<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
EXXON CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<CAPTION>
NEW JERSEY 22-2219850
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
<S> <C>
222 E. JOHN W. CARPENTER FREEWAY, 75062-2298
IRVING, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
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EXXON CORPORATION
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
NEW JERSEY 13-5409005
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
<S> <C>
222 E. JOHN W. CARPENTER FREEWAY, 75062-2298
IRVING, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
6% Guaranteed Notes Due July 1, 2005 New York Stock Exchange
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
________________________________________________________________________________
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The 6% Guaranteed Notes Due July 1, 2005 (the 'Notes'), issued by the
registrant and guaranteed by the co-registrant, are to be registered hereby. A
description of the Notes is contained on the cover and under the caption
'Description of Notes' on page S-2 of the Prospectus Supplement and under the
caption 'Description of Debt Securities' on pages 3 through 8, inclusive, of the
Prospectus, each dated June 30, 1993, which are filed with the Securities and
Exchange Commission under Rule 424(b) as a supplement to the Registration
Statement on Form S-3 (No. 33-48919) of the registrants. Such description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
See Index to Exhibits
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each of the registrant and the co-registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
EXXON CAPITAL CORPORATION
(Registrant)
/S/ P.A. HANSON
By ..................................
P.A. HANSON
TREASURER
EXXON CORPORATION
(Co-Registrant)
/S/ FRANK A. RISCH
By ..................................
FRANK A. RISCH
ASSISTANT TREASURER
Dated: September 1, 1994
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
1. Specimen of the 6% Guaranteed Notes Due July 1, 2005.
2. The form of the Indenture relating to the 6% Guaranteed Notes Due July 1, 2005, filed as Exhibit 4(a) to the
Registration Statement on Form S-3 (No. 33-48919) of the registrants, is incorporated herein by reference.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
REGISTERED REGISTERED
NUMBER DOLLARS
R- $
</TABLE>
EXXON CAPITAL CORPORATION
6% GUARANTEED NOTE DUE JULY 1, 2005
EXXON CAPITAL CORPORATION, a New Jersey corporation (herein called the
'Company', which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
SPECIMEN
<TABLE>
<S> <C>
6% 6%
DUE 2005 DUE 2005
</TABLE>
or registered assigns,
the principal sum of
DOLLARS
on July 1, 2005, and to pay interest on said principal sum on January 1 and July
1 of each year, commencing January 1, 1994 (each an 'Interest Payment Date'), at
the rate of 6% per annum from the January 1 or the July 1, as the case may be,
next preceding the date of this Note to which interest has been paid, unless the
date hereof is a date to which interest has been paid, in which case from the
date of this Note, or unless no interest has been paid on this Note, in which
case from July 8, 1993, until payment of said principal sum has been made or
duly provided for. The interest so payable on any Interest Payment Date will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof be paid to the person in whose name this Note is registered at
the close of business on the December 15 or June 15, as the case may be, next
preceding such Interest Payment Date. Such payments of principal and interest
shall be made in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts and will be made at the agency of the Company for such purpose in the
Borough of Manhattan, The City of New York which, subject to the right of the
Company to vary or terminate the appointment of any such agency, shall be
initially at the principal corporate trust office of Citibank, N.A., provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address
shall appear on the Debt Security register of the Company.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
Neither this Note nor the Guarantee endorsed hereon shall be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been signed by the Trustee or the Authenticating Agent under the Indenture
referred to on the reverse hereof.
Dated: IN WITNESS WHEREOF, EXXON
CAPITAL CORPORATION has caused this instrument to be signed by facsimile by its
duly authorized officers and has caused a facsimile of its corporate seal to be
affixed hereunto or imprinted hereon.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned indenture.
CITIBANK, N.A.
as Trustee
By
Authorized Signatory
[CORPORATE SEAL OF EXXON CAPITAL CORP.]
