples of events of default with respect to the
securities:
. we fail to pay interest when due on any security of that series for 30
days;
. we fail to pay principal of any security of that series;
. we fail to comply with any of our other agreements with respect to the
securities of that series and the failure continues for 90 days after
we receive notice; and
. events of bankruptcy or insolvency of Mobil;
A payment default with respect to one series is not a default with regard to any
other series of securities issued pursuant to the indenture. (Section 6.01.)
If an event of default occurs with respect to debt securities of any series
and is continuing, the indenture trustee or the holders of at least 25% in
principal amount of all of the outstanding securities of that series may declare
the principal of, and any accrued interest on, all the securities of that series
to be due and payable. Securities of all other series will not be affected. If
the securities of a series are original issue discount securities, the terms of
those securities will specify what portion of the principal amount may be
declared due and payable. An acceleration will not be enforceable against the
ESOP Trust or the assets thereof, but the limitation on enforceability will not
prevent any holder from enforcing that holder's rights against Mobil under the
guaranties, giving full effect to the acceleration. (Section 6.02.)
Holders of securities may not enforce the indenture, the securities of any
series or the guaranties except as provided in the indenture. (Section 6.06.)
The indenture trustee may require indemnity satisfactory to it before it
enforces the indenture, the securities or the guaranties. (Section 7.01(e).)
Holders of a majority in principal amount of the securities of each series
affected may direct the indenture trustee to use its trust powers with respect
to securities of that series. However, the indenture trustee may refuse to
follow any direction that conflicts with law or is unduly prejudicial to the
holders of the securities. (Section 6.05.) The indenture trustee may withhold
from holders of securities notice of any continuing
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default, except a default in payment of principal or interest, if it determines
that withholding notice is in their interests. (Section 7.05.)
AMENDMENT AND WAIVER
The ESOP Trust, Mobil and the indenture trustee may modify the indenture
and the securities with the consent of the holders of a majority in principal
amount of the outstanding securities of each series affected by the
modification. 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 a waiver. However, without the consent of each affected holder of securities,
the ESOP Trust, Mobil and the indenture trustee may not:
. reduce the amount of securities whose holders must consent to a
modification;
. reduce the interest rate or change the time for payment of interest on
any security;
. reduce the principal of, or change the fixed maturity of, any
security;
. waive a default in the payment of principal or interest; or
. make any security payable in a currency other than that stated in the
security. (Section 9.02.)
The ESOP Trust, Mobil and the indenture trustee may be amend or supplement
the indenture without the consent of any holder of securities:
. to cure any ambiguity, defect or inconsistency in the indenture or in
the securities of any series;
. to secure the securities;
. to provide for the assumption of all the obligations of Mobil under
the indenture and the guaranties in connection with a merger or
transfer or lease of substantially all of Mobil's assets;
. to provide for the assumption by Mobil or one of its subsidiaries of
all obligations of the ESOP Trust under the securities and the
indenture;
. to provide for the issuance of a series of securities;
. to provide for uncertificated securities in addition to or in place of
certificated securities;
. to add to rights of holders of securities or surrender any right or
power of the ESOP Trust or Mobil; or
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. to make any change that does not adversely affect the rights of any
holder of securities. (Section 9.01.)
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 Savings Plan or the ESOP, except
that the holders generally will have rights to payment out of the following
assets of the ESOP Trust:
. cash contributions made by Mobil or its subsidiaries to the ESOP Trust
to enable it to meet its obligations under the securities and earnings
attributable to the contributions; and
. employer securities not allocated to the accounts of participants in
the ESOP Trust, and earnings thereon, to the extent permitted by ERISA
and the Internal Revenue Code.
The Savings Plan includes both the ESOP Trust and other assets unrelated to
and held separately from the ESOP Trust. Although the other assets will be
reflected in the Savings Plan's annual financial statements, holders of
securities will have no recourse against the other assets.
The ESOP Trustee has executed the indenture and will execute the securities
solely in its capacity as trustee under the trust agreement and with the
agreement of Mobil. Neither the ESOP Trustee nor any director, officer, employee
or stockholder of the ESOP Trustee or of Mobil nor any assets of the Savings
Plan which are not part of the ESOP Trust shall have any liability for any
obligation of the ESOP Trust or Mobil. Each holder of securities by accepting a
security will be deemed to waive and release all of this liability.
