<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1996
FILE NO. 33-63811
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMOCO CORPORATION
(Exact name of registrant as specified in its charter)
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-6111)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
<TABLE>
<S> <C>
INDIANA 36-1812780
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
</TABLE>
S. F. GATES, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-5474)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC.
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ______
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE (*) FEE
<S> <C> <C> <C> <C>
Common Stock, without par
value........................ 10,000,000 $70.875 708,750.00 $244,397(**)
</TABLE>
(*) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of high and low prices reported
on The New York Stock Exchange Composite Tape for February 8, 1996.
(**) In accordance with Rule 457(b), this fee shall be reduced by $110,884,
reflecting the fee paid by the Registrant on October 30, 1995 in connection
with the initial filing of this Registration Statement. As a result, the fee
payable upon filing this Amendment No. 1 is $133,513.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 14, 1996
PROSPECTUS
AMOCO CORPORATION
[LOGO]
AMOCO DIRECT ACCESS PLAN
Amoco Corporation, an Indiana corporation (the "Company" or "Amoco"), hereby
offers participation in its Amoco Direct Access Plan (the "Plan"). The Plan is
designed to provide investors with a convenient way to purchase shares of the
Company's common stock, without par value ("Common Stock"), and to reinvest the
cash dividends paid on Common Stock in additional shares of Common Stock. (See
"Amoco Direct Access Plan Description.")
KEY ASPECTS OF THE PLAN
-Investors may purchase Common Stock for the first time by calling the
Administrator (as hereinafter defined), the Company or the Registered
Broker/Dealer (as hereafter defined) to obtain a prospectus, brochure, and
enrollment form and then returning the enrollment form with an initial cash
investment of $450 to $150,000.
-Investors who already own Common Stock may participate in the Plan by
submitting a completed enrollment form and depositing a stock certificate
for five or more shares into the Plan.
-Dividend reinvestment is automatic, or participants may choose to have
dividends electronically deposited to their bank accounts.
-Participants may purchase more shares through the Plan at any time,
investing as little as $50 per investment or as much as a total of $150,000
per year. Both whole and fractional shares are credited to participants'
Plan accounts.
-Shares in the Plan are held in safe and convenient book entry form ("Book
Shares") or stock certificates are provided free of charge upon request.
-Participants have full share rights with respect to whole shares in their
Plan accounts, including the power to vote and the power to sell shares
held in the Plan.
-Because participants cannot control the timing of investments or sales
under the Plan, they also cannot control the price at which investments or
sales are made for them under the Plan.
-Transfers and gifts of shares of Common Stock in the Plan are easy.
-Participants are responsible for certain charges and fees. The Company pays
most of the costs of administration of the Plan.
Shares of Common Stock offered under the Plan may be purchased from the
Company or in the open market. Purchases and sales in the "open market" mean
those made on any securities exchange on which the Common Stock is listed, in
the over-the-counter market or in negotiated transactions with persons other
than the Company or its affiliates. At present, it is anticipated that the
shares of Common Stock required for the Plan will be purchased in the open
market and the Company will not receive any proceeds therefrom. Open market
purchases will be effected through the Independent Agent (as hereinafter
defined) selected by the Administrator. Common Stock is listed on the New York,
Chicago, Pacific, Toronto and four Swiss stock exchanges. The closing price of
the Common Stock on February 8, 1996 on the New York Stock Exchange was $71.625.
All Plan purchases of Common Stock will be made by the Administrator at the
then current market price of the Common Stock, calculated as described herein,
either in the open market or from the Company.
The initial Administrator will be the First Chicago Trust Company of New
York, which will administer the Plan, keep records, send statements of Plan
Account activity ("Statements of Account") to participants and perform other
duties related to the Plan.
This Prospectus relates to 10,000,000 shares of Common Stock offered for
purchase under the Plan.
To the extent required by applicable law in certain jurisdictions, shares of
Common Stock offered under the Plan to persons not presently holders of Common
Stock are offered only through Execution Services Incorporated or such other
registered broker/dealer(s) as may be appointed from time to time (the
"Registered Broker/Dealer") in such jurisdictions.
This Prospectus contains a summary of the material provisions of the Plan
and, therefore, this Prospectus should be retained by participants in the Plan
for future reference.
----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------
The date of this Prospectus is February 14, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements, and other information can be
inspected and copied at the following regional offices of the Commission: 500
West Madison Street, Suite 1400, Chicago, Illinois, and 7 World Trade Center,
New York, New York. Copies can also be obtained from the Commission's Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is listed on the New York, Chicago, Pacific,
Toronto, and four Swiss stock exchanges. Reports, proxy statements, and other
information concerning the Company can be inspected at the New York, Chicago,
Pacific and Toronto stock exchanges.
This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act of 1933, as amended. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement, and reference is
made to the Registration Statement for further information with respect to the
Company and the shares of Common Stock registered under the Registration
Statement. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS
There are hereby incorporated by reference in this Prospectus the following
documents:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) The Company's definitive Proxy Statement dated March 13, 1995, in
connection with its Annual Meeting of Shareholders held on April 25, 1995
(other than the Board Compensation and Organization Committee Report on
Executive Compensation and the Cumulative Total Shareholder Return Five-Year
Comparison graph, which are not incorporated by reference herein);
2
<PAGE>
(c) The Company's Current Reports on Form 8-K dated April 5, 1995 and
dated April 13, 1995;
(d) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995, June 30, 1995, and September 30, 1995; and
(e) The description of Common Stock which is contained in the Company's
registration statement filed pursuant to Section 12 of the 1934 Act;
in each case filed with the Commission pursuant to the 1934 Act.
All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements (other than the portions of such proxy
statements consisting of (i) the report of any committee of the Company's Board
of Directors on executive compensation and (ii) the shareholder return
comparison graph) pursuant to Section 14 of the 1934 Act filed by the Company
after the date of this Prospectus and prior to the termination of the offering
of Common Stock made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on the
written or telephone request of any such person, a copy of any or all of the
information referred to herein which has been or may be specifically
incorporated by reference into such documents. Written requests for such copies
should be directed to Amoco Corporation, P.O. Box 87703, Chicago, Illinois
60680-0703, Attention: Shareholder Services, Mail Code 0404. Telephone requests
may be directed to (800) 638-5672.
THE COMPANY AND ITS SUBSIDIARIES
The Company was incorporated in Indiana in 1889 and has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111). The Company is a parent corporation concerned with
overall policy guidance, financing, coordination of operations, staff services,
3
<PAGE>
performance evaluation and planning for its subsidiaries. The Company and its
consolidated subsidiaries form a large integrated petroleum and chemical
enterprise.
There are three principal wholly-owned subsidiaries. These subsidiaries and
the businesses in which they are engaged are summarized below:
<TABLE>
<S> <C>
Amoco Production Company........ Exploration, development and
production of crude oil, natural
gas, and natural gas liquids, and
marketing of natural gas.
Amoco Oil Company............... Refining, marketing and transporting
of petroleum and related products.
Amoco Chemical Company.......... Manufacture and sale of chemical
products.
</TABLE>
Amoco Company, a wholly owned subsidiary of Amoco Corporation, is the
holding company for these three subsidiaries and substantially all other
petroleum and chemical operating subsidiaries except Amoco Canada Petroleum
Company Ltd., which is wholly owned by Amoco Corporation.
In 1994, a major restructuring occurred that effectively eliminated the role
of the three principal subsidiaries as operating entities. The new organization
is structured around business groups divided into three sectors - exploration
and production, petroleum products and chemicals. The Exploration and Production
Sector ("E&P") includes U.S. Operations, International Operations, Canada,
Natural Gas, Worldwide Exploration, Eurasia and E&P Technology. The Petroleum
Products Sector includes Refining, Marketing, Supply and Logistics and
International Business Development. The Chemicals Sector includes Chemical
Feedstocks, Chemical Intermediates, Polymers, Fabrics and Fibers, Foam Products
and Development and Diversification.
RECENT DEVELOPMENTS
Amoco announced on January 16, 1996, that it adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of" effective in the fourth
quarter of 1995. The effect of the accounting standard was to reduce
fourth-quarter earnings by a non-cash after-tax charge of $380 million. About 80
percent of the charge related to oil and gas producing properties in North
America. Under the new standard these properties are evaluated by individual
field. Previously, the Company evaluated impairment of oil and gas properties
using an aggregated approach.