EXXON CAPITAL CORPORATION
By By
ANDREA L. MACDONALD R. A. ROSENBERG
Assistant Treasurer Vice President
<PAGE>
EXXON CAPITAL CORPORATION
6% GUARANTEED NOTE DUE JULY 1, 2005
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter called the 'Debt
Securities') of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of August 19, 1992 (herein called
the 'Indenture'), duly executed and delivered by the Company and Exxon
Corporation, a New Jersey corporation (the 'Guarantor'), to Citibank, N.A.,
Trustee (herein called the 'Trustee'), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties, and immunities thereunder of the
Trustee, the Company, the Guarantor and the Holders of the Debt Securities and
any coupons appertaining thereto. The Debt Securities may be issued in one or
more series which different series may be issued in registered or bearer form,
or both, in various aggregate principal amounts, may be denominated and payable
in U.S. dollars, foreign currency or units based on or relating to currencies
(including European Currency Units (ECU), may mature at different times, may
bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking fund (if
any) or analogous obligations (if any), may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture provided. This
Note is secure, a series designated as the 6% Guaranteed Notes Due July 1, 2005
of the Company, limited in aggregate principal amount to $250,000,000.
The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000. As provided in the
Indenture, and subject to certain limitations therein set forth. Notes in
registered form are exchangeable for a like aggregate principal amount of Notes
in registered form of other authorized denominations, as requested by the Holder
surrendering the same at the agency of the Company in the Borough of Manhattan.
The City of New York. No service charge shall be made for any such exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Notes are direct, unsecured obligations of the Company ranking pari
passu with all other unsecured and unsubordinated indebtedness of the Company.
In case an Event of Default (as defined in the Indenture), with respect to
the 6% Guaranteed Notes Due July 1, 2005, which have occurred and be continuing,
the principal hereof may be declared, and upon such declaration, shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.
Section 11.06(b) of the Indenture permits the Guarantor or any Related
Partnership or Subsidiary of the Guarantor to assume the due and punctual
payment of the principal of (including any amount in respect of original issue
discount on) and interest on the Notes according to their tenor and the due and
punctual performance of all of the covenants and obligations of the Company
under the Notes. To exercise any such opinion either the Company or the
Guarantor must deliver to the Trustee (i) an opinion of recognized counsel to
the effect that such assumption would not cause the Holders of the Notes to
realize income, gain or loss for Federal income tax purposes or (ii) a ruling to
such effect received from or published by the United States Internal Revenue
Service.
The Indenture contains provisions permitting the Company (when authorized
by a resolution of its Board of Directors), the Guarantor (when authorized by a
resolution of its Board of Directors) and the Trustee, with the consent of the
Holders of not less than 66 2/3% in aggregate principal amount of the Debt
Securities at the time Outstanding (as defined in the Indenture) of all series
to be affected (acting as one class), evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Debt Securities of each such series or of any coupons appertaining to such
Debt Securities; provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any Debt Security or reduce the rate or extend
the time of payment of any interest thereon, or reduce the principal amount
thereof (including any amount in respect of original issue discount), or any
premium thereon, or make the principal thereof (including any amount in respect
of original issue discount), or any interest or premium thereon payable in any
coin or currency other than that provided in the Debt Securities and in any
coupons appertaining thereto or in accordance with the terms thereof or reduce
the amount of the principal of an Original issue
<PAGE>
Discount Security that would be due and payable upon redemption or upon an
acceleration of the maturity thereof pursuant to Section 6.01 of the Indenture
or the amount thereof provable in bankruptcy pursuant to Section 6.02 of the
Indenture or adversely affect the right of repayment, if any, at the option of
the Holder, without the consent of the Holder of each Debt Security so affected,
or (ii) reduce the aforesaid percentage of Debt Securities, the Holders of which
are required to consent to any such supplemental indenture, without the consent
of the Holder of each Debt Security affected, or (iii) modify or affect in any
manner adverse to the Holders of the Debt Securities of any series the terms and
conditions of the obligation of the Guarantor in respect of the due and punctual
payment of the principal of (including any amount in respect of original issue
discount), premium, if any, or interest, if any, on the Debt Securities of such
series or the due and punctual payment of the sinking fund payments, if any, or
analogous obligations, if any, provided for in the Indenture or in such Debt
Securities, without the consent of the Holders of all Debt Securities of such
series so affected. It is also provided in the Indenture that, with respect to
certain defaults or Events of Default regarding the Debt Securities of any
series, prior to any declaration accelerating the maturity of such Debt
Securities, the Holders of a majority in aggregate principal amount Outstanding
of the Debt Securities of such series (or, in the case of certain defaults or
Events of Default, all or certain series of the Debt Securities) may on behalf
of the Holders of all of the Debt Securities of such senses (or all or certain
series of the Debt Securities, as the case may be) waive any such past default
or Event of Default and its consequences. The preceding sentence shall not,
however, apply to a default in the payment of the principal of (including any
amount in respect of original issue discount), premium, if any, or interest, if
any, on the Debt Securities. Any such consent or waiver by the Holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future holders and owners of this Note and
any Note which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof in regard thereto is made upon this Note
or such other Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, upon surrender of this Note for registration of transfer at the
agency of the Company in the Borough of Manhattan. The City of New York (duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the registered
Holder hereof or his attorney duly authorized in writing), a new registered Note
or Notes of authorized denominations and for an equal aggregate principal amount
will be issued to the designated transferee or transferees in exchange herefor.
No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Company, the Guarantor, the Trustee, any Authenticating Agent, any
paying agent, any transfer agent, any Debt Security registrar and any other
authorized agent of the Company or the Trustee may treat the registered Holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment of, or on account of, the principal hereof
and, subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Company, the Guarantor, the Trustee, any
Authenticating Agent, any paying agent, any transfer agent, any Debt Security
registrar nor any other authorized agent of the Company or the Trustee shall be
affected by any notice to the contrary.
The Indenture, this Note and the Guarantee endorsed hereon shall be deemed
to be contracts made under the laws of the State of New York, and for all
purposes shall be governed by, and construed in accordance with, the laws of
such State.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the indenture.
<PAGE>
GUARANTEE OF EXXON CORPORATION
For value received, EXXON CORPORATION, a New Jersey corporation (herein
called the 'Guarantor'), hereby unconditionally guarantees to the Holder (as
defined in the Indenture referred to in the Note upon which this Guarantee is
endorsed) of the Note upon which this Guarantee is endorsed the due and punctual
payment of the principal of and interest on such Note, when and as the same
shall become due and payable whether at maturity or upon declaration or
otherwise, according to the terms thereof and the Indenture referred to therein.
In case of default by EXXON CAPITAL CORPORATION, a New Jersey corporation (the
'Company'), in the payment of any such principal or interest, the Guarantor
agrees duly and punctually to pay the same. The Guarantor hereby agrees that its
obligations hereunder shall be absolute and unconditional, irrespective of any
extension of the time for payment of such Note, any modification of such Note,
any invalidity, irregularity or unenforceability of such Note or such Indenture,
any failure to enforce the same, or any waiver, modification or indulgence
granted to the Company with respect thereto by the Holder of such Note or by the
Trustee under such Indenture, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice
with respect to such Note or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the principal of an interest on such Note.
This Guarantee is issued subject to the provisions of the Indenture
referred to above, and each Holder of Note upon which this Guarantee is
endorsed, by accepting the same, agrees to and shall be bound by such
provisions.
The Guarantor shall be subrogated to all rights of the Holder of such Note
against the Company in respect of any amounts paid by the Guarantor pursuant to
the provisions of this Guarantee; provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of and interest on all 6%
Guaranteed Notes Due July 1, 2005 of the Company issued under such Indenture
shall have been paid in full.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on such Note shall have been signed by
the Trustee or the Authenticating Agent under the Indenture referred to in such
Note.
IN WITNESS WHEREOF, EXXON CORPORATION has caused this Guarantee to be
signed by facsimile by its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted hereon.
EXXON CORPORATION
<TABLE>
<S> <C> <C>
By By
EDGAR A. ROBINSON LEE R. RAYMOND
Treasurer Chairman of the Board
[CORPORATE SEAL OF EXXON CORP.]
</TABLE>
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM- as tenants in common
TEN ENT- as tenants by the entireties
JT TEN- as joint tenants with
right of survivorship and
not as tenants in common
</TABLE>
UNIF GIFT MIN ACT- _________________________ Custodian _________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
______________________________
(State)
Additional abbreviations may also be used though not in the above list.
------------------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________
_______________________________________________________________________ attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
<TABLE>
<S> <C>
Dated: _____________________ ______________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
</TABLE>