Notwithstanding the foregoing, the obligations of Mobil pursuant to the
guaranties shall continue in full force and effect as described above.
It is possible that the ESOP Trust may be prevented by the provisions of
the Internal Revenue Code and ERISA from applying its assets to the repayment of
securities. For example, an acceleration is not enforceable against the ESOP
Trust or its assets, but this limitation does not prevent any holder from
enforcing its rights against Mobil under the guaranties, giving full effect to
the acceleration. (Section 6.02)
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CONCERNING THE INDENTURE TRUSTEE
U.S. Bank Trust National Association succeeded Continental Bank as the
indenture trustee. Mobil and some of its affiliates maintain banking
relationships in the ordinary course of business with the indenture
trustee.
GOVERNING LAW
The indenture, the securities and the guaranties will be governed by and
construed in accordance with the laws of the State of New York.
PLAN OF DISTRIBUTION
The ESOP Trust may sell the securities directly to purchasers, through
agents, dealers or underwriters or through a combination of any of these methods
of sale.
The ESOP Trust may distribute the securities from time to time in one or
more transactions:
. at a fixed price or prices, which may be changed;
. at market prices prevailing at the time of sale;
. at prices related to prevailing market prices; or
. at negotiated prices.
Offers to purchase securities may be solicited directly by the ESOP Trust
or its agents may solicit offers to purchase the securities from time to time.
The prospectus supplement will include the name of any agent involved in the
offer or sale of the securities, and any commissions payable by Mobil to that
agent. If indicated in the prospectus supplement, agents of the ESOP Trust may
also solicit offers from institutional investors to enter into contracts with
the ESOP Trust to purchase securities from the ESOP Trust at a future date. Any
such delayed delivery arrangements will be described in the prospectus
supplement.
If a dealer is used in the sale of the securities, the ESOP Trust will sell
the securities to the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by that dealer at
the time of resale.
If an underwriter or underwriters are used in the sale of the securities,
the ESOP Trust and Mobil will enter into an underwriting agreement with that
underwriter or underwriters at the time of sale to them and the names of the
underwriters will be set forth in the prospectus supplement, which will be used
by the underwriters to make resales of the securities.
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The ESOP Trust and Mobil may enter into agreements to indemnify
underwriters, dealers, agents and other persons against civil liabilities,
including liabilities under the Securities Act.
LEGAL OPINIONS
Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance and Securities
of Mobil, has issued an opinion on the legality of the securities and the
guaranties. Mr. Johanson has an interest in Mobil securities.
On behalf of dealers, underwriters or agents, Davis Polk & Wardwell will
issue a legal opinion in connection with the offering of the securities and the
guaranties.
EXPERTS
Ernst & Young LLP, independent auditors, have audited Mobil's consolidated
financial statements included in Mobil's Annual Report on Form 10-K for the year
ended December 31, 1997, as set forth in their report, which is incorporated in
this registration statement by reference. Mobil's consolidated financial
statements are incorporated by reference in reliance upon their report given
upon the authority of the firm as experts in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited the Savings Plan's
financial statements included in the Savings Plan's Annual Report on Form 11-K
for the fiscal year ended January 31, 1998, as set forth in their report, which
is incorporated in this registration statement by reference. The Savings Plan's
financial statements are incorporated by reference in reliance upon their report
given upon the authority of the firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee..................................... $ 132,050
Rating Agency Fees................................................................ 50,000*
Fees and Expenses of Indenture Trustee............................................ 5,000*
Printing and Engraving Securities................................................. 5,000*
Printing and Distribution of Registration Statement, Prospectus, Prospectus
Supplements, Distribution Agreement, Underwriting Agreement, Indenture
and Miscellaneous Material................................................... 50,000*
Accountants' Fees and Expenses.................................................... 40,000*
Legal Fees and Expenses........................................................... 50,000*
Blue Sky Fees and Expenses........................................................ 30,000*
Miscellaneous Expenses............................................................ 50,000*
---------
Total........................................................................ $ 412,050*
=========
</TABLE>
__________
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the provisions of Article VI of Mobil's By-Laws filed
as Exhibit 3-b hereto.