4
<PAGE>
Selected consolidated financial results of Amoco for the fourth quarter and
year of 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
YEAR
FOURTH QUARTER --------------------
(MILLIONS OF DOLLARS, EXCEPT PER 1995* 1994 1995* 1994
--------- --------- --------- ---------
SHARE AMOUNTS) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues......................... $ 8,086 $ 7,782 $ 31,001 $ 30,362
Net income....................... $ 207 $ 536 $ 1,862 $ 1,789
Earnings per share............... $ 0.42 $ 1.08 $ 3.76 $ 3.60
</TABLE>
- ------------------------
* Estimated
The fourth-quarter 1995 earnings of $207 million included a $380 million
charge (after tax) related to impairment of long-lived assets, and a gain of $83
million (after tax) on the sale of the Amoco Motor Club. The 1994 fourth-quarter
earnings of $536 million included a gain of $45 million related to certain
property sales, and other net favorable adjustments of $34 million. Excluding
these items from both periods, fourth-quarter 1995 earnings would have been $504
million compared to $457 million earned in the fourth quarter of 1994. The
increase in fourth-quarter earnings primarily reflected higher chemical earnings
and strong overseas exploration and production ("E&P") results, which more than
offset low petroleum product margins. The higher chemical earnings resulted from
higher margins and volumes in several product lines. Overseas E&P earnings
increased as a result of higher crude oil prices and sales volumes, lower taxes
and other expenses and favorable currency effects, offset by higher exploration
expenses.
Full-year 1995 earnings were $1,862 million, or $3.76 per share. Excluding
impairment charges of $380 million and the $83 million gain on the sale of Amoco
Motor Club, 1995 earnings would have been $2,159 million up 25 percent from
earnings, excluding unusual items, of $1,728 million for 1994. Included in 1994
earnings were gains on property dispositions of $45 million, favorable tax
adjustments of $62 million, environmental charges of $60 million, the net impact
of restructuring charges of $256 million and the favorable crude oil excise tax
settlement of $270 million. The increase in earnings for the full-year 1995
primarily reflected higher chemical earnings resulting from both higher volumes
and margins across most product lines, and strong overseas E&P earnings.
APPLICATION OF PROCEEDS
Since the Common Stock offered under the Plan may be either (i) newly issued
shares of Common Stock purchased from the Company; or (ii) shares of
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<PAGE>
Common Stock purchased in the open market, the number of shares of Common Stock,
if any, that the Company ultimately will sell under the Plan is not known. If
newly issued shares of Common Stock are purchased from the Company under the
Plan, the Company will receive the proceeds from such sales and will use them
for general corporate purposes, including, without limitation, the refinancing
of outstanding indebtedness of the Company or the advance or contribution of
funds to one or more of the Company's subsidiaries to be used for their general
corporate purposes, including refinancing of outstanding indebtedness. The
Company will not receive any proceeds when shares of Common Stock are purchased
in the open market for the Plan.
AMOCO DIRECT ACCESS PLAN DESCRIPTION
The following summary of the material terms and provisions of the Plan does
not purport to be a complete description and is qualified by reference to the
Plan, which is an exhibit to the Registration Statement.
PURPOSE AND OTHER CONSIDERATIONS
The purpose of the Plan is to provide interested investors and holders of
Common Stock a convenient means of investing in the Company through new
investments in Common Stock and through the regular reinvestment of cash
dividends paid on Common Stock.
Nothing contained in this Prospectus or in other Plan information represents
a recommendation by the Company or anyone else that any person buy or sell
Common Stock. A DECISION TO PARTICIPATE IN THE PLAN SHOULD BE MADE ONLY AFTER AN
INVESTOR HAS INDEPENDENTLY MADE THE NECESSARY INVESTMENT DECISION.
The value of Common Stock may increase or decrease. Plan Accounts (as
hereafter defined) are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation, or any other entity.
ADMINISTRATION
Administration of the Plan will be conducted by the individual (who may be
an employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
the Plan (the "Administrator"). THE FIRST CHICAGO TRUST COMPANY OF NEW YORK WILL
BE THE INITIAL ADMINISTRATOR.
The Administrator will also act as trustee under the trust agreement for the
Plan. The trustee will make arrangements with respect to the holding, voting and
disposing of the Common Stock under the Plan which is allocable to Plan Accounts
as Book Shares. In making these arrangements, the trustee may coordinate
activities with the Administrator with respect to the trustee functions.
6
<PAGE>
The Administrator will be responsible for administering the Plan, receiving
all cash investments made by participants, maintaining records of each
participant's Plan Account activities, issuing Statements of Account and
performing other duties required by the Plan. The Administrator will forward
funds to be used to purchase shares of Common Stock in the open market to an
agent (the "Independent Agent") selected by the Administrator that is an "agent
independent of the issuer," as that term is defined in Rules 10b-6 and 10b-18
under the 1934 Act. Additionally, the Administrator will promptly forward
purchase and sales instructions to the Independent Agent. The Independent Agent
will be responsible for purchasing and selling shares of Common Stock in the
open market for Plan Accounts in accordance with the provisions of the Plan.
Under certain circumstances the Administrator may be the Independent Agent.
Participants may contact the Administrator by writing:
The First Chicago Trust Company of New York
Post Office Box -- 2598
525 Washington Blvd.
Jersey City, New Jersey 07303
or by telephoning the Administrator, toll-free at (800) 446-2617, twenty-four
(24) hours a day, Monday through Friday and between 12:00 a.m. and 8:00 p.m. on
Saturday or at such other telephone number(s) as may be published for the Plan
from time to time. For security and quality control reasons, telephone calls may
be recorded. Written communications may be sent by telefax. Participants should
contact the Administrator for current telefax numbers. The Administrator also
serves as co-transfer agent and registrar for the Company and may have other
business relationships with the Company from time to time. The Administrator is
also the administrator of the Automatic Dividend Reinvestment Plan for
Shareholders of Amoco Corporation (the "Dividend Reinvestment Plan"), which is
being replaced by the Plan. (See "Enrollment Procedures.")
ELIGIBILITY
Any person or entity, whether or not a record holder of Amoco Common Stock,
is eligible to participate in the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described below under "Enrollment
Procedures" and (ii) in the case of persons or entities that reside outside the
United States, upon request of the Administrator, such persons or entities
warrant that participation would not violate local laws applicable to the
Company, the Plan or the participant.
7
<PAGE>
ENROLLMENT PROCEDURES
DIVIDEND REINVESTMENT PLAN INVESTORS
ALL INVESTORS IN THE DIVIDEND REINVESTMENT PLAN WILL AUTOMATICALLY BECOME
PARTICIPANTS IN THE PLAN WITHOUT SENDING IN AN ENROLLMENT FORM (AS HEREAFTER
DEFINED) OR PAYING AN ENROLLMENT FEE UNLESS THEY TERMINATE THEIR DIVIDEND
REINVESTMENT PLAN ACCOUNT BY PROVIDING WRITTEN NOTICE OF SUCH TERMINATION BY THE
DATE SPECIFIED BY THE COMPANY. Absent delivery of such notice, all shares of
Common Stock attributable to an investor under the Dividend Reinvestment Plan
will automatically be deemed to be shares allocable to a Plan Account
established for such investor, as of the date the Plan first becomes effective,
without regard to whether the investor submits certificates for such shares to
the Administrator.
OTHER PLAN APPLICANTS
After being furnished with a copy of this Prospectus, applicants may join
the Plan at any time by completing and signing the required documentation
("Enrollment Form"), submitting the enrollment fee, submitting shares of Common
Stock or an initial cash investment as described later in this Prospectus and
providing such other items and documentation as may be required by the
Administrator. (See "Record Accounts and Plan Accounts" and "Initial and
Optional Cash Investments.") Requests for copies of Enrollment Forms, as well as
copies of other Plan forms and this Prospectus, should be made to the Company,
the Administrator or the Registered Broker/Dealer in writing or by telephone.
Enrollment Forms will be processed as promptly as practicable. Participation
in the Plan will commence after the applicable enrollment fee, the properly
completed Enrollment Form, the shares of Common Stock or an initial cash
investment and any other required documentation have been received and accepted
by the Administrator.
PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES AND CHARGES IN CONNECTION
WITH THE PLAN. (SEE "FEES.")
RECORD ACCOUNTS AND PLAN ACCOUNTS
A "Record Account" means any shareholder account on the Company's stock
records reflecting Common Stock ownership, but excluding all Plan Accounts. A
"Plan Account" as to any participant means an account maintained by the
Administrator and/or the Company recording (i) the shares of Common Stock
allocable to him under the Plan and (ii) any cash held by the Administrator
pending investment or payment to such participant.
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<PAGE>
Record holders of at least five (5) shares of Common Stock are eligible to
participate in the Plan by completing and submitting an Enrollment Form and
submitting the enrollment fee, stock certificates for at least five (5) shares
of Common Stock, executed stock powers and other documentation required by the
Administrator. Upon receipt and acceptance of these items by the Administrator,
such holder's Record Account will be converted into a Plan Account and all
shares held in such Record Account will be transferred into such Plan Account.
The holder may thereafter use the Plan services as to those shares. AFTER
BECOMING A PARTICIPANT IN THE PLAN A PARTICIPANT MAY NOT MAINTAIN A RECORD
ACCOUNT IN THE EXACT SAME NAME AS THE PLAN ACCOUNT. Shares acquired by a
participant, after the establishment of a Plan Account, in the exact same name
as the Plan Account will be automatically treated as shares held in such Plan
Account without regard to whether the participant surrenders any certificates
for such shares or submits a separate Enrollment Form.
A beneficial owner of at least five (5) shares of Common Stock registered in
the name of someone else (for example, a bank, broker or trustee) may
participate in the Plan without making an initial cash investment by having the
shares reregistered in his name and following the procedures described in the
immediately preceding paragraph for record holder enrollment in the Plan.
Beneficial owners should contact the record holder (e.g., the bank, broker or
trustee) to determine what actions they must take to accomplish such
reregistration.
After the establishment of a Plan Account, a participant may deposit any
number of additional record shares over which he has dispositive authority by
delivering certificate(s) for such shares to the Administrator and such
documentation as the Administrator may require. A beneficial owner of shares of
Common Stock registered in the name of someone else (for example, a bank, broker
or trustee) may deposit additional shares of Common Stock into his Plan Account
by having such shares reregistered in his own name and delivering the
certificate(s) for such shares to the Administrator and such documentation as
the Administrator may require.
INITIAL AND OPTIONAL CASH INVESTMENTS
Interested investors, whether or not record holders of Common Stock, may
become participants by making an initial cash investment in the Plan as
hereinafter described. APPLICANTS MUST INCLUDE A CHECK OR MONEY ORDER FOR A
MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $450 PLUS THE ENROLLMENT FEE WITH
THEIR COMPLETED ENROLLMENT FORM. Such investments may be made by personal check
or money order payable to the "FCTC-NY-Amoco." APPLICANTS SHOULD NOT SEND CASH.
9
<PAGE>
In the case of a record holder who enrolls in the Plan by making an initial
cash investment and establishes a Plan Account in the exact same name as that in
which his record shares are held, the record shares will be automatically
treated as Plan shares without regard to whether the participant surrenders any
certificates for such shares or submits a separate Enrollment Form for such
shares.
Participants may make optional cash investments of at least $50, up to a
maximum total of initial and optional cash payments of $150,000 per year. There
is no obligation to make any optional cash investments. A participant may make
optional cash investments by delivering to the Administrator a written
instruction and a personal check, money order or electronic funds transfer
payable to the "FCTC-NY-Amoco." PARTICIPANTS SHOULD NOT SEND CASH. Prior to
making electronic funds transfers, participants should contact the Administrator
to obtain an electronic funds transfer instruction. A Participant may arrange to
have a set amount of funds invested once a month through electronic funds
transfer from his predesignated account at a bank, saving association or other
financial institution ("Bank Account"). At the participant's election monthly
investments by electronic funds transfers may take place on the first or the
fifteenth (or the next business day) of the month. A participant's Bank Account
will be debited three (3) business days prior to the scheduled Investment Date
(as defined in the next paragraph). Some financial institutions charge for
electronic funds transfers. Interested participants should consult their own
financial institutions for any applicable charges. In addition, participants
will be charged a fee by the Administrator for investment by electronic funds
transfer. (See "Fees.") Participants may vary the amount and timing of such
electronic funds transfer investments from time to time upon prior written
notice to the Administrator.
The Administrator will arrange for the Independent Agent to make purchases
for the Plan at least once a week. An "Investment Date" under the Plan is the
date selected by the Administrator (or by the Independent Agent if the Company
is the Administrator) as of which shares of Common Stock are purchased for the
Plan with initial and optional cash investments. NO INTEREST WILL BE PAID ON
FUNDS HELD BY THE ADMINISTRATOR PENDING INVESTMENT. ACCORDINGLY, PARTICIPANTS
AND INTERESTED INVESTORS SHOULD TRANSMIT CASH INVESTMENTS SO AS TO REACH THE
ADMINISTRATOR SHORTLY (BUT NOT LESS THAN TWO (2) BUSINESS DAYS) BEFORE THE
DESIRED DATE OF PURCHASE. (SEE "PURCHASE AND SALE OF SHARES.")
Upon a participant's request received by the Administrator two (2) or more
business days prior to a scheduled Investment Date, a cash investment not
already invested in Common Stock will be returned, without interest, to the
participant. However, no refund of a check or money order will be made until the
funds from such instruments have been actually collected by the
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<PAGE>
Administrator. Accordingly, such refunds may be significantly delayed. If the
request to stop investment is received by the Administrator fewer than two (2)
business days prior to a scheduled Investment Date, any cash investment then
held by the Administrator will be invested in Common Stock.
All cash investments are subject to collection by the Administrator at full
face value in U.S. funds. The method of delivery of any cash investment is at
the election of the participant and will be deemed received when actually
received by the Administrator. If the delivery is by mail, it is recommended
that the participant or interested investor use properly insured, registered
mail with return receipt requested, and that the mailing be made sufficiently in
advance of the desired date of purchase.
REINVESTMENT AND DIRECT DEPOSIT OF CASH DIVIDENDS
A participant may elect to reinvest all cash dividends paid on shares of
Common Stock allocable to his Plan Account by designating such election on an
Enrollment Form. A PARTICIPANT MAY ELECT TO HAVE DIVIDEND REINVESTMENT ONLY FOR
HIS ENTIRE PLAN ACCOUNT; DIVIDEND REINVESTMENT FOR ONLY A PORTION OF SHARES
ALLOCABLE TO A PLAN ACCOUNT IS NOT PERMITTED. IF A PARTICIPANT DOES NOT MAKE A
CONTRARY ELECTION, CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK ALLOCABLE TO A
PARTICIPANT'S PLAN ACCOUNT WILL BE AUTOMATICALLY REINVESTED IN SHARES OF COMMON
STOCK.
Cash dividends which are to be reinvested for Plan Accounts will be invested
in Common Stock beginning on the date of payment or the immediately following
business day if the dividend payment date is not a business day. (See "Purchase
and Sale of Shares.") No interest will be paid on cash dividends held by the
Administrator pending reinvestment.
A participant who elects not to reinvest cash dividends on shares of Common
Stock allocable to his Plan Account will receive such cash dividends by
electronic direct deposit to his Bank Account. To receive an electronic direct
deposit of dividend funds, participants must complete and sign an electronic
funds transfer instruction and return it to the Company. Electronic direct
deposit will become effective as promptly as practicable after receipt of an
electronic funds transfer instruction by the Company. Changes in Bank Accounts
may be made by delivering a new valid, usable completed electronic funds
transfer instruction to the Company.
If the designated electronic funds transfer route or Bank Account
identification is unusable for any reason, the Company will mail a check for the
dividend funds by First Class Mail to the participant's address of record with
an advice of the failed transmission and the Company's inability to execute
11
<PAGE>
the electronic direct deposit of the dividend funds. Thereafter, until the
participant provides a valid, usable electronic funds transfer instruction all
dividend funds payable on shares allocable to such Plan Account shall be
reinvested in additional shares of Common Stock. PARTICIPANTS MAY NOT ELECT TO
HAVE DIVIDENDS PAID ON SHARES OF COMMON STOCK ALLOCABLE TO THEIR PLAN ACCOUNTS
SENT BY CHECK.
A participant may change his election with respect to reinvestment of cash
dividends by designating his changed election on a new Enrollment Form. If
instructions regarding a changed dividend payment election are received less
than two (2) business days before a record date for a dividend, the changed
payment method will not be implemented until after the payment of the relevant
dividend. If such instructions are received two (2) or more business days before
a record date for a dividend, the instruction will be implemented for that
dividend.
PURCHASE AND SALE OF SHARES
Shares of Common Stock purchased for participants under the Plan will be, at
the Company's election, either newly issued shares from the Company or shares of
Common Stock purchased in the open market by the Independent Agent. As of the
date of this Prospectus, shares of Common Stock purchased for participants under
the Plan will be purchased in the open market by the Independent Agent. The Plan
prohibits the Company from changing its election regarding the source of
purchases of the shares (i.e., from the Company or in the open market) more than
once in any three (3) month period. The Company will not exercise its right to
change the source of purchases of shares of Common Stock absent a recorded
determination by the Company's Board of Directors or Chief Financial Officer
that the Company's need to raise additional capital has changed or there is
another valid reason for such change.
Below are descriptions of prices for purchases and sales of shares under the
Plan. PARTICIPANTS DO NOT HAVE CONTROL OVER THE PRICE OR THE TIME AT WHICH
COMMON STOCK IS PURCHASED OR SOLD FOR THEIR PLAN ACCOUNTS. Therefore,
participants bear the market risk associated with fluctuations in the price of
Common Stock.
- The price for shares purchased from the Company will be the average of the
high and low per share sales prices of Common Stock as reported on the New
York Stock Exchange Composite Tape and published in THE WALL STREET
JOURNAL for the relevant purchase date (or, if no prices are reported for
such date, the preceding date for which prices are reported).
12
<PAGE>
- The price for shares purchased in the open market for the Plan with
initial and optional cash investment funds will be the weighted average
price per share of all shares purchased for the Plan in the open market on
the relevant purchase date.
- The price for shares purchased in the open market for the Plan with
dividend funds will be the weighted average price per share of all shares
purchased for the Plan with the dividend funds paid to the Plan for
reinvestment on behalf of participants for a given dividend payment date.
Purchases of shares in the open market for dividend reinvestment may be
made over a period of days.
- The price for shares sold for the Plan will be the weighted average price
per share of the shares sold in the open market for the Plan on the
relevant date.
- As to all purchases and sales, each Plan Account will also be charged the
fees, expenses and any applicable deductions and/or withholdings required
by law incurred by the Plan Account in effecting such transactions. Shares
purchased or sold in the open market are subject to such additional terms
and conditions as the Administrator may determine and accept.
The cost of purchases and sales to Plan Accounts is described below:
- For shares of Common Stock purchased directly from the Company the share
acquisition cost will be the sum of the price per share charged by the
Company for those shares plus the per share amount of any fees and
expenses incurred by the Plan Account in making the purchase.
- For shares of Common Stock purchased in the open market with initial cash
investment funds and/or optional cash investment funds the share
acquisition cost will be the sum of the weighted average price per share
of the shares of Common Stock purchased in the open market for the Plan on
the relevant date, plus the per share amount of the fees and expenses
incurred by the Plan Account in making the purchase.
- For open market dividend reinvestment purchases the share acquisition cost
will be the sum of the weighted average price per share of Common Stock
purchased in the open market with the dividend funds for the relevant
dividend payment date, plus the per share amount of the fees and expenses
incurred by the Plan Account in making the purchase.
- For shares of Common Stock sold in the open market the sale cost will be
the weighted average price per share of the shares of Common Stock
13
<PAGE>
sold in the open market for the Plan on the relevant sale date, minus the
per share amount of the fees and expenses incurred by the Plan Account in
making the sale.
The Administrator will sell shares of Common Stock allocable to any Plan
Account as soon as practicable following the Administrator's receipt of a
participant's sale instructions, but at least within the following calendar
week. The Administrator will arrange for the Independent Agent to make purchases
for the Plan at least once per week. The Administrator will invest all cash
dividends which are to be reinvested and all initial and optional cash
investments within thirty (30) days of the dividend payment date or the date the
funds are received, respectively, except where deferral is necessary to comply
with applicable federal or state securities laws. Any dividends and initial and
optional cash investments not so invested will be promptly returned by First
Class Mail to the appropriate participant or submitting person. If the New York
Stock Exchange is closed more than two (2) business days and this impairs or
precludes the Administrator's ability to comply with the investment timing
requirements described in this paragraph, the timing requirements will be waived
for the period of the closure. The Administrator will resume its investment
activities for the Plan promptly upon the reopening of the New York Stock
Exchange.
Notwithstanding anything else herein or in the Plan, no more than
thirty-five (35) calendar days will elapse (a) between a dividend payment date
and the date dividend funds for that dividend are invested in Common Stock or
paid to participants or (b) between the date initial or optional cash
investments are received by the Administrator and the date those funds are
invested in Common Stock or paid back to participants.
With regard to open market purchases and sales of shares by the Independent
Agent, none of the Company, the Administrator (if it is not also the Independent
Agent) nor any participant will have any authority or power to direct the time
or price at which shares may be purchased or sold, the markets on which the
shares are to be purchased or sold (including on any securities exchange, in the
over-the-counter market or in negotiated transactions), or the selection of the
broker or dealer (other than any Independent Agent in the case of the
Administrator) through or from whom purchases and sales may be made except that
such transactions will be made in accordance with the terms of the Plan. The
Independent Agent may commingle each participant's funds with those of other
participants for the purpose of executing purchase and sale transactions.
14
<PAGE>
If instructions to purchase shares are received on or after the Ex-Dividend
Date (as hereafter defined) but before the related dividend payment date, the
purchase will be processed without dividend rights to the purchaser. The term
"Ex-Dividend Date" means the date as of which the New York Stock Exchange lists
the Common Stock as being subject to transfer without dividend rights to the
transferee, usually two (2) days before the record date for the related
dividend.
SALE OF SHARES
At any time, a participant may request, by delivering to the Administrator a
completed transaction request form that all or a portion of the whole shares of
Common Stock allocable to his Plan Account be sold. The sale will be implemented
as described in "Purchase and Sale of Shares". The Administrator will send a
check for the sale proceeds to the participant as soon as practicable following
such sale but in any event within fifteen (15) business days following the date
the Administrator receives the completed transaction request form.
If an instruction to sell shares of Common Stock is received by the
Administrator on or after an Ex-Dividend Date but before the related dividend
payment date, the sale will be processed without dividend rights to the
transferee of the shares. Following the receipt of the cash dividend allocable
to such shares, the Administrator will, in accordance with the transferor
participant's specified dividend payment method, either reinvest the cash
dividend or transmit the dividend to the participant's Bank Account via
electronic direct deposit, or if that fails, by check.
If instructions canceling or modifying a request to sell shares in a Plan
Account previously received by the Administrator are received later than the
same business day on which the original sale instructions were received, the
Administrator or Independent Agent, as applicable, will sell the shares pursuant
to the original sale request.
TRANSFERS/GIFTS
If a participant wishes to transfer, whether by gift, private sale or
otherwise, ownership of all or a portion of the shares of Common Stock allocable
to his Plan Account to the Plan Account of another participant or to a person or
entity not already a participant, the participant may do so by delivering to the
Administrator a completed transaction request form and such other documentation
as the Administrator may require. In the case of certificated shares,
certificates for such shares accompanied by executed stock powers and other
documentation required by the Administrator must also be delivered. The transfer
will be effected as soon as practicable following the Administrator's receipt of
the required documentation. The Administrator will promptly
15
<PAGE>
mail by insured, First Class Mail to the transferor participant at his address
of record any certificate for record shares which may be due to the transferor
participant as a result of such transfer. Fractional shares of Common Stock may
only be transferred to another Plan Account if at the time of transfer the
transferor participant withdraws from participation in the Plan or the Company
terminates his entire Plan Account. Fractional shares may not otherwise be
transferred. All shares transferred will be credited to the transferee Plan
Account as Book Shares.
At least five (5) shares of Common Stock must be transferred and the
applicable enrollment fee must be paid by the transferor to open a Plan Account
in the name of a transferee who is not already a participant. The Administrator
will forward to the transferee a Prospectus and related documentation as soon as
reasonably practicable, whereupon the transferee will be eligible to submit
optional cash investments to the Plan. Both the transferor and the transferee
will be sent a transaction notice indicating the transfer of shares.
With respect to a transferee who is already a participant, the payment of
cash dividends on the transferred shares will be made in the same manner as
designated for the transferee's Plan Account. With respect to a transferee who
is not yet a participant, absent a direction to the contrary, dividends paid on
shares of Common Stock in the transferee's Plan Account will be reinvested in
Common Stock.
FEES
Fees and charges for Plan transactions are as follows:
<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
- ------------------------------------------------------------ ------------------------
<S> <C>
Enrollment fee.............................................. $8.50 (upon enrollment
only)
Service charge on purchases of stock........................ 5% of amount invested up
to $3.00/transaction
maximum
Service charge for sales of shares from the Plan............ $10.00
Brokerage commissions on open market purchases.............. $.07/share
Brokerage commissions on open market sales.................. $.12/share
Service charge on electronic funds transfer debits from Bank
Accounts................................................... $1.00/transaction
Charge for checks or electronic funds transfer debits from
Bank Accounts rejected because of nonsufficient funds...... $20.00
</TABLE>
16
<PAGE>
The Company pays most of the costs of mailings, materials and other
administration of the Plan. All fees and charges are subject to change upon
notice to participants. Because of the structure of the fees, the cost on a per
share basis of purchasing or selling shares decreases as the number of shares
purchased or sold under the Plan increases. Participants should consider the
impact of the costs of transactions under the Plan on investment returns.
BOOK SHARES; CERTIFICATES FOR SHARES
Unless otherwise instructed by participants, participants will not receive
certificates for shares acquired through their Plan Accounts. Ownership of these
Book Shares will be evidenced solely by book entry in the Plan records. A
participant, at any time or from time to time, may request in writing a
certificate or certificates for all or any number of the whole Book Shares held
in his Plan Account. All requests will be processed promptly by the
Administrator, and in no event later than thirty (30) days after the date on
which the request is received, except where deferral is necessary under
applicable state laws or regulations. The Administrator will send the requested
certificate(s) by insured, First Class Mail to the participant.
A participant may at any time submit certificates for shares of common stock
for safekeeping by the Administrator. Common Stock so surrendered will be
allocable to a participant's Plan Account as Book Shares.
Book Shares held in a participant's Plan Account may not be pledged or
assigned. A participant who wishes to pledge or assign Book Shares must request
from the Administrator that a certificate be issued and mailed to the
participant. The participant may thereafter pledge or assign the certificated
shares.
MINIMUM PLAN ACCOUNT BALANCE
Except for participants who were automatically enrolled in the Plan because
they were investors in the Dividend Reinvestment Plan, participants must
maintain at least five (5) whole shares of Common Stock in their Plan Accounts.
If a participant (other than a former Dividend Reinvestment Plan investor who
was automatically enrolled in the Plan) does not maintain at least five (5)
whole shares of Common Stock allocable to his Plan Account, participation in the
Plan may be terminated by the Company in its discretion after written notice to
the participant and the lapse of three (3) months during which the participant
has an opportunity to purchase such additional shares of Common Stock as may be
required to achieve the five (5) whole share minimum. Upon termination, such
participant's Plan Account will be converted into a Record Account. Fractional
shares will be liquidated and their cash value determined by prorating the price
for whole shares sold in the
17
<PAGE>
open market for the Plan for the relevant sale date minus applicable deductions
and/or withholdings required by law. A check for the value of the fractional
share will be sent by First Class Mail to the participant at his address of
record.
REPORTS TO PARTICIPANTS
Each participant will receive an annual Statement of Account showing all
transactions for his Plan Account during the current year, the number of shares
of Common Stock allocable to the Plan Account, and other information for the
Plan Account. Participants who reinvest dividends will also receive quarterly
Statements of Accounts. A transaction notice will be sent to participants
following each Book Share transaction in their Plan Accounts. Participants
should retain these Statements of Account and transaction notices in order to
establish the cost basis, for tax purposes, of shares of Common Stock acquired
under the Plan.
Participants will receive copies of all communications sent generally to
Amoco shareholders. This may include annual reports to shareholders, proxy
material, consent solicitation material and Internal Revenue Service
information, if appropriate, for reporting dividend income. All notices,
Statements of Account, transaction notices and other communications from the
Administrator to participants will be sent to the address of record; therefore,
it is important that participants promptly notify the Administrator or the
Company of any change of address.
WITHDRAWAL FROM THE PLAN
A participant may request to withdraw from Plan participation at any time.
Unless otherwise instructed, the Administrator will transfer or reclassify all
whole shares of Common Stock allocable to such participant's Plan Account to a
Record Account. The Administrator will mail by insured, First Class Mail the
appropriate stock certificates for all whole shares of Common Stock in the Plan
Account to the participant at his address of record within thirty (30) days of
receipt of the request. A participant terminating participation in the Plan will
also receive a check for the cash value of any fractional share held in his Plan
Account. The value of any fractional share will be determined by prorating the
weighted average price of shares sold for the relevant sale date minus
applicable deductions and/or withholdings required by law. After participation
in the Plan has been terminated, no further investments may be made without re-
enrolling in the Plan.
When withdrawing from the Plan, a participant may also sell all shares
allocable to his Plan Account in the manner described in "Sale of Shares." Upon
such a withdrawal the Administrator will remit to the participant a check for
the sale proceeds of shares in his Plan Account, minus the applicable
18
<PAGE>
service charges, applicable deductions and/or withholdings required by law. The
value of any fractional share so liquidated will be determined by prorating the
weighted average price of shares sold for the relevant sale date.
If the Administrator receives instructions for the transfer or sale of Plan
shares in connection with a withdrawal from Plan participation on or after an
Ex-Dividend Date but before the related dividend payment date, the sale or
transfer will be processed without dividend rights to the transferee of the
shares. As soon as practicable following receipt of the cash dividends allocable
to such Plan Shares, the Administrator shall, in accordance with the
participant's specified payment method (a) reinvest the cash dividend and sell
the Plan Shares so purchased, remitting to the participant a check for the
weighted average price of shares sold for the relevant date multiplied by the
number of shares sold for the participant, less applicable deductions and/or
withholdings required by law, or (b) transmit the cash dividends to the
participant's Bank Account via electronic direct deposit.
If the Administrator receives instructions from a participant withdrawing
his participation in the Plan without the transfer or sale of any shares on or
after the Ex-Dividend Date but before the related dividend payment date, the
Plan withdrawal will be processed promptly and the shares allocable to the Plan
Account will be reclassified as record shares. As soon as practicable following
the receipt of the cash dividend funds allocable to the withdrawn shares, the
Administrator, in accordance with the participant's specified dividend payment
method, will arrange either (a) to reinvest the cash dividends and register the
common stock so purchased as record shares, or (b) transmit the cash dividends
to the participant via electronic direct deposit, or failing that by check.
FEDERAL INCOME TAX CONSEQUENCES
The Company believes the following is an accurate discussion of the general
tax consequences of participation in the Plan as of the date of this Prospectus.
This discussion does not reflect every possible situation that could result from
participation in the Plan, and, therefore, participants and investors
considering participating in the Plan are advised to consult their own tax
advisors with respect to the tax consequences (including federal, state, local
and other tax, including withholding laws) applicable to their particular
situations.
Participation in the Plan will not change the federal income tax
consequences of ownership of shares of Common Stock. In general, the full amount
of all cash dividends paid by the Company is includable in income even though
reinvested under the Plan.
19
<PAGE>
In the case of participants in the Plan whose dividends are subject to U.S.
backup withholding, the Administrator will cause dividends, less any tax
required to be withheld, to be reinvested in Common Stock or sent to their Bank
Accounts by electronic funds transfer.
In the case of foreign shareholders whose dividends are subject to U.S.
federal tax withholding, the Administrator will cause dividends, less any tax
required to be withheld, to be reinvested in Common Stock or sent to their Bank
Accounts by electronic funds transfer. The filing of any documentation required
to obtain a reduction in U.S. withholding tax will be the responsibility of the
shareholder.
The above rules may not be applicable to certain participants in the Plan,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors concerning the tax consequences applicable to their situations.
At year end, the Administrator will provide the Internal Revenue Service,
with a copy to participants, with required information for tax purposes.
MISCELLANEOUS
STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS
Any shares of Common Stock distributed as an in-kind distribution or a stock
split will be held by the Administrator as Book Shares. The Administrator will
credit to each Plan Account the number of Book Shares which represents the
participant's proportionate interest in the Common Stock so distributed. In the
event of a rights offering, a participant will receive rights based upon the
total number of whole shares of Common Stock allocable to his Plan Account. In
order to exercise any such right with respect to Book Shares held in a Plan
Account, a participant must first request certificates for whole shares and then
exercise the rights in accordance with the procedures for record shareholders
applicable to such rights. The Company and/or the Administrator may establish
additional administrative procedures for such rights as may be required.
VOTING OF PROXIES/PARTICIPANTS AS SHAREHOLDERS
A participant will have the exclusive right to vote all whole shares of
Common Stock allocable to his Plan Account in person or by proxy. Whole shares
of Common Stock allocable to a Plan Account will not be voted unless the
participant or his proxy votes them. Fractional shares of Common Stock will not
be voted. All participants will be recognized as shareholders of Amoco for
purposes of eligibility for admission to the Company's shareholder meetings,
voting of shares of Common Stock allocable to their Plan Accounts (except as to
fractional shares), disposing of shares of Common Stock allocable
20
<PAGE>
to their Plan Accounts, the communications the Company sends from time to time
to its shareholders, and for purposes relating to business combinations and
control share acquisition provisions of the Indiana Business Corporation Law
provided that (a) participants so recognized are beneficial owners of the
subject shares and (b) either the Company's, the Administrator's, the
Independent Agent's or the Trustee's records contain the names and addresses of
these participants.
LIMITATION OF LIABILITY
The Plan provides that none of the Company, its directors, officers,
employees or agents, the Administrator (including the Company if it is acting as
such), the Independent Agent or the Trustee will be liable for any act done in
good faith or for the good faith omission to act in connection with the Plan,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's Plan Account upon such participant's death prior to
receipt of notice in writing of such death, or with respect to the prices at
which shares of Common Stock are purchased or sold for the participant's Plan
Account and the times when such purchases and sales are made. In addition, none
of the Company, its directors, officers, employees or agents, the Administrator,
the Independent Agent or the Trustee shall in any way be liable with respect to
the price or performance of the Common Stock held for the Plan or for the
payment or amount of any future dividends on Common Stock. The foregoing does
not represent a waiver of any rights a participant may have under applicable
securities laws.
INTERPRETATION AND REGULATION OF THE PLAN
The officers of the Company are authorized to take such actions to carry out
the Plan as may be consistent with the Plan's terms and conditions. The Company
reserves the right to interpret and regulate the Plan as the Company deems
desirable or necessary in connection with the Plan's operations.
GOVERNING LAW
The Plan shall be construed, regulated and administered in accordance with
the laws of the State of Illinois.
CHANGE OR TERMINATION OF THE PLAN
The Company may, at any time and from time to time, at its sole option,
modify or terminate the Plan, in whole, in part or in respect of participants in
one or more jurisdictions, without the approval of participants, provided,
however, no such amendment shall result in a distribution to the Company of any
amount allocable to a Plan Account of any participant. Upon any whole or partial
termination of the Plan, the Plan Accounts of all affected participants will be
converted each individually to Record Accounts. The Administrator
21
<PAGE>
will send each affected participant prior written notice of such Plan
termination and of the conversion of his Plan Account to a Record Account. A
fractional share in a Plan Account will be liquidated and its cash value
determined by prorating the price of whole shares sold in the open market for
the Plan for the relevant sale date minus applicable deductions and/or
withholdings required by law. A check for the value of the fractional share will
be sent by First Class Mail to the participant at his address of record.
Dividends paid thereafter on shares in the Record Account shall be transmitted
by check, or where electronic direct deposit was the preferred payment method
for the former Plan Account, by electronic funds transfer.
In the event the participant advises the Administrator of his desire to sell
or transfer all or a portion of the Common Stock allocable to his Plan Account
upon the Company's termination of the entire Plan or of his Plan Account, he may
do so pursuant to the general requirements for sale of shares. (See "Sale of
Shares.")
REGISTRATION OF COMMON STOCK FOR THE PLAN
Shares of Common Stock purchased by the Administrator for participants will
be recorded as Book Shares on Plan records and will be registered on the stock
records of the Company in the name of the nominee of the Administrator. A
participant may at any time submit certificates for shares of Common Stock for
safekeeping by the Administrator. Common Stock represented by certificates
forwarded to the Administrator for surrender will be allocable to the
participant's Plan Account as Book Shares. Shares which will be allocable to a
participant's Plan Account but for which the participant holds certificates will
be registered in the participant's name on the Company's stock records.
PLAN OF DISTRIBUTION
Common Stock offered pursuant to the Plan will be purchased, at the
Company's election, in the open market or directly from the Company.
Participants will be required to pay certain fees and charges in connection with
the Plan. (See "Fees.") Other costs related to administration of the Plan will
be paid by the Company.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 800,000,000 shares
of Common Stock, 50,000,000 shares of voting preferred stock and 50,000,000
shares of non-voting preferred stock. The description of the Common Stock is
incorporated by reference into this Prospectus. See "Incorporation of Certain
Documents" for information on how to obtain a copy of this
22
<PAGE>
description. No shares of preferred stock are currently outstanding. As of
December 31, 1995, there were 496,402,697 shares of Common Stock issued and
outstanding.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Amoco April 5, 1995 Form 8-K have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by Jane E. Klewin, Attorney, Amoco
Corporation. Ms. Klewin owns shares of Common Stock, both directly and as a
participant in various employee benefit plans, and she is eligible to
participate in the Plan.
23
<PAGE>
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR OF THE PLAN SINCE
THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THE DATE OF FILING OF ANY
DOCUMENTS INCORPORATED BY REFERENCE HEREIN.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AVAILABLE INFORMATION............. 2
INCORPORATION OF CERTAIN
DOCUMENTS........................ 2
THE COMPANY AND ITS
SUBSIDIARIES..................... 3
RECENT DEVELOPMENTS............... 4
APPLICATION OF PROCEEDS........... 5
AMOCO DIRECT ACCESS PLAN
DESCRIPTION...................... 6
PLAN OF DISTRIBUTION.............. 22
DESCRIPTION OF CAPITAL STOCK...... 22
EXPERTS........................... 23
LEGAL OPINIONS.................... 23
</TABLE>
------------------------
10,000,000 SHARES
[LOGO]
AMOCO
CORPORATION
COMMON STOCK
(WITHOUT PAR VALUE)
---------------------
PROSPECTUS
---------------------
AMOCO DIRECT
ACCESS PLAN
FEBRUARY 14, 1996
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fee................................................. $ 244,397
Printing and Engraving........................................... 31,000
Fees of Accountants.............................................. 5,000
Blue Sky Fees and Expenses....................................... 30,000
Miscellaneous.................................................... 20,000
---------
$ 330,397
---------
---------
</TABLE>
- ------------------------
*All amounts, other than the registration fee, are estimated and are subject to
future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of Amoco's By-Laws provides for indemnification of officers,
directors, and others to the extent permitted by the Indiana Business
Corporation Law. Amoco maintains insurance policies under which officers,
directors, and others may be indemnified against certain losses arising from
certain claims, including claims under the Securities Act of 1933.
ITEM 16. EXHIBITS.
See Index to Exhibits on page II-5.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
II-1
<PAGE>
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of such registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on February 14, 1996.
AMOCO CORPORATION
(Registrant)
By /s/ JOHN L. CARL
------------------------------------
John L. Carl,
EXECUTIVE VICE-PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 14, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
H. LAURANCE FULLER*
------------------------------------------- Chairman of the Board, President, Chief Executive Officer
(H. Laurance Fuller) and Director (Principal Executive Officer)
JOHN L. CARL*
------------------------------------------- Executive Vice President and Chief Financial Officer
(John L. Carl) (Principal Financial Officer)
JOHN R. REID*
------------------------------------------- Vice President and Controller (Principal Accounting
(John R. Reid) Officer)
W. G. LOWRIE*
------------------------------------------- President and Director
(W. G. Lowrie)
D. R. BEALL*
------------------------------------------- Director
(D. R. Beall)
RUTH BLOCK*
------------------------------------------- Director
(Ruth Block)
JOHN H. BRYAN*
------------------------------------------- Director
(John H. Bryan)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
ERROLL B. DAVIS, JR.*
------------------------------------------- Director
(Erroll B. Davis, Jr.)
RICHARD FERRIS*
------------------------------------------- Director
(Richard Ferris)
F. A. MALJERS*
------------------------------------------- Director
(F. A. Maljers)
ROBERT H. MALOTT*
------------------------------------------- Director
(Robert H. Malott)
WALTER E. MASSEY*
------------------------------------------- Director
(Walter E. Massey)
MARTHA R. SEGER*
------------------------------------------- Director
(Martha R. Seger)
MICHAEL WILSON*
------------------------------------------- Director
(Michael Wilson)
RICHARD D. WOOD*
------------------------------------------- Director
(Richard D. Wood)
*By /s/ JOHN L. CARL
-------------------------------------- Individually and as Attorney-in-Fact
(John L. Carl)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- --------------- ---------------------------------------------------------------------------------------------
<C> <S> <C>
4(a) Amoco Direct Access Plan
4(b) Trust Agreement dated as of February 12, 1996 between Amoco Corporation and the First Chicago
Trust Company of New York
5 Opinion of J. E. Klewin, counsel for Amoco Corporation
23(a) Consent of Price Waterhouse, LLP
23(b) Consent of J. E. Klewin (included in Exhibit 5)
24* Powers of Attorney
</TABLE>
- ------------------------
*Certain powers of attorney have been previously filed.
<PAGE>
EXHIBIT 4(A)
AMOCO DIRECT ACCESS PLAN
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I - Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 1
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Bank Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Book Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Certificated Share . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company Sale Price . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Dividend Payment Date. . . . . . . . . . . . . . . . . . . . . . . . . 2
Dividend Reinvestment. . . . . . . . . . . . . . . . . . . . . . . . . 2
DRIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Electronic Funds Transfer Instruction. . . . . . . . . . . . . . . . . 2
Enrollment Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Ex-Dividend Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Foreign Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Independent Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Ineligible Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Initial Cash Investment. . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Market Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . 3
Market Sale Price. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Newly-Issued Common Stock. . . . . . . . . . . . . . . . . . . . . . . 3
Open Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Optional Cash Investment . . . . . . . . . . . . . . . . . . . . . . . 4
Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Record Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Reinvesting Account. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Reinvestment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Share Acquisition Cost . . . . . . . . . . . . . . . . . . . . . . . . 5
Statement of Account . . . . . . . . . . . . . . . . . . . . . . . . . 5
Street Name Beneficial Owner . . . . . . . . . . . . . . . . . . . . . 5
Surrendered Certificates . . . . . . . . . . . . . . . . . . . . . . . 5
Transaction Request. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE II - Enrollment, Investment, and Dividend
Payment Election . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.1 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.2 Enrollment and Initial Investment. . . . . . . . . . . . . 6
Section 2.2-1 General Procedure. . . . . . . . . . . . . . . . . 6
Section 2.2-2 DRIP Participants. . . . . . . . . . . . . . . . . 6
Section 2.3 Optional Deposits of Common Stock. . . . . . . . . . . . . 7
Section 2.4 Optional Cash Investments. . . . . . . . . . . . . . . . . 7
Section 2.5 Investment Via Electronic Debit. . . . . . . . . . . . . . 7
Section 2.6 Dividend Payment Method. . . . . . . . . . . . . . . . . . 7
Section 2.7 Minimum Account Balance. . . . . . . . . . . . . . . . . . 8
Section 2.8 Plan Treatment of Record Shares. . . . . . . . . . . . . . 8
ARTICLE III - Common Stock Purchase Procedures . . . . . . . . . . . . . 8
Section 3.1 Initial Cash Investments and Optional Cash Investments . . 8
Section 3.1-1 Newly-Issued Common Stock. . . . . . . . . . . . . 8
Section 3.1-2 Common Stock Purchased in the Open Market. . . . . 9
Section 3.2 Dividend Reinvestment. . . . . . . . . . . . . . . . . . . 9
Section 3.2-1 General. . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2-2 Newly-Issued Common Stock. . . . . . . . . . . . . 9
Section 3.2-3 Common Stock Purchased in the Open Market. . . . . 9
ARTICLE IV - Sales, Transfers, and Withdrawals . . . . . . . . . . . . . 10
Section 4.1 Transfer of Plan Shares. . . . . . . . . . . . . . . . . . 10
Section 4.1-1 Sales. . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.1-2 All Transfers. . . . . . . . . . . . . . . . . . . 10
Section 4.2 Gifts within the Plan. . . . . . . . . . . . . . . . . . . 10
Section 4.2-1 Gifts. . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.2-2 Transferee Already a Participant . . . . . . . . . 11
Section 4.2-3 Transferee Not Already a Participant . . . . . . . 11
Section 4.3 Participant Request to Withdraw from Plan Participation. . 11
ARTICLE V - Investment Procedures and Accounting . . . . . . . . . . . . 11
Section 5.1 Registration of Common Stock under the Plan. . . . . . . . 11
Section 5.2 Commingling of Assets. . . . . . . . . . . . . . . . . . . 11
Section 5.3 Statements of Account. . . . . . . . . . . . . . . . . . . 12
Section 5.4 Stock Splits, In-Kind Distributions and Rights Offerings . 12
Section 5.5 Timing of Investments and Sales. . . . . . . . . . . . . . 12
Section 5.5-1 Sales. . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.5-2 Investments and Payment of Uninvested Funds. . . . 12
Section 5.5-3 No Interest. . . . . . . . . . . . . . . . . . . . 12
Section 5.5-4 Interrupted Investment Activity. . . . . . . . . . 13
Section 5.5-5 Timing . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.6 Timely Receipt of Instructions . . . . . . . . . . . . . . 13
Section 5.6-1 Instruction to Cancel or Modify Initial Cash
Investment or Optional Cash Investment . . . . . . . . . . 13
Section 5.6-2 Dividend Payment Method Change . . . . . . . . . . 13
Section 5.6-3 Ex-Dividend Date and Instructions to Transfer. . . 13
Section 5.6-4 Ex-Dividend Date and Withdrawal from Plan. . . . . 14
Section 5.6-5 Cancellation of Instruction to Sell or Transfer. . 14
Section 5.7 Requests for Certificates. . . . . . . . . . . . . . . . . 14
Section 5.8 Fractional Plan Shares . . . . . . . . . . . . . . . . . . 14
Section 5.9 Telephone Calls. . . . . . . . . . . . . . . . . . . . . . 14
Section 5.10 Tax Consequences. . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VI - Participants as Shareholders. . . . . . . . . . . . . . . . 15
Section 6.1 Shareholders . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.2 Communications and Voting. . . . . . . . . . . . . . . . . 15
Section 6.3 Solicitation . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII - Plan Administration. . . . . . . . . . . . . . . . . . . . 16
Section 7.1 Rules and Regulations. . . . . . . . . . . . . . . . . . . 16
Section 7.2 Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 7.3 No Control . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 7.4 Source of Common Stock . . . . . . . . . . . . . . . . . . 16
Section 7.5 Open Market Transactions . . . . . . . . . . . . . . . . . 16
Section 7.6 Termination of a Plan Account by the Company . . . . . . . 16
Section 7.7 Modification and Termination of the Plan by the Company. . 17
Section 7.8 Sale Upon Plan Termination or Plan Account Termination . . 17
ARTICLE VIII - Selection and Role of Administrator, Independent Agent
and Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 8.1 Selection of an Administrator. . . . . . . . . . . . . . . 17
Section 8.2 Authority and Duties of Administrator. . . . . . . . . . . 17
Section 8.3 Selection of Independent Agent . . . . . . . . . . . . . . 18
Section 8.4 Authority and Duties of Independent Agent. . . . . . . . . 18
Section 8.5 Selection of the Trustee . . . . . . . . . . . . . . . . . 18
Section 8.6 Authority and Duties of the Trustee. . . . . . . . . . . . 18
ARTICLE IX - Miscellaneous Provisions. . . . . . . . . . . . . . . . . . 18
Section 9.1 Governing Law. . . . . . . . . . . . . . . . . . . . . . . 18
Section 9.2 Agreement by Participants. . . . . . . . . . . . . . . . . 18
Section 9.3 Headings . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 9.4 Absence of Guarantee . . . . . . . . . . . . . . . . . . . 19
Section 9.5 Liability. . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 9.6 No Assignment. . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
<PAGE>
AMOCO DIRECT ACCESS PLAN
Amoco Corporation, an Indiana corporation (the "Company"), hereby establishes
the Amoco Direct Access Plan (the "Plan") as a replacement for its existing
Automatic Dividend Reinvestment Plan for Shareholders of Amoco Corporation
("DRIP") which has been in existence since 1973; and
WHEREAS, the purpose of the Plan is to provide interested investors and holders
of Amoco Corporation Common Stock a convenient means of investing in the
Company through new investments in Amoco Corporation Common Stock and through
the regular reinvestment of cash dividends paid on Common Stock;
NOW, THEREFORE:
ARTICLE I - DEFINITIONS
The terms defined in this Article I shall, for all purposes of this Plan, have
the meanings set forth below. A pronoun in the masculine gender includes the
feminine gender, and the singular includes the plural, unless the context
clearly indicates otherwise.
ADMINISTRATOR
The term "Administrator" shall mean the individual (who may be an employee of
the Company), bank, trust company or other entity (including the Company)
appointed from time to time by the Company to act as the Administrator of the
Plan.
BANK ACCOUNT
The term "Bank Account" shall mean the account at any bank, savings or other
financial institution for which a Participant has provided an effective
Electronic Funds Transfer Instruction directing the Company or the
Administrator to credit funds to and/or debit funds from such account.
BOOK SHARES
The term "Book Shares" shall mean a Participant's proportionate interest in the
shares of Common Stock held in nominee name by the Administrator for the Plan,
as to which the Participant's ownership is evidenced solely by book entry in
Plan records, and not by any certificate.
BUSINESS DAY
The term "Business Day" shall mean any weekday on which the Administrator
conducts normal business operations, exclusive of federal banking holidays.
CERTIFICATED SHARE
The term "Certificated Share" shall mean a share of Common Stock for which a
valid certificate is outstanding.
