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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Amoco Corporation
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14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
APRIL 25, 1995
AND PROXY STATEMENT
Amoco Corporation
March 13, 1995
__________________________________
Amoco Corporation
200 E. Randolph Drive
Chicago, IL 60601
March 13, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
To the Shareholders of Amoco Corporation:
Amoco Corporation's Annual Meeting of Shareholders will be held in the Arthur
Rubloff Auditorium of The Art Institute of Chicago, Columbus Drive and East
Monroe Street (east entrance), in Chicago, Illinois, at 9:30 a.m. Chicago time,
on Tuesday, April 25, 1995, to consider and vote upon:
The election of four directors, each for a three-year term;
The appointment of Price Waterhouse LLP as independent accountants for 1995; and
Other business that may properly be brought before the meeting, as described in
the accompanying Proxy Statement.
Shareholders of record at the close of business on February 15, 1995, will be
entitled to notice of and to vote at such Annual Meeting or any adjournment
thereof.
Documentation of share ownership will be required for admission to the meeting.
By order of the Board of Directors,
Patricia A. Brandin
Corporate Secretary
EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE. TO VOTE BY PROXY YOU MUST RETURN YOUR
SIGNED PROXY. THANK YOU FOR RESPONDING PROMPTLY AND SAVING YOUR CORPORATION THE
EXPENSE OF A SECOND MAILING.
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PROXY STATEMENT
VOTING AND PROXY
The enclosed proxy is being solicited by the Board of Directors of Amoco
Corporation and will be voted at the Annual Meeting of Shareholders on April 25,
1995, unless revoked prior to the voting thereof by filing with the Corporate
Secretary an instrument revoking it, by executing a later-dated proxy, or by
voting in person by ballot at the meeting.
The solicitation of proxies will be by mail and the cost will be borne directly
by the Corporation. D.F. King & Co., Inc., has been retained by the Corporation
to solicit proxies from banks, brokers, nominees, and other institutional
holders for a fee of $13,200 plus reimbursement of out-of-pocket expenses.
Additionally, officers and other Corporation employees may solicit proxies by
telephone, telegram, or in person. Upon request the Corporation will reimburse
banks, brokers, nominees, and related fiduciaries for reasonable expenses
incurred by them in sending annual reports and proxy materials to beneficial
owners of the Corporation's stock.
It is Amoco's policy that all proxies, ballots, and voting tabulations that
identify shareholders be kept confidential, except where disclosure may be
required by applicable law or is expressly requested by a shareholder, where
shareholders write comments on their proxy forms, and in limited circumstances
such as a proxy solicitation not approved and recommended by the Board of
Directors. The Inspectors of Election and the tabulators of all proxies,
ballots, and voting records that identify shareholders are independent and not
employees of the Corporation.
As of February 15, 1995, the record date for this Annual Meeting, there were
496,348,849 shares of Amoco Corporation common stock outstanding. At the Annual
Meeting each shareholder of record at the close of business on the record date
will be entitled to one vote for each share registered in that shareholder's
name. Any person acquiring title to stock after that date will be entitled to
one vote for each full share for which a proxy has been received by such person
from the shareholder of record.
The election of directors is decided by a plurality of the votes cast by the
shares entitled to vote in the election. Action on a matter other than the
election of directors is approved if the number of shares cast "for" the
proposal exceeds the number of shares cast "against" the proposal. "Abstain"
votes and "broker non-votes" are not included in determining the outcomes of
matters being acted upon. They are used only for determining a meeting quorum,
which is defined as a majority of the shares of Amoco Corporation common stock
which were outstanding as of February 15, 1995, whether represented in person or
by proxy at the meeting.
As of February 15, 1995, State Street Bank and Trust Company of Boston,
Massachusetts, held of record 36,051,925 shares (7.26 percent of Amoco's
outstanding shares) as trustee under the Amoco Employee Savings Plan and as
trustee under the Amoco Performance Share Plan. State Street Bank will have the
power at the Annual Meeting to vote any of such shares for which plan
participants do not give timely voting directions.
A copy of the Corporation's Annual Report for 1994 has been mailed to each
shareholder's address of record.
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ELECTION OF DIRECTORS
The Articles of Incorporation provide for the classification of the Board of
Directors into three classes of membership with terms expiring on different
Annual Meeting dates. Approximately one-third of the members of the Board of
Directors are nominated each year to serve for a term of three years, or such
lesser term as is consistent with the class. Under the Board of Directors
retirement policy, employee directors retire at age 65, and non-employee
directors retire as of the next Annual Meeting held after the director reaches
age 70.
The Board of Directors at its meeting held January 24, 1995, selected the
following four nominees recommended by the Nominating Committee for election as
directors at the Annual Meeting for three-year terms expiring on the date of the
Annual Meeting in 1998 and until their successors are elected and qualified:
Ruth S. Block, John H. Bryan, Walter E. Massey, and Michael H. Wilson. All are
current directors of Amoco. Patrick J. Early has announced his intention to
retire from the Corporation and the Board as of April 1, 1995, and concurrent
with that retirement the number of Board members will be reduced to thirteen.
It is intended that proxies will be voted to elect as directors the four
nominees named above. The Board has been informed that all nominees are willing
to serve as directors, but if any nominee is unable or declines to serve, an
event the Board does not expect, proxies will be voted for the election of a
substitute nominee or the Board will reduce the number of directorships.
A short biography follows of each nominee for election as director and of each
current director as of the date of this Proxy Statement.
NOMINEES FOR DIRECTOR
RUTH S. BLOCK
Age 64, Director's Term Expiring 1995
Executive Vice President and Chief Insurance Officer (Retired), The Equitable
Companies, New York, NY (Insurance and financial services)
Mrs. Block, a director of Amoco Corporation since 1986, was executive vice
president and chief insurance officer of Equitable until her retirement in 1987.
She joined Equitable in 1952, was elected vice president in 1973, senior vice
president in 1977, and executive vice president in 1980. Mrs. Block served as
chairman and chief executive officer of the Equitable Variable Life Insurance
Company from 1980 to 1984. She is a director of Ecolab, Inc., 37 Alliance
Capital Mutual Funds, and St. Luke's Community Services. She is a member of
Business Executives for National Security, Committee of 200, and the Women's
Forum.
JOHN H. BRYAN
Age 58, Director's Term Expiring 1995
Chairman and Chief Executive Officer, Sara Lee Corporation, Chicago, IL (Global
manufacturer and marketer of brand name products)
Mr. Bryan, a director of Amoco Corporation since 1982, is chairman of the board
and chief executive officer of Sara Lee Corporation. Mr. Bryan was elected
president of Sara Lee Corporation
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in 1974 and chairman in 1976. He is a director of First Chicago Corporation, The
First National Bank of Chicago, and General Motors Corporation. He is also a
director of the Grocery Manufacturers of America and a member of The Business
Roundtable and The Business Council. Mr. Bryan serves as vice chairman and a
trustee of The Art Institute of Chicago and as a trustee of the University of
Chicago and of Rush-Presbyterian-St. Luke's Medical Center. He is also chairman
of Catalyst.
WALTER E. MASSEY
Age 56, Director's Term Expiring 1995
Provost and Senior Vice President - Academic Affairs for The University of
California System, Oakland, CA
Dr. Massey resumed his position on Amoco's Board in June 1993, after having
served as an Amoco director from 1983 to 1991. Dr. Massey is Provost and Senior
Vice President - Academic Affairs for The University of California System, a
position he accepted in April 1993. He is also a director of Motorola, Inc.,
BankAmerica Corporation, Bank of America NT&SA, the Commonwealth Fund, and the
Hewlitt Foundation. Dr. Massey went to the University of California from his
position as Director of the National Science Foundation, to which he was
appointed in 1991 by President Bush. From 1984 to 1993 Dr. Massey was Vice
President of the University of Chicago for Research and for Argonne National
Laboratory. He has served as a director for First National Bank of Chicago, the
Tribune Company, Continental Material, Inc., and Rand Corporation. He has been
a member of the National Science Board, the President's Council of Advisors on
Science and Technology, and the Board of Directors of the MacArthur Foundation.
He is a past president of the American Association for the Advancement of
Science and a former vice president of the American Physical Society.
MICHAEL H. WILSON
Age 57, Director's Term Expiring 1995
Chairman, Michael Wilson International, Inc., Toronto, Ontario (Advisory
services for international business activities)
Mr. Wilson, a director of Amoco Corporation since 1993, is currently chairman of
Michael Wilson International, Inc., which provides business advisory services to
companies seeking to broaden their international activities, particularly into
emerging markets. He is a member of the Board of Trustees of the Aspen
Institute, the Institute of the Americas, and of the advisory committee of the
Clarke Institute of Psychiatry. Mr. Wilson was a Member of Parliament in the
Toronto area until his retirement from politics in October 1993. He served as
Minister of Finance in the Canadian Government from 1984 to 1991, following
which he was Minister of Industry, Science and Technology and Minister for
International Trade. As Minister of Finance, Mr. Wilson was Canada's Governor at
the International Monetary Fund, and from January 1990 to April 1991 he served
as Chairman of its main policy-making committee. Prior to entering politics, Mr.
Wilson was in the investment banking business.
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CURRENT DIRECTORS
DONALD R. BEALL
Age 56, Director's Term Expiring 1996
Chairman and Chief Executive Officer, Rockwell International Corporation, Seal
Beach, CA (Manufacturer of electronics, aerospace, automotive, and graphic
systems products)
Mr. Beall, a director of Amoco Corporation since 1991, is chairman of the board
and chief executive officer of Rockwell International Corporation. He joined
Rockwell in 1968 and served in a number of senior management positions prior to
becoming executive vice president in 1977 and president in 1979. He was elected
to his current position in 1988. Mr. Beall is a director of The Times Mirror
Company and of The Procter & Gamble Company. He is a trustee of the California
Institute of Technology, a member of the University of California-Irvine Board
of Overseers, and the Board of Visitors of its Graduate School of Management.
Mr. Beall is a member of The Business Council, The Business Roundtable, and the
Council on Competitiveness.
ERROLL B. DAVIS, JR.
Age 50, Director's Term Expiring 1997
President and Chief Executive Officer, Wisconsin Power and Light Company and WPL
Holdings, Inc., Madison, WI (Regulated utility and environmental, energy, and
real estate development services)
Mr. Davis, a director of Amoco Corporation since 1991, is president and chief
executive officer and a director of Wisconsin Power and Light Company and its
parent company, WPL Holdings, Inc. Mr. Davis joined Wisconsin Power and Light
Company in 1978. He became president in 1987 and chief executive officer in
1988. He was elected president and chief executive officer of WPL Holdings in
1990. Prior to joining Wisconsin Power and Light, he served on the corporate
financial staffs of Ford Motor Company and Xerox Corporation. Mr. Davis is a
director of PPG Industries, Inc., the Sentry Insurance Company, the Wisconsin
Utilities Association, the Electric Power Research Institute, and the American
Gas Association. He also is a member of the board of trustees of Carnegie-Mellon
University.
PATRICK J. EARLY
Age 62, Retiring April 1, 1995
Vice Chairman, Amoco Corporation
Mr. Early, an Amoco employee since 1955, will retire from the Board and from
Amoco Corporation effective April 1, 1995. Mr. Early was elected vice chairman
of the Board in 1992 and has been an Amoco Corporation director since 1989.
Since July 1994, Mr. Early's general responsibility has been to manage the
transition to Amoco Corporation's new organization as a result of the Company's
recent restructuring. He was president of Amoco Production Company from 1987
through June 1992, and before that he had served as its executive vice president
(USA) and senior vice president, production. He is a director of the Children's
Memorial Hospital in Chicago, a trustee of the Museum of Science and Industry, a
member of the board of advisors of Catholic Charities of
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Chicago, and a trustee of the National Urban League. Mr. Early is a director of
the American Petroleum Institute and also a member of the Society of Petroleum
Engineers.
RICHARD J. FERRIS
Age 58, Director's Term Expiring 1996
Co-Chairman, Doubletree Corporation, Phoenix, AZ (Hotel property management)
Mr. Ferris, a director of Amoco Corporation since 1981, is co-chairman of
Doubletree Corporation. Mr. Ferris is a director of The Procter & Gamble Company
and serves on the boards of the Evanston Hospital Corporation and the P.G.A.
Tour. He is a governor of the Northwestern Health Care Network. During 1992-1993
he was co-chairman and partner, Guest Quarters Hotel, L.P. From 1990-1992 he
was engaged in private investment activities, and he served as chairman of the
board, president, and chief executive officer of UAL, Inc., from 1976 to 1987.
H. LAURANCE FULLER
Age 56, Director's Term Expiring 1997
Chairman, President, and Chief Executive Officer, Amoco Corporation
Mr. Fuller was elected chairman of the board and chief executive officer of
Amoco Corporation in February 1991 and has served as president since 1983. He
has been a director of Amoco Corporation since 1981, when he also became an
executive vice president. From 1978 until 1981 Mr. Fuller was president of Amoco
Oil Company. Mr. Fuller has served as a chemical engineer, an attorney, and a
refinery manager, and he has held managerial assignments in transportation,
marketing, and supply since joining Amoco in 1961. He is a director of The Chase
Manhattan Corporation, The Chase Manhattan Bank, N.A., Motorola, Inc., and
Abbott Laboratories. He also serves on the boards of Catalyst, the American
Petroleum Institute, and the Rehabilitation Institute of Chicago. He is a
trustee of The Orchestral Association and of Northwestern University.
FLORIS A. MALJERS
Age 61, Director's Term Expiring 1996
Chairman (Retired), Unilever N.V. and Vice Chairman (Retired), Unilever PLC,
Rotterdam, the Netherlands (Manufacturer of food products, detergents, and
toiletries)
Mr. Maljers, a director of Amoco Corporation since 1994, retired as chairman of
Unilever N.V. and vice chairman of Unilever PLC in May 1994. Mr. Maljers joined
Unilever in 1959 and worked in a number of Unilever subsidiary positions prior
to becoming chairman of Van den Bergh en Jurgens in 1970. He was appointed to
the main boards of Unilever N.V. and Unilever PLC in 1974, became a member of
the Unilever Special Committee in 1982, and was appointed chairman of Unilever
N.V. and vice chairman of Unilever PLC in 1984. Mr. Maljers is a director of
Guinness PLC and a member of the Supervisory Boards of ABN/AMRO Bank, KLM Royal
Dutch Airlines, and Philips Electronics N.V. He is chairman of the
Concertgebouw Foundation, Amsterdam, vice chairman of the European Round Table
of Industrialists, and a governor of the European Policy Forum.
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ROBERT H. MALOTT
Age 68, Director's Term Expiring 1996
Chairman, Executive Committee, FMC Corporation, Chicago, IL (Producer of
machinery and chemicals)
Mr. Malott, a director of Amoco Corporation since 1973, is a director and serves
as chairman of the executive committee of FMC Corporation. In 1991 he retired as
chairman of the board and chief executive officer of FMC Corporation, which he
joined in 1952. He is a director of United Technologies Corporation, RBX
Corporation, and Swiss Bank Corporation (Council of International Advisors). He
also serves on the boards of the National Museum of Natural History (chairman),
National Park Foundation, The Aspen Institute, the Lyric Opera of Chicago,
American Enterprise Institute, the Hoover Institution, Argonne National
Laboratories, and the University of Chicago. He is a member of The Business
Council and the Policy Committee of the Illinois Business Roundtable.
MARTHA R. SEGER
Age 63, Director's Term Expiring 1997
Financial Economist and former Governor of the Federal Reserve Board,
Washington, D.C.
Dr. Seger, a director of Amoco Corporation since 1991, served as a member of the
Board of Governors of the Federal Reserve System from 1984 to 1991. She is now a
Distinguished Visiting Professor of Finance at Central Michigan University. From
1991 to 1993, she was the John M. Olin Distinguished Fellow in the Eller Center
for the Study of the Private Market Economy at the University of Arizona,
Tucson. Dr. Seger previously served as vice president and chief economist for
the Detroit Bank and Trust (now Comerica) and taught finance and economics
courses at three universities, including the University of Michigan. Dr. Seger
serves as a director of Fluor Corporation, Xerox Corporation, The Kroger Co.,
Johnson Controls, Inc., Providian Corporation, and Tucson Electric Power
Company. She also serves on the boards of Catalyst and the Institute for
Research on the Economics of Taxation.
LAWRASON D. THOMAS
Age 60, Director's Term Expiring 1996
Vice Chairman, Amoco Corporation
Mr. Thomas, a director since 1989, was elected vice chairman of the board of
Amoco Corporation in 1992. In 1990 he was elected executive vice president of
Amoco after having been president of Amoco Oil Company from 1981 to 1989. Mr.
Thomas has general responsibility for the Company's Corporate Planning and
Progress functions, coordination of international growth activities, and the
oversight of corporate technology diversification activities. He is a director
of Air Products and Chemicals, Inc., Rust International, Inc., America-China
Society, National Merit Scholarship Corp., American Petroleum Institute, the
National Association of Manufacturers, and the Chicago Area Central Committee.
He is a member of the advisory committee of the University of Michigan, the
Council for the Johns Hopkins University-Nanjing University Center for Chinese
and American Studies, and serves as chairman of the advisory board of
Inroads/Chicago, Inc. Mr. Thomas, a chemical engineer, joined Amoco in 1958.
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RICHARD D. WOOD
Age 68, Director's Term Expiring 1997
Chairman (Retired), Eli Lilly and Company, Indianapolis, IN (Global research-
based corporation that develops, manufactures, and markets pharmaceuticals and
animal health products)
Mr. Wood, a director of Amoco Corporation since 1973, retired as chairman of the
board of Eli Lilly and Company in June 1993. In 1991 he retired as president and
chief executive officer of that company. Mr. Wood joined Lilly in 1950, was
elected vice president in 1970, executive vice president in 1971, president in
1972, and chairman in 1973. He is a director of Eli Lilly and Company, Chemical
Banking Corporation, Chemical Bank, The Chubb Corporation, and Dow Jones &
Company, Inc. He serves as vice chairman of the advisory board of CID Equity
Partners. Mr. Wood is a trustee of DePauw University and of the Indianapolis
Museum of Art, and he is chairman of the Indiana State Symphony Society.
BOARD OF DIRECTORS
The business and affairs of the Corporation are managed under the direction of
the Board of Directors, composed of eleven non-employee directors and three
employee directors as of the date of this Proxy Statement. Members of the Board
keep informed of the Corporation's business and activities by reports and
proposals sent to them in advance of each Board meeting and reports made to them
during these meetings by the Chairman and other corporate executives. The Board
is advised of actions taken by the Executive Committee and other committees of
the Board as well as significant actions taken by management. In addition,
members of the Board periodically visit facilities of the Corporation and
participate in strategy and financial reviews. Members of management are
available at Board meetings and at other times to answer questions and to
discuss issues.
In 1994, seven meetings of the Board of Directors were held. Each director
attended more than 75 percent of the aggregate number of meetings of the Board
and committees of the Board on which such director served. Attendance at these
meetings averaged 93 percent among all directors in 1994.
COMMITTEES OF THE BOARD
The functions and current membership of the five standing committees of the
Board are described below.
AUDIT COMMITTEE
D. R. Beall, Chairman R. H. Malott
R. S. Block M. R. Seger
R. J. Ferris M. H. Wilson
This committee, which presently consists solely of non-employee directors, was
established in 1970. It recommends to the Board of Directors the engagement of
independent accountants; reviews with the accountants the audit plan, non-audit
services, and fees related to each; reviews the Corporation's internal financial
controls and auditing; reviews annual financial statements before
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issuance; and makes appropriate reports and recommendations to the Board of
Directors. The committee met three times in 1994.
COMPENSATION AND ORGANIZATION COMMITTEE
R. D. Wood, Chairman J. H. Bryan
D. R. Beall R. J. Ferris
R. S. Block F. A. Maljers
This committee, which presently consists solely of non-employee directors, was
originally established in 1967 as the Directors' Compensation Committee. Renamed
as the Compensation and Organization Committee in 1992, it determines salaries,
bonus awards, and stock option grants for executive officers of the Corporation
and takes all other actions required of it under the Corporation's incentive
programs. The committee reviews executive resources, performance of key
executives, and organization and succession plans. The committee met six times
in 1994.
ENVIRONMENT, HEALTH AND SAFETY COMMITTEE
R. H. Malott, Chairman W. E. Massey
E. B. Davis, Jr. L. D. Thomas
P. J. Early R. D. Wood
This committee currently consists of four non-employee directors and two
employee directors. It was established in 1990 and met four times in 1994. It
reviews Amoco's environmental, health, and safety policies, programs, and
standards; approves the structure of the Compliance Review Program managed by
the Environmental, Health and Safety department; reviews the results and
scheduling of the Compliance Review Program; reviews safety trends,
spill-response capabilities, crisis and waste management, waste minimization,
and product safety; and periodically reviews industry and nationwide trends and
related issues.
EXECUTIVE COMMITTEE
H. L. Fuller, Chairman R. J. Ferris
J. H. Bryan R. H. Malott
E. B. Davis, Jr. L. D. Thomas
P. J. Early R. D. Wood
This committee was established in 1944 and expanded in 1993. It presently
consists of five non-employee directors and three employee directors. With
certain limitations, it functions in place of the Board of Directors during
intervals between regular meetings of the Board. The committee schedule is
subject to call, and it met once during 1994.
NOMINATING AND GOVERNANCE COMMITTEE
J. H. Bryan, Chairman R. H. Malott
D. R. Beall W. E. Massey
R. S. Block M. R. Seger
E. B. Davis, Jr. M. H. Wilson
R. J. Ferris R. D. Wood
F. A. Maljers
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This committee, which consists of eleven non-employee directors, was established
in 1978 as the Nominating Committee and renamed the Nominating and Governance
Committee in 1994. It recommends guidelines and criteria for Board membership,
director candidates, the performance of incumbent directors, and appointments to
Board committees. It reviews and approves directorships offered to senior
officers of the Corporation by other companies. The committee met three times in
1994. The committee also considers nominees for director recommended by
shareholders. Such recommendations, with relevant supporting data, should be
submitted to the Corporate Secretary of Amoco Corporation.
SHARE OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
This table shows the number of shares of the Amoco common stock beneficially
owned by each individual incumbent director, director nominee, and executive
officer named in this Proxy Statement and by all of the then current directors
and executive officers as a group as of January 31, 1995.
Name/Group Number of shares owned
--------- ----------------------
D. R. Beall. . . . . . . . . . . . . . . . . . . 2,796
R. S. Block. . . . . . . . . . . . . . . . . . . 3,050
J. H. Bryan. . . . . . . . . . . . . . . . . . . 4,533
E. B. Davis, Jr. . . . . . . . . . . . . . . . . 1,889
P. J. Early. . . . . . . . . . . . . . . . . . . 296,487 (a)
R. J. Ferris . . . . . . . . . . . . . . . . . . 4,733
J. E. Fligg. . . . . . . . . . . . . . . . . . . 158,331
H. L. Fuller . . . . . . . . . . . . . . . . . . 559,023 (b)
W. G. Lowrie . . . . . . . . . . . . . . . . . . 217,603
F. A. Maljers. . . . . . . . . . . . . . . . . . 421
R. H. Malott . . . . . . . . . . . . . . . . . . 4,533
W. E. Massey . . . . . . . . . . . . . . . . . . 1,029
M. R. Seger. . . . . . . . . . . . . . . . . . . 1,715
L. D. Thomas . . . . . . . . . . . . . . . . . . 282,645
M. H. Wilson . . . . . . . . . . . . . . . . . . 1,033
R. D. Wood . . . . . . . . . . . . . . . . . . . 3,912
Directors and executive officers as a group. . .2,047,533
(a) Does not include 401 shares of stock held by Mr. Early's son and
disclaimed by Mr. Early.
(b) Includes 3,160 shares as to which Mr. Fuller shares voting and
dispositive authority.
Except as noted, each of the directors and executive officers shown in the table
has sole voting and investment authority over the shares shown. The share
amounts shown in the table include these shares for which the following have a
right to acquire beneficial ownership within 60 days after January 31, 1995, by
exercising stock options: H. L. Fuller, 469,000 shares; L. D. Thomas, 253,380
shares; P. J. Early, 247,840 shares; W. G. Lowrie, 182,500 shares; J. E. Fligg,
147,320 shares; and directors and executive officers as a group, 1,723,840
shares. Also included are the shares held in the Amoco Performance Share Plan
and those allocable to the proportionate amount of the Amoco Stock Fund in the
Amoco Employee Savings Plan owned by these employees as of that date. Directors
and executive officers as a group own beneficially less than 1 percent of the
Corporation's common stock.
On the basis of reports and representations submitted by the directors and
executive officers of the Corporation, all Forms 3, 4 and 5 showing ownership of
and changes of ownership in the Corporation's equity securities during 1994 were
timely filed with the Securities and Exchange Commission as required by Section
16(a) of the Securities Exchange Act of 1934.
TRANSACTIONS WITH OTHER CORPORATIONS
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During 1994, the Corporation and its subsidiaries had purchase and sale
transactions with unaffiliated companies of which certain of the Corporation's
non-employee directors or director nominees were executive officers or
directors. Such transactions were made in the ordinary course of business at
competitive prices and terms and are not considered material.
NON-EMPLOYEE DIRECTOR COMPENSATION
Compensation for non-employee directors is $50,000 per year, of which 25 percent
is paid in shares of Amoco common stock and the balance is paid in monthly cash
payments. Each non-employee director also receives an annual award of 200 shares
of Amoco common stock, subject to forfeiture and transfer restrictions relating
to continued service on the Board. No additional compensation is paid for
service on any Board committees. Under a deferred compensation arrangement, the
cash portion of the annual retainer may be credited to an interest-bearing
account or invested in units equivalent to shares of Amoco common stock which
earn dividend equivalents.
EXECUTIVE COMPENSATION
The following table summarizes the annual and long-term compensation of the
Chairman of the Board and Chief Executive Officer and the four other most highly
paid executive officers of the Corporation for the years 1992, 1993, and 1994. A
report on executive compensation by the Compensation and Organization Committee
of the Board of Directors begins on page 13 of this Proxy Statement.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ----------------------
AWARDS PAYOUTS
---------- --------
Securities
Other Annual Underlying LTIP All Other
Salary Bonus Compensation Options Payouts Compensation
Name and Principal Position Year ($) ($)(1) ($)(2) (#) ($)(3) ($)(4)
- ---------------------------------- ---- -------- -------- ------------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. L. FULLER
Chairman, President and CEO 1994 $852,817 ______ $11,242 100,000 $123,750 $159,492
Chairman, President and CEO 1993 810,655 $826,048 19,327 90,000 156,000 131,003
Chairman, President and CEO 1992 792,372 425,000 5,892 90,000 196,000 77,558
L. D. THOMAS
Vice Chairman 1994 517,440 ______ 2,875 55,000 66,000 91,276
Vice Chairman 1993 492,526 443,359 6,561 50,000 83,850 80,160
Vice Chairman 1992 472,921 260,000 10,738 50,000 104,125 46,374
P. J. EARLY
Vice Chairman 1994 517,440 ______ 2,031 55,000 63,250 91,276
Vice Chairman 1993 490,226 443,359 2,665 50,000 78,000 77,526
Vice Chairman 1992 462,571 250,000 3,027 50,000 91,875 45,153
W. G. LOWRIE
Executive Vice President, Exploration 1994 416,251 ______ 3,287 45,000 55,000 68,785
and Production Sector
Executive Vice President, Amoco 1993 393,561 307,802 1,869 40,000 62,400 64,808
Corporation and President, Amoco
Production Company
President, Amoco Production Company 1992 386,216 220,000 6,506 35,000 77,175 38,181
J. E. FLIGG
Executive Vice President, Chemicals 1994 374,089 ______ 3,716 40,000 41,250 62,463
Sector
Executive Vice President, Amoco 1993 355,308 283,415 3,082 35,000 47,580 56,445
Corporation and President, Amoco
Chemical Company
President, Amoco Chemical Company 1992 352,893 180,000 5,442 30,000 61,250 33,181
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
[Summary Compensation Table Footnotes]
1 Represents bonus awards determined for the performance year indicated and
paid in the following year. 1994 bonus is not yet determined. See
Compensation and Organization Committee Report beginning on page 13 of this
Proxy Statement for further discussion of bonus compensation.
2 Represents tax adjustment payments on income imputed for income tax
purposes related to use of corporate facilities for business purposes.
3 Represents payouts of grants made under the Performance Unit Plan described
in the Corporation's Proxy Statement dated March 13, 1992. Final grants
under this plan were made in 1990.
4 For 1992 this column represents corporate matching contributions to the
Amoco Employee Savings Plan and accruals for related ERISA restoration
plans, totaling approximately 6 percent of salary paid in the performance
year indicated plus bonus earned in the preceding year.
Component values for 1993 were disclosed for Mr. Fuller, Mr. Thomas, Mr.
Early, and Mr. Lowrie in Amoco's 1994 Proxy Statement. With respect to Mr.
Fligg, the 1993 figure in this column represents (a) corporate matching
contributions to the Amoco Employee Savings Plan and accruals for related
ERISA restoration plans of $32,118, and (b) accruals under the Amoco
Performance Share Restoration Plan of $24,327 calculated with respect to
the 1992 performance year.
For 1994 this column represents (a) corporate matching contributions to the
Amoco Employee Savings Plan and accruals for related ERISA restoration
plans for Mr. Fuller of $100,732, for Mr. Thomas of $57,648, for Mr. Early
of $57,648, for Mr. Lowrie of $43,443 and for Mr. Fligg of $39,450, and (b)
accruals calculated based on 1994 compensation and credited as of 12/31/94
under the Amoco Performance Share Restoration Plan for Mr. Fuller of
$58,760, for Mr. Thomas of $33,628, for Mr. Early of $33,628, for Mr.
Lowrie of $25,342, and for Mr. Fligg of $23,013. Amoco Performance Share
Restoration Plan results were based on the period 1992-1994.
STOCK OPTIONS
All stock option grants outstanding have a term of 10 years from date of grant
and an exercise price equal to 100 percent of market value on the date of grant.
They are non-transferable and, with respect to options granted prior to 1994,
become exercisable two years after the date of grant. Stock options granted in
1994 become exercisable 50 percent one year after the date of grant and 100
percent two years after the date of grant. In the event of a change in control
of the Corporation, awards of stock options will automatically become
exercisable. The following two tables provide information on stock option grants
made to the named executive officers in 1994, options or tandem SARs exercised
during 1994, and options/SARs outstanding on December 31, 1994.
STOCK OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------
Number of
securities Percent of total
underlying options granted to Exercise or base Grant date
Name options granted employees in 1994 price ($/share) Expiration date present value ($)
- ------------- -------------- ------------------ ---------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
H. L. Fuller 100,000 4.4% $55.0625 3-22-2004 $1,304,000
L. D. Thomas 55,000 2.4% 55.0625 3-22-2004 717,200
P. J. Early 55,000 2.4% 55.0625 3-22-2004 717,200
W. G. Lowrie 45,000 2.0% 55.0625 3-22-2004 586,800
J. E. Fligg 40,000 1.7% 55.0625 3-22-2004 521,600
</TABLE>
The grant date present values in the far right column of the above table were
calculated using the Black-Scholes option pricing model applied as of the grant
date, March 22, 1994. The values
13
<PAGE>
generated by this model depend upon certain assumptions, as follows: an option
exercise date of March 22, 2004; a constant dividend yield on underlying stock
of 4.0 percent; an assumed annual volatility of underlying stock of 20 percent;
and a risk-free rate of return for the option period of 6.86 percent. The market
value on the grant date is the average of the high and low prices for the stock
on the New York Stock Exchange on that date. The Corporation made no assumptions
regarding restrictions on vesting or the likelihood of vesting.
There is no generally recognized method for valuing stock options. The
requirement that values be included in this table also provides for other
alternative valuation methods, which, if used, would have resulted in different
values. Because the actual value, if any, of the options will depend on future
unpredictable and volatile factors, the future values realized to the holders
may vary significantly from the values estimated by the Black-Scholes model or
other methods. Any future values realized will ultimately depend upon the excess
of the stock price over the exercise price on the date the option is exercised.
AGGREGATED OPTION/SAR EXERCISES IN 1994 AND
OPTION/SAR VALUES AT DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of
securities underlying Value of unexercised
unexercised options/SARs in-the-money options/SARs
at 12/31/94 (#) at 12/31/94 ($)
------------------------------ ------------------------------
Shares acquired Value
Name on exercise realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------- --------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. L. Fuller 8,176 $896,708 329,000 190,000 $4,235,936 $570,000
L. D. Thomas 3,214 196,792 175,880 105,000 2,391,021 314,375
P. J. Early 3,974 149,060 170,340 105,000 2,321,518 314,375
W. G. Lowrie 1,977 147,351 120,000 85,000 1,487,937 255,625
J. E. Fligg 980 57,021 92,320 75,000 1,247,799 226,250
</TABLE>
CHANGE IN CONTROL ARRANGEMENTS
While Amoco has no special compensatory plans or arrangements with named
executive officers which will result from a change in control of Amoco, or a
change in a named executive officer's responsibilities following a change in
control, the Corporation's restoration plans and its incentive compensation
programs have certain change in control features that protect participants'
rights under such programs. Such features were included in the Corporation's
1991 Management Incentive Program and were added by amendment to the 1986
Incentive Program, both pursuant to shareholder approval at the 1991 Annual
Meeting of the Corporation. No further awards may be granted under the 1986
Program for the period after December 31, 1991, but awards under that program
remain outstanding.
Awards under the 1991 Program may take the form of stock options, stock
appreciation rights, restricted stock, performance awards, bonuses, and
share-based and other awards. Stock options, restricted stock, performance
units, bonuses and stock appreciation rights were awarded under the 1986
Program.
The following actions take place upon the occurrence of an event of Change in
Control (unless otherwise prohibited by the terms of the 1991 Program or the
1986 Program): (1) all stock options and stock appreciation rights immediately
become exercisable; (2) any restriction periods and restrictions imposed on
restricted shares lapse; (3) the target value attainable under performance
awards is deemed to have been fully earned for the entire performance period
(except those awards outstanding for less than six months); and (4) such other
modifications to awards as determined appropriate by the Compensation and
Organization Committee become effective. Participants in the program shall not
be entitled to these rights if the employee is part of the entity which
consummates the Change in Control event.
14
<PAGE>
A "Change in Control" is deemed to have occurred in the event of any one or more
of the following: (1) any person or group of persons is or becomes the
beneficial owner, directly or indirectly, of 20 percent or more of the combined
voting power of the Corporation's then outstanding securities (such entity is
referred to as an Acquiring Person) and any such entity becoming an Acquiring
Person was not approved by the Board of Directors composed of Continuing
Directors before such entity became an Acquiring Person, (2) the Board of
Directors is no longer comprised of "Continuing Directors," which are (i)
directors as of the effective date of the 1991 Program who do not, while serving
as directors, become Acquiring Persons and (ii) directors recommended or
approved for nomination for election or election subsequent to the effective
date of the 1991 Program by two-thirds of the Continuing Directors and who are
not, while serving as directors, Acquiring Persons, or (3) there occurs a
"Business Combination" as defined under Indiana Code Section 23-1-43-5 (with the
terms "resident domestic corporation" and "interested shareholder" as used in
that section being deemed to refer to the Corporation and to an Acquiring
Person, respectively), that was not approved by the Board of Directors, which
was comprised of Continuing Directors, before the Acquiring Person became an
Acquiring Person.
In addition to the foregoing change in control provisions of the 1991 Incentive
Program, there is a similar change in control definition contained in the
Corporation's Restoration Plans Trust Agreement. This Trust sets forth the terms
of a grantor trust for the purpose of accumulating assets to pay the
Corporation's retirement benefit obligations to participants in the
Corporation's existing ERISA and other restoration plans, as well as retirement
benefit obligations under any future plans of a similar nature which the
Corporation desires to fund through such trust. The plans are currently
unfunded. However, 30 days after the occurrence of a change in control under
this Trust Agreement, the Corporation is required to make contributions to fund
the Trust unless the Compensation and Organization Committee, including only
Continuing Directors, decides to stay such contributions.
BOARD COMPENSATION AND ORGANIZATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Amoco's Compensation and Organization Committee consists of six non-employee
directors. It is the responsibility of the Committee to oversee and administer
compensation policies and programs for executives, managers, and other selected
salaried employees of the Corporation, including the executive officers. The
Committee's report on executive compensation during 1994 follows.*
The broad purposes of the executive compensation program are to reflect the
success and profitability of the Corporation and to provide incentives that
create an interest in the Corporation parallel to that of the shareholders.
Attracting and retaining senior and other executives, who bring valuable
experience and skills to the Corporation and contribute materially to its long-
term success, are also important factors underlying the program and its
administration.
Amoco's executive compensation philosophy and strategies are consistent with its
overall compensation philosophy for all employees of the Corporation. This
philosophy supports Amoco's vision of becoming a pre-eminent global business
enterprise and states that Amoco will provide its employees with base pay and
benefits competitive with premier companies and opportunities to earn superior
compensation through significant variable pay when outstanding business results
are
______________________________
* The report of the Board Compensation and Organization Committee shall
not be deemed to be incorporated by reference as a result of any
general incorporation by reference of this Proxy Statement or any part
thereof in the Annual Report on Form 10-K or any registration
statement of the Corporation or any of its subsidiaries.
15
<PAGE>
achieved. Thus compensation, including executive compensation, is linked with
Amoco's strategic direction and is intended to be reflective of short-term and
long-term business performance as well as competitive factors.
In establishing competitive base and variable compensation opportunity levels,
the Committee annually reviews the results of various compensation surveys in
which the Corporation participates. The primary comparison group of premier
companies consists of a selected group of seven major oil industry competitors:
Atlantic Richfield Company, Chevron Corporation, Exxon Corporation, Mobil
Corporation, Texaco Inc., and the U.S. operations of Royal Dutch Petroleum
Company and British Petroleum Company p.l.c. The primary benchmark for
determining competitiveness is the average compensation level among the selected
oil group. A selected group of major non-oil companies is also utilized as a
secondary source of comparison.
The three principal components of Amoco's executive compensation program are
base salaries, bonuses, and long-term incentives which, in recent years, have
consisted solely of stock option grants.
BASE SALARIES
Competitive base salary levels provide the foundation for the executive
compensation program. As indicated in its overall compensation philosophy,
Amoco attempts to maintain its base salaries at a level that is competitive with
the average of salaries among the selected oil group. Annual salary increase
budgets and adjustments to the salary program structure are a result of reviews
of the Corporation's competitive positioning through survey information and are
also influenced by general economic factors. For the years covered by the
Summary Compensation Table, salary increase guidelines for executives were the
same as for all other exempt salaried personnel. Individual salary actions can
vary above or below the general budget guideline based upon individual
performance, experience, and competitive considerations.
During 1994 the general corporate guideline for base salary increases was 3.0
percent. The Committee approved an increase for Mr. Fuller of 4.8 percent. This
action reflected the Committee's overall assessment of the Corporation's
financial performance and Mr. Fuller's individual performance in carrying out
his responsibilities as Chairman and CEO during the previous performance year.
This included his personal leadership in the development and communication of
the corporate strategic framework, the development of specific strategies
focused on growth opportunities in Mexico, China, and Russia, and initiation of
a broad study to align corporate support groups more closely with the strategic
business framework. The salary increase also reflected the fact that Mr.
Fuller's base salary was below the average base salary for executives in
comparative positions in the selected oil group. The aggregate base salaries of
the five most highly paid executives also were lower than the average aggregate
base salaries for the similar group in the selected oil companies. No
particular formulas or weights were applied to the factors considered in
determining salary increases for this group.
BONUSES
Bonuses are the short-term element of variable, performance-based compensation
which affords opportunities to earn superior compensation when outstanding
business results are achieved on both an absolute basis and relative to the
selected oil group. Correspondingly, annual bonus levels are sized to be average
for years in which business performance is average and below average for years
in which business performance is below average. In this way, executives are
rewarded in relation to
16
<PAGE>
both the annual business results achieved by the Corporation and its performance
relative to competition.
As indicated in the Summary Compensation Table, the most recent bonuses
disclosed are those paid in 1994 for the 1993 performance year. These bonuses
had not been determined in time for inclusion in last year's proxy statement.
Similarly, bonuses for the 1994 performance year have not been determined in
time for inclusion in this proxy statement. Portions of the bonus are determined
by comparisons of Amoco's financial performance to the financial performance of
companies in the selected oil group, which cannot be calculated until their
annual reports are released, normally in late March or April.
Beginning with the 1993 performance year, a component of each executive's target
bonus opportunity was based on criteria used in the broad-based Variable
Incentive Plan ("VIP"), which has been implemented for most employees. In 1993,
the VIP component included financial and strategic measures and targets. The
measure utilized at the corporate level was based on return on capital employed
("ROCE") relative to the selected oil group, which for these purposes includes
all operations of British Petroleum p.l.c. Each of the three operating
companies utilized specific financial performance measures as well as one or
more strategic measures. Amoco Chemical Company's financial measure was return
on assets relative to chemical segments of a selected group of oil companies,
and its strategic measure included specific objectives in such areas as people;
environment, health and safety; and strategic thrust. Amoco Oil Company's
financial measure was ROCE relative to the U.S. refining/marketing segments of a
selected group of oil companies, and its strategic measure was a product quality
index. Amoco Production Company's financial measure was change in future net
cash flow from proved reserves relative to the exploration and production
segments of a selected group of oil companies, and its strategic measure
included specific objectives in such areas as people; environment, health and
safety; technology; and business relationships. The operating company measures
were weighted 50 percent on the financial measure and 50 percent on the
strategic measure, except for Amoco Production Company which was 60 percent on
the financial measure and 40 percent on the strategic measure. The VIP component
of the bonus, as in the case of VIP plan payouts for non-executive participants,
is calculated solely upon results measured against pre-established goals, with
no adjustments made for individual performance considerations.
For the 1993 performance year, Mr. Fuller's target bonus opportunity was
established at 80 percent of his year-end 1993 salary. Survey information has
indicated that this level of opportunity is in line with average target and
actual bonus levels for comparator companies, both oil and non-oil. Twenty
percent of the target bonus opportunity for Mr. Fuller and other executives was
based upon results under the VIP component. For this component, the corporate
performance measure was given a 70 percent weight and a composite of the results
under the operating companies' measures was given a 30 percent weight. The
results achieved under the corporate measure were above target, as Amoco's
corporate ROCE was the second highest in relation to the selected oil comparator
group. The results under the operating company composite were also above target.
The weighted outcomes under these measures resulted in an above-target payout
for Mr. Fuller of $176,048 attributed to the VIP component of the bonus.
The remaining 80 percent of the target bonus opportunity (or 64 percent of
salary), referred to as the Individual Variable Component (IVC), was determined
by a judgmental process which took into account specific corporate performance
criteria such as net income and ROCE on both a reported and an operational
basis, as well as individual performance and competitive compensation
considerations. No particular formulas or weights were applied to these
criteria. Based on this
17
<PAGE>
assessment process, Mr. Fuller was awarded $650,000, which was somewhat above
the target amount for this component.
The sum of the two components ($176,048 for VIP and $650,000 for IVC) resulted
in the total bonus of $826,048 reported for the 1993 performance year in the
Summary Compensation Table. A similar approach to bonuses paid in 1994 for the
1993 performance year was applied for the other named executive officers.
For the 1994 performance year, 30 percent of the total competitive bonus
opportunity will be determined by results under the VIP component and 70 percent
will be determined by the assessment relating to the IVC component. This
increased emphasis on the VIP component is consistent with the Corporation's
overall focus on further aligning compensation for all employees, including
executives, with specific business performance measures.
LONG-TERM INCENTIVES
Long-term incentive grants in the form of stock options comprise the long-term
element of variable, performance-based compensation. These awards are granted
through the shareholder-approved 1991 Incentive Program and are designed to
create an employee interest parallel to that of shareholders in the long-term
future success of the Corporation. Stock option grants are also intended to
facilitate the acquisition and ownership of Amoco stock by executives.
Consistent with competitive practice and Amoco's own historical practice, stock
options are granted on an annual basis at the fair market value on the date of
grant and have a term of 10 years. The size of individual stock option grants
is related to the level of responsibility of eligible employees and is intended
to be near the median value of the long-term incentives granted by the selected
oil group.
The number of shares covered by the stock option grant to Mr. Fuller in 1994 was
100,000 shares. In determining the size of the grant to Mr. Fuller and the
other named executive officers, the Committee took into account the level of
responsibility of each executive and competitive trend data, irrespective of the
number of shares previously granted or outstanding.
The Performance Unit Plan payouts set forth in the Summary Compensation Table
for Mr. Fuller and the other named executive officers represent the calculated
outcomes of performance unit grants made in 1990 to Amoco's senior executive
group. Performance unit grants were made annually, along with stock options,
from 1983 through 1990, at which time they were discontinued. The 1990 grants
covered a four-year performance period, 1990-1993, and their payout values were
related to Amoco's four-year performance on ROCE relative to both internal
targets and external ranking among a group of oil companies chosen as a
comparison group for the Performance Unit Plan. The comparison group of oil
companies utilized for the Performance Unit Plan consisted of Atlantic Richfield
Company, Chevron Corporation, Exxon Corporation, Mobil Corporation, Phillips
Petroleum Company, Shell Oil Company, Texaco, Inc. and Unocal Corporation. The
group was chosen specifically for that Plan during the mid-1980s and
consequently varies slightly from the group selected more recently for general
compensation comparison purposes.
The absolute and relative ROCE measures were equally weighted. The value of a
performance unit can range from $0 to $125, with a target value of $100. For
the four-year performance period 1990-1993, Amoco's average ROCE was below its
internal target and its ranking on this measure relative to the comparison group
was also below target. As a result, the Committee approved a
18
<PAGE>
calculated payout of $27.50 per unit, 50 percent of which was paid in Amoco
shares and 50 percent in cash.
OTHER INFORMATION
The Committee continues to review and monitor the status of the proposed
regulations under Section 162(m) of the Internal Revenue Code which limits the
tax deduction of certain compensation exceeding $1 million for named executive
officers beginning in 1994. Based on the transition rules in the proposed
regulations, the Committee believes that gains from the exercise of outstanding
stock options or future stock options granted through 1996 will be exempt from
this deduction limitation. In addition, the Committee believes that the bonus
compensation pursuant to the corporate measure and goals under the VIP component
of the bonus program is also exempt from the deduction limitation under the
transition rules. While some portion of compensation may not qualify as wholly
deductible in certain years, any such amount is not considered material. The
Committee believes the current design of Amoco's executive compensation program
is sound in linking pay to performance and allowing appropriate flexibility over
the amounts to be awarded. Tax effects are only one of many factors considered
in designing an executive compensation program. The Committee will continue to
monitor the status of the proposed regulations and will respond as it deems
appropriate.
R. D. WOOD, CHAIRMAN J. H. BRYAN
D. R. BEALL R. J. FERRIS
R. S. BLOCK F. A. MALJERS
AMOCO PERFORMANCE SHARE PLAN
Under the Amoco Performance Share Plan ("APSP"), a broad-based, qualified plan
established in 1992, eligible employees may receive contributions in individual
plan accounts of 2 percent to 5 percent of defined compensation which includes
salary, commissions, overtime, shift differentials, Variable Incentive Plan
payouts, and bonus where applicable. Awards are based on the performance of
Amoco's shares relative to the shares of a group of competitor companies,
comprised of Atlantic Richfield Company, British Petroleum, Chevron, Exxon,
Mobil, Royal Dutch/Shell (composite of Shell Transport and Royal Dutch
Petroleum), and Texaco, referred to as the "APSP comparator companies." If the
total shareholder return (price appreciation plus dividends divided by initial
stock price) on Amoco shares is not at least equal to the average total return
of that comparison group, no credits are earned. If the Corporation's total
shareholder return is equal to the average of the top three companies in that
group, maximum credits of 5 percent of compensation will be earned. Between
these measures of performance, credits between 2 and 5 percent will be made on a
proportional basis. Annual credits, if any, are based on three-year rolling
performance periods. Plan credits purchase Amoco shares and plan accounts are
maintained in shares. Upon retirement or other termination of service, plan
accounts may be paid out in Amoco shares. Executive officers participate in the
Amoco Performance Share Restoration Plan ("Restoration Plan"), a cash-only plan
designed to provide essentially the same level of payout upon retirement or
other termination of service as would have been received under the APSP. The
Restoration Plan uses the APSP comparator companies.
No credits were given under either APSP or the Restoration Plan during 1993. A
credit equal to 3.5 percent of 1994 compensation was given as of December 31,
1994, under both Plans, based on the 1992-1994 measurement period. Amoco's
total return to shareholders during that period exceeded the average of the APSP
comparator companies.
19
<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN FIVE-YEAR COMPARISON
The graph below compares the yearly percentage change in the cumulative total
shareholder return, including dividend reinvestment, on Amoco's common stock
with that of the cumulative total return of Standard & Poor's 500 Stock Index
and a Selected Peer Group of companies for a five-year measurement period
beginning December 31, 1989 and ending on December 31, 1994.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR TOTAL RETURN
------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Amoco $100 $100 $ 97 $101 $114 $133
S&P 500 $100 $ 97 $126 $136 $150 $152
Selected Peer Group $100 $110 $121 $120 $147 $157
</TABLE>
20
<PAGE>
[Footnotes to Cumulative Shareholder Return Graph:]
_____________
Assumes $100 invested on December 31, 1989 in each of Amoco common stock, the
S&P 500 and Selected Peer Group indices. The Selected Peer Group consists of
Atlantic Richfield Company, British Petroleum Company p.l.c., Chevron
Corporation, Exxon Corporation, Mobil Corporation, Royal Dutch/Shell Group, and
Texaco Inc. This group of companies, including selected subsidiary operations as
appropriate, is used by Amoco for certain compensation and performance
comparisons.
_____________
The Shareholder Return graph shall not be deemed to be incorporated by reference
as a result of any general incorporation by reference of this Proxy Statement or
any part thereof in the Annual Report on Form 10-K or any registration statement
of the Corporation or any of its subsidiaries.
RETIREMENT PLAN
Under the Corporation's Retirement Plan, the amount of the annuity an eligible
employee will receive on a single-life basis is determined under an annuity
benefit formula. An eligible married employee receives annuity payments that
continue to cover the surviving spouse, unless the spouse consents to one of the
other alternate options of equivalent actuarial value, including a lump sum
payment. Salary and available bonus award information is presented in the
Summary Compensation Table. Benefits payable under this plan are subject to
deduction for social security.
The annuity benefit formula (including a percentage of Social Security benefits)
is calculated at 1 and 2/3 percent times the employee's years of participation
times average annual earnings determined from the three highest consecutive
calendar years' salaries and from the three highest consecutive calendar years'
bonus awards during the 10 years preceding retirement. The maximum annuity is 60
percent of such average annual earnings, and years of participation in the plan
in excess of 36 do not result in additional benefits. Average annual earnings
for Retirement Plan purposes include salary, commissions, overtime, shift
differentials, Variable Incentive Plan payouts, and bonus where applicable.
The table on page 18 shows the annual annuity amounts payable on a single-life
basis for various assumed average annual earnings, calculated under the annuity
benefit formula for the years of participation shown.
The amounts shown in the table are payable upon retirement between ages 60 and
65. Age 65 is normal retirement age. For retirements before age 60, the annual
annuity amounts are reduced as provided in the Plan. At year-end 1994, the
following executive officers had participated in the Retirement Plan for the
following numbers of years rounded to the nearest whole year: H.L. Fuller, 34
years; L.D. Thomas, 37 years; P.J. Early, 39 years; W.G. Lowrie, 29 years; and
J.E. Fligg, 27 years. The Employee Retirement Income Security Act of 1974, as
amended, limits the benefits payable from qualified retirement plans. For
employees who may be affected by those limits or by bonus deferral, Amoco has
adopted restoration plans to maintain total benefits upon retirement at
approximately the levels shown in the table.
21
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
------------------------------------------------------------------------
------------------------------------------------------------------------
Years of Participation
------------------------------------------------------------------------
------------------------------------------------------------------------
ASSUMED 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
AVERAGE
THREE-YEAR
ANNUAL
EARNINGS
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
$ 600,000 $150,000 $200,000 $250,000 $300,000 $350,000
- ------------------------------------------------------------------------------------------
800,000 200,000 266,667 333,333 400,000 466,667
- ------------------------------------------------------------------------------------------
1,000,000 250,000 333,333 416,667 500,000 583,333
- ------------------------------------------------------------------------------------------
1,200,000 300,000 400,000 500,000 600,000 700,000
- ------------------------------------------------------------------------------------------
1,400,000 350,000 466,667 583,333 700,000 816,667
- ------------------------------------------------------------------------------------------
1,600,000 400,000 533,333 666,667 800,000 933,333
- ------------------------------------------------------------------------------------------
1,800,000 450,000 600,000 750,000 900,000 1,050,000
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</TABLE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Board Audit Committee, which is comprised
entirely of non-employee directors, the Board has appointed Price Waterhouse
LLP, Certified Public Accountants, ("Price Waterhouse") as independent
accountants of Amoco and its subsidiaries for 1995. Price Waterhouse has served
Amoco and its subsidiaries as independent accountants for many years. It is
knowledgeable about Amoco's operations and accounting practices and is
well-qualified to act in the capacity of independent accountants.
In formulating its recommendation to the Board, the Audit Committee reviewed
Price Waterhouse's performance in prior years along with its reputation for
integrity and overall competence in accounting and auditing.
In addition to audit services relating to the Corporation's consolidated
financial statements and various governmental reporting requirements, Price
Waterhouse performs some non-audit services for Amoco. The Board and the Audit
Committee believe that these non-audit services have no effect on the
independence of that firm in performing its auditing responsibilities.
The scope, timing, and fees applicable to the audit of Amoco's consolidated
financial statements are reviewed and approved by the Audit Committee before the
services are provided. Other services are not normally approved by the Audit
Committee or the Board beforehand, but they are subsequently reviewed by the
Audit Committee. Representatives of Price Waterhouse, as in past years, will be
present at the Annual Meeting and will be available to make a statement if they
wish and to respond to appropriate questions from shareholders.
22
<PAGE>
RECOMMENDATION OF THE BOARD:
The following resolution will be presented for a vote of the shareholders at the
Annual Meeting, and the Board of Directors recommends that it be APPROVED.
RESOLVED, That the shareholders concur in the appointment, by the Board of
Directors, of Price Waterhouse to serve as independent accountants of the
Corporation and its subsidiaries for 1995.
The affirmative vote of a majority of shares voting on this resolution is
required for its adoption. In view of the difficulty and expense involved in
changing independent accountants on short notice, if the resolution is not
approved it is contemplated that the appointment for 1995 will be permitted to
stand unless the Board finds other compelling reasons for making a change.
Disapproval of the resolution will be considered as advice to the Board to
select other independent accountants for the following year.
GENERAL AND OTHER MATTERS
Shareholder proposals submitted for inclusion in the Proxy Statement for the
1996 Annual Meeting must be received not later than November 14, 1995, at the
Corporation's executive offices:
Attention: Corporate Secretary
200 East Randolph Drive
Chicago, IL 60601
Any proposal to be presented for action at an Annual Meeting must be submitted
to the Chairman or Corporate Secretary at least 30 days prior to the meeting
date.
A shareholder proposal generally will be voted on only if the shareholder or the
shareholder's representative attends the Annual Meeting and presents the
proposal.
As of the date of this Proxy Statement, the above is the only business known to
management to be acted upon at this meeting. However, if other matters should
properly come before the meeting, the management persons appointed by the signed
proxy intend to vote in accordance with their best judgment.
By order of the Board of Directors,
Patricia A. Brandin
Corporate Secretary
Printed on recycled paper.
23
<PAGE>
PROXY
AMOCO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints as proxies, with power of substitution, H. L. Fuller
and L. D. Thomas, and each of them, to vote all shares of the undersigned at the
Annual Meeting of Shareholders of the Corporation to be held at The Art
Institute of Chicago, Columbus Drive and East Monroe Street, Chicago, Illinois,
on April 25, 1995, at 9:30 a.m., or at any adjournment thereof, on the matters
shown and in the manner directed hereon and in their discretion on all other
matters coming before the Annual Meeting.
Election of 4 directors, each for a three-year term. ---------------------
CHANGE OF ADDRESS
Nominees:
---------------------
Ruth S. Block, John H. Bryan, ---------------------
Walter E. Massey and Michael H. Wilson ---------------------
The proxies you have designated cannot vote your shares If you have written
unless you sign and return a proxy card. You are en- in this space,
couraged to specify your choices by marking the please mark the
appropriate boxes on the reverse side of this card. corresponding box
on the reverse side
If you only sign and return this card, but provide no of this card
specific voting direction to the proxies, your shares ----------------------
will be voted "FOR" Proposals 1 and 2.
SEE REVERSE
SIDE
FOLD AND DETACH CARD HERE
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE
OWNERSHIP TO BE ADMITTED TO ITS 1995 ANNUAL MEETING
OF SHAREHOLDERS.
PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR VOTING
CARD OR YOUR ACCOUNT STATEMENT WITH YOU TO THE
ANNUAL MEETING.
<PAGE>
/X/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
This proxy when properly executed will be voted in the manner directed hereon.
- -------------------------------------------------------------------------------
Amoco's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
- -------------------------------------------------------------------------------
With- For All
For held Except
1.) Election of directors (see reverse) / / / / / /
- -------------------------------------------------------------------------------
If you do not want your shares voted "For" a particular nominee, mark
the "For All Except" box and write that nominee's name on the line above.
For Against Abstain
2.) Appointment of Price Waterhouse LLP / / / / / /
as independent accountants
- -------------------------------------------------------------------------------
Mark box at right if address change has been
noted on the reverse side of this card. / /
Signature(s) _____________________________________________ Date ______________
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. Each signer hereby revokes all proxies heretofore
given by same to vote at said meeting or any adjournments thereof.
DETACH CARD DETACH CARD
PLEASE COMPLETE, SIGN, AND RETURN THE ATTACHED CARD.
THANK YOU FOR RESPONDING PROMPTLY AND SAVING YOUR
CORPORATION THE EXPENSE OF A SECOND MAILING.
THE PROXIES YOU HAVE DESIGNATED CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN A PROXY CARD. YOU
ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ABOVE.
IF YOU ONLY SIGN AND RETURN THE ATTACHED PROXY CARD, BUT
PROVIDE NO SPECIFIC VOTING DIRECTION, THE PROXIES WILL
VOTE YOUR SHARES "FOR" PROPOSALS 1 AND 2.
<PAGE>
PROXY
STATE STREET BANK AND TRUST COMPANY, TRUSTEE
AMOCO EMPLOYEE SAVINGS PLAN (AESP)
AND/OR AMOCO PERFORMANCE SHARE PLAN (APSP)
THIS INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO PARTICIPANTS IN THE AESP AND/OR APSP:
With this card you will receive a copy of Amoco Corporation's Proxy
Statement and Notice of Annual Meeting of Shareholders to be held in
Chicago, Illinois on April 25, 1995.