Section 145 of the General Corporation Law of Delaware, to which reference is
hereby made, contains provisions for the indemnification of directors and
officers on terms substantially identical to those contained in Mobil's By-Laws.
Mobil has obtained a Directors and Officers liability insurance policy,
effective November 1, 1997, issued by National Union Fire Insurance Company, and
excess insurance policies issued by various commercial underwriters effective
the same or later dates, pursuant to which the directors and certain officers of
Mobil are insured against certain liabilities they may incur in their respective
capacities.
Mobil has obtained a pension trust liability policy, effective May 1, 1996,
issued by National Union Fire Insurance Company, pursuant to which Mobil, the
Savings 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,
16
<PAGE>
or (ii) arising out of certain statements or omissions in any registration
statement or prospectus or any amendment or supplement.
Any agents, dealers or underwriters, who execute any of the agreements filed as
Exhibit 1-a or 1-b to this registration statement, will agree to indemnify
Mobil's directors and officers and the ESOP Trust and its affiliates against
certain liabilities which might arise under the Securities Act from information
furnished to Mobil by or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS.
1-a Form of Underwriting Agreement. Incorporated by reference to Exhibit 1-a
to Registration Statement on Form S-3 (No. 33-34133-01) filed April 2,
1990.
1-b Form of Distribution Agreement. Incorporated by reference to Exhibit 1-b
to Registration Statement on Form S-3 (No. 33-34133-01) filed April 2,
1990.
3-a Copies of the following: (i) Certificate of Incorporation of Mobil
Corporation, as amended, in effect May 20, 1997. Incorporated by reference
to Exhibit 3(i).1 filed on Form 8-K, July 11, 1997; (ii) Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock of Mobil Corporation dated April 25, 1986. Incorporated by
reference to Exhibit 3-(a)(ii) to the Registration Statement on Form S-3
(No. 33-32651), filed under Form SE dated December 14, 1989; and (iii)
Certificate of Designation, Preferences and Rights of Series B ESOP
Convertible Preferred Stock of Mobil Corporation, as amended in effect May
20, 1997. Incorporated by reference to Exhibit 3(i).2 filed on Form 8-K,
July 11, 1997.
3-b Copy of By-Laws of Mobil Corporation as amended to February 27, 1998.
Incorporated by reference to Exhibit 3.4 filed on Form 8-K, April 9, 1998.
4-a Indenture dated as of February 1, 1990 among Mobil Oil Corporation
Employee Stock Ownership Plan Trust, Mobil Corporation and Continental
Bank, National Association. Incorporated by reference to Exhibit 4-a to
Amendment No. 1 to Registration Statement on Form S-3 (No. 33-32651) filed
February 13, 1990.
4-b Forms of Securities. Incorporated by reference to Exhibit 4-b to
Registration Statement on Form S-3 (No. 33-34133-01) filed April 2, 1990.
5* Opinion of Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil Corporation, as to the legality of the securities
and the guaranties to be issued.
12* Computation of Ratio of Earnings to Fixed Charges (Unaudited).
23-a* Consent of Ralph N. Johanson, Jr., Managing Counsel, Corporate, Finance
and Securities of Mobil Corporation, is contained in his opinion filed as
Exhibit 5.
23-b* Consent of Ernst & Young LLP, Independent Auditors.
24-a* Powers of Attorney -- Mobil Corporation.
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24-b* Certified copy of Resolution of the Board of Directors of Mobil
Corporation.
25* Statement of Eligibility of Trustee.
99 Mobil Oil Corporation Employee Stock Ownership Plan Trust Agreement dated
November 21, 1989. Incorporated by reference to Exhibit 28 to
Registration Statement on Form S-3 (No. 33-32651) filed under Form SE on
December 14, 1989.
______________
* Previously filed.
ITEM 17. UNDERTAKINGS.
Each undersigned registrant hereby undertakes, with respect to itself, as
appropriate:
(a)(1) to file during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(I) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
such registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(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
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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.
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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 8/th/ day of March, 1999.
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/ Frank Eipper
-------------------
Frank Eipper, Vice President
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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 8/th/ day
of March, 1999.
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:
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.
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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.
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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.
_______________
* Previously filed.
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