COMMON STOCK
The term "Common Stock" shall mean the common stock, without par value, of the
Company.
1
<PAGE>
COMPANY
As defined in the introduction to the Recitals.
COMPANY SALE PRICE
The term "Company Sale Price" shall mean the average of the high and low per
share sales prices of Common Stock, as reported on the New York Stock Exchange
Composite Tape and published in The Wall Street Journal. In the absence of
actual knowledge of inaccuracy, the Administrator may rely upon such prices as
published in The Wall Street Journal; provided, however, in the event no
trading for Common Stock is so reported for a given trading date, the Company
Sale Price for such shares of Common Stock shall be the average of the high and
low sales prices of Common Stock for the most recent preceding Business Day for
which trading in Common Stock was reported on the New York Stock Exchange
Composite Tape.
The Company Sale Price shall be fixed for Initial Cash Investment purchases and
Optional Cash Investment purchases on the relevant Investment Date, and it
shall be fixed for Dividend Reinvestment purchases on the relevant Dividend
Payment Date. In the event that the Dividend Payment Date is not a Business
Day, the Company Sale Price shall be determined as of the next succeeding
Business Day for which trading in Common Stock is reported on the New York
Stock Exchange Composite Tape.
DIVIDEND
The term "Dividend" shall mean cash dividends paid on Common Stock.
DIVIDEND PAYMENT DATE
The term "Dividend Payment Date" shall mean the date on which a Dividend is
paid.
DIVIDEND REINVESTMENT
The term "Dividend Reinvestment" shall mean the purchase of Common Stock with
the Dividends received by the Administrator for Reinvesting Accounts for credit
as Plan Shares to Reinvesting Accounts.
DRIP
As defined in the introduction to the Recitals.
ELECTRONIC FUNDS TRANSFER INSTRUCTION
The term "Electronic Funds Transfer Instruction" shall mean the documentation
that the Company or Administrator shall require to be completed and received
prior to taking electronic debits from and/or making electronic credits to a
Bank Account.
ENROLLMENT FORM
The term "Enrollment Form" shall mean the documentation required prior to
participation in the Plan or at any time as the Administrator or the Company
may require to complete or update Plan records.
EXCHANGE ACT
The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
2
<PAGE>
EX-DIVIDEND DATE
The term "Ex-Dividend Date" shall mean the date as of which the New York Stock
Exchange lists the Common Stock as being subject to transfer without dividend
rights to the transferee.
FOREIGN PERSON
The term "Foreign Person" shall mean a Person that is a citizen or resident of,
or is organized or incorporated under, or has its principal place of business
in, a country other than the United States, its territories and possessions.
INDEPENDENT AGENT
The term "Independent Agent" shall mean an agent independent of the Company who
satisfies applicable legal requirements (including without limitation the
requirements of Rule 10b-6 and Rule 10b-18 promulgated under the Exchange Act)
and who has been selected by the Administrator, pursuant to Section 8.3 hereof,
to serve as an Independent Agent for purposes of making Open Market purchases
and sales of Common Stock for the Plan.
INELIGIBLE FUNDS
The term "Ineligible Funds" shall mean as of any date with respect to any
Initial Cash Investments, Optional Cash Investments, and Dividends received or
held by the Administrator from or on behalf of any Participant, any portion of
such funds which the Administrator is required to pay to such Participant
pursuant to Section 5.5-2 or Section 5.6-1 hereof as of such date.
INITIAL CASH INVESTMENT
As defined in Section 2.2-1 hereof.
INVESTMENT DATE
The term "Investment Date" shall mean the date selected by the Administrator,
or by the Independent Agent if the Company is the Administrator, as of which
shares of Common Stock are purchased for the Plan with Initial Cash Investment
funds and/or Optional Cash Investment funds, either in the Open Market or as
Newly-Issued Common Stock.
MARKET PURCHASE PRICE
The term "Market Purchase Price" shall mean the weighted average price per
share of the Common Stock purchased in the Open Market for the Plan for the
relevant date or dates.
MARKET SALE PRICE
The term "Market Sale Price" shall mean the price credited to a given Plan
Account for the sale of Common Stock, and shall be the weighted average price
per share of the shares of Common Stock sold in the Open Market for the Plan
on the relevant sale date, minus the per share amount of the fees and expenses
incurred by the subject Plan Account in effecting such sale.
NEWLY-ISSUED COMMON STOCK
The term "Newly-Issued Common Stock" shall mean shares of Common Stock issued
by the Company and shall exclude Common Stock purchased in the Open Market.
3
<PAGE>
OPEN MARKET
The term "Open Market" shall mean any securities exchange on which the Common
Stock is traded, the over-the-counter market, or negotiated transactions,
excluding negotiated transactions with the Company or its affiliates.
OPTIONAL CASH INVESTMENT
As defined in Section 2.4 hereof.
PARTICIPANT
The term "Participant" shall mean (a) any person who has met the requirements
of Sections 2.1 and 2.2-1 regarding enrollment and investment and has not
revoked such elections, and (b) any investor participating in the DRIP as of
the date the Plan first becomes effective, unless such investor has timely
delivered the notice contemplated by Section 2.2-2 hereof.
PERSON
The term "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
estate or unincorporated organization.
PLAN
As defined in the introduction to the Recitals.
PLAN ACCOUNT
The term "Plan Account" shall mean, as to any Participant, the account
maintained by the Administrator and/or the Company recording his Plan Shares
and any cash held by the Administrator pending investment or payment to such
Participant.
PLAN SHARES
The term "Plan Shares" shall mean, as to any Participant, (a) Certificated
Shares held in such Participant's name on the stock records of the Company and
credited to his Plan Account and (b) Book Shares held in such Participant's
Plan Account.
PROSPECTUS
The term "Prospectus" shall mean the prospectus contained in the Company's
registration statement filed with the Securities and Exchange Commission with
respect to the Plan at the time such registration statement becomes effective,
or as may be amended or supplemented from time to time thereafter.
RECORD ACCOUNT
The term "Record Account" shall mean any shareholder account on the Company's
stock records reflecting Common Stock ownership, excluding any Plan Account.
RECORD DATE
The term "Record Date" shall mean the date established by the Company's Board
of Directors to determine Record Shareholders for the purpose designated by the
Board of
4
<PAGE>
Directors, such as entitlement to receive a Dividend or to vote Common
Stock.
RECORD SHAREHOLDER
The term "Record Shareholder" shall mean the Person whose name and taxpayer
identification or social security number, where applicable, are recorded in a
Record Account.
RECORD SHARES
The term "Record Shares" shall mean shares of Common Stock credited to a Record
Account.
REINVESTING ACCOUNT
The term "Reinvesting Account" shall mean a Plan Account (a) for which the
Participant has explicitly elected Dividend Reinvestment, or (b) for which the
Participant has not submitted an Electronic Funds Transfer Instruction, or (c)
for which the most recently submitted Electronic Funds Transfer Instruction was
not valid or usable.
REINVESTMENT FUND
The term "Reinvestment Fund" shall mean the total amount of Dividends allocable
to Reinvesting Accounts for a given Dividend Payment Date, less applicable
withholdings and deductions required by law, and paid by the Company to the
Administrator on behalf of such Reinvesting Accounts.
SHARE ACQUISITION COST
In the case of purchases of Newly-Issued Common Stock, the term "Share
Acquisition Cost" shall mean the acquisition cost per share incurred by a given
Plan Account, and shall be the sum of the Company Sale Price for the relevant
date plus the per share amount of the fees and expenses incurred by the subject
Plan Account in effecting such purchase.
In the case of purchases with Initial Cash Investment funds and/or Optional
Cash Investment funds in the Open Market, the term "Share Acquisition Cost"
shall mean the acquisition cost per share incurred by a given Plan Account, and
shall be the sum of the Market Purchase Price plus the per share amount of the
fees and expenses incurred by the subject Plan Account in effecting such
purchase.
In the case of Dividend Reinvestment purchases in the Open Market, the term
"Share Acquisition Cost" shall mean the acquisition cost per share incurred by
a given Reinvesting Account, and shall be the sum of the Market Purchase Price
applicable to the shares of Common Stock purchased with the Reinvestment Fund
for a given Dividend Payment Date, plus the per share amount of the fees and
expenses incurred by the subject Reinvesting Account in effecting such purchase.
STATEMENT OF ACCOUNT
The term "Statement of Account" shall mean a quarterly or yearly written
statement prepared by the Company or the Administrator reflecting Plan Account
information or activity for the stated period.
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STREET NAME BENEFICIAL OWNER
The term "Street