Under the AESP and APSP, a participant may instruct the Trustee to vote at
Amoco Corporation shareholder meetings the shares allocable to or owned by
his account.
If you wish to instruct the Trustee how to vote such shares, please
complete and sign the reverse side of this card and mail it to reach the
Trustee by April 13, 1995. A postage paid return envelope is enclosed for
your convenience. The Trustee will also then be authorized to vote in its
discretion on any additional matters that may come before the Annual
Meeting.
If you only sign and return this instruction card, but provide no specific
voting direction, the Trustee will vote such shares "FOR" Proposals 1 and 2.
If by April 13, 1995, you have not returned this card to the Trustee, the
Trustee will be authorized to vote such shares in its discretion on all
matters that are determined by vote at the Annual Meeting.
Election of 4 directors, each for a three year term.
Nominees: SEE REVERSE
SIDE
Ruth S. Block, John H. Bryan,
Walter B. Massey and Micheal H. Wilson
FOLD AND DETACH CARD HERE
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE
OWNERSHIP TO BE ADMITTED TO ITS 1995 ANNUAL
MEETING OF SHAREHOLDERS.
PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR
VOTING CARD OR YOUR ACCOUNT STATEMENT WITH YOU TO
THE ANNUAL MEETING.
<PAGE>
/X/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
I direct that the shares allocable to and/or owned by my account(s) within the
AESP and/or APSP which the Trustee is entitled to vote at said meeting shall
be voted as follows:
- -------------------------------------------------------------------------------
Amoco's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
- -------------------------------------------------------------------------------
With- For All
For held Except
1.) Election of directors (see reverse) / / / / / /
- -------------------------------------------------------------------------------
If you do not want your shares voted "FOR" a particular nominee, mark the "For
All Except" box and write that nominee's name on the line above.
For Against Abstain
2.) Appointment of Price Waterhouse LLP / / / / / /
as Independent accountants
- -------------------------------------------------------------------------------
Signature ________________________________________________ Date ______________
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 13, 1995.
DETACH CARD DETACH CARD
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE THE SHARES
ALLOCABLE TO AND/OR OWNED BY YOUR ACCOUNT(S) WITHIN THE
AESP AND/OR APSP, PLEASE COMPLETE AND SIGN THE ATTACHED
CARD AND MAIL IT TO REACH THE TRUSTEE BY APRIL 13,1995. THE
TRUSTEE WILL ALSO THEN BE AUTHORIZED TO VOTE IN ITS DISCRETION
ON ANY ADDITIONAL MATTERS THAT MAY COME BEFORE THE ANNUAL
MEETING.
IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD, BUT PROVIDE
NO SPECIFIC VOTING DIRECTION, THE TRUSTEE WILL VOTE SUCH SHARES
"FOR" PROPOSALS 1 AND 2.
IF BY APRIL 13, 1995, YOU HAVE NOT RETURNED THIS CARD TO THE
TRUSTEE, THE TRUSTEE WILL BE AUTHORIZED TO VOTE SUCH
SHARES IN ITS DISCRETION ON ALL MATTERS THAT ARE DETERMINED
BY VOTE AT THE ANNUAL MEETING.
<PAGE>
PROXY
BANKERS TRUST COMPANY, TRUSTEE
AMOCO FABRICS AND FIBERS 401(k) SAVINGS PLAN
THIS INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO PARTICIPANTS IN THE AMOCO FABRICS AND FIBERS 401(k) SAVINGS PLAN:
With this card you will receive a copy of Amoco Corporation's Proxy Statement
and Notice of Annual Meeting of Shareholders to be held in Chicago, Illinois on
April 25, 1995.
Under the Amoco Fabrics and Fibers 401(k) Savings Plan a participant may
instruct the Trustee to vote the shares allocable to that participant's
proportionate amount of the Amoco Stock Fund at Amoco Corporation shareholder
meetings.
If you wish to instruct the Trustee how to vote such shares, please complete and
sign the reverse side of this card and mail it to reach the Trustee by April 13,
1995. A postage paid return envelope is enclosed for your convenience. The
Trustee will also then be authorized to vote in its discretion on any additional
matters that may come before the Annual Meeting.
If you only sign and return this instruction card, but provide no specific
voting direction, the Trustee will vote such shares "FOR" Proposals 1 and 2.
If by April 13, 1995, you have not returned this card to the Trustee, the
Trustee will be authorized to vote such shares in its discretion on all matters
that are determined by vote at the Annual Meeting.
Election of 4 directors, each for a three-year term.
Nominees: SEE REVERSE
SIDE
Ruth S. Slock, John H. Bryan,
Walter E. Massey and Michael H. Wilson
FOLD AND DETACH CARD HERE
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE
OWNERSHIP TO BE ADMITTED TO ITS 1995 ANNUAL
MEETING OF SHAREHOLDERS.
PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR
VOTING CARD OR YOUR ACCOUNT STATEMENT WITH YOU TO
THE ANNUAL MEETING.
<PAGE>
/X/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
I direct that the shares allocable to my proportionate amount of the Amoco Stock
Fund which the Trustee is entitled to vote at said meeting shall be voted as
follows:
- -------------------------------------------------------------------------------
Amoco's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
- -------------------------------------------------------------------------------
With- For All
For held Except
1.) Election of directors (see reverse) / / / / / /
- -------------------------------------------------------------------------------
If you do not want your shares voted "FOR" a particular nominee, mark the "For
All Except" box and write that nominee's name on the line above.
For Against Abstain
2.) Appointment of Price Waterhouse LLP / / / / / /
as independent accountants
- -------------------------------------------------------------------------------
Signature ________________________________________________ Date ______________
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 13, 1995.
DETACH CARD DETACH CARD
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE THE SHARES
ALLOCABLE TO YOUR PROPORTIONATE AMOUNT OF THE AMOCO STOCK
FUND, PLEASE COMPLETE AND SIGN THE ATTACHED
CARD AND MAIL IT TO REACH THE TRUSTEE BY APRIL 13,1995. THE
TRUSTEE WILL ALSO THEN BE AUTHORIZED TO VOTE IN ITS DISCRETION
ON ANY ADDITIONAL MATTERS THAT MAY COME BEFORE THE ANNUAL
MEETING.
IF YOU ONLY SIGN AND RETURN THE ATTACHED INSTRUCTION CARD, BUT
PROVIDE NO SPECIFIC VOTING DIRECTION, THE TRUSTEE WILL VOTE SUCH
SHARES "FOR" PROPOSALS 1 AND 2.
IF BY APRIL 13, 1995, YOU HAVE NOT RETURNED THE ATTACHED CARD TO
THE TRUSTEE, THE TRUSTEE WILL BE AUTHORIZED TO VOTE SUCH
SHARES IN ITS DISCRETION ON ALL MATTERS THAT ARE DETERMINED
BY VOTE AT THE ANNUAL MEETING.
<PAGE>
APPENDIX TO AMOCO CORPORATION 1995 PROXY STATEMENT
March 13, 1995
DESCRIPTION OF GRAPHICS OMITTED FROM EDGAR SUBMISSION
On page 4 are three photographs of nominees for director, placed side by side in
the following order, reading left to right.
1. Photograph of Ruth S. Block, page 4 of printed proxy.
2. Photograph of John H. Bryan, page 4 of printed proxy.
3. Photograph of Walter E. Massey, page 4 of printed proxy.
On page 5 is one photograph of a nominee for director and two photographs of
current directors, placed side by side in the following order, reading left to
right.
4. Photograph of Michael H. Wilson, page 5 of printed proxy.
5. Photograph of Donald R. Beall, page 5 of printed proxy.
6. Photograph of Erroll B. Davis, Jr., page 5 of printed proxy.
On page 6 are three photographs of current directors placed side by side in the
following order, reading left to right.
7. Photograph of Patrick J. Early, page 6 of printed proxy.
8. Photograph of Richard J. Ferris, page 6 of printed proxy.
9. Photograph of H. Laurance Fuller, Page 6 of printed proxy.
On page 7 are three photographs of current directors, placed side by side in the
following order, reading left to right.
10. Photograph of Floris A. Maljers, page 7 of printed proxy.
11. Photograph of Robert H. Malott, page 7 of printed proxy.
12. Photograph of Martha R. Seger, page 7 of printed proxy.
On page 8 are two photographs of current directors, placed side by side in the
following order, reading left to right.
13. Photograph of Lawrason D. Thomas, page 8 of printed proxy.
14. Photograph of Richard D. Wood, page 8 of printed proxy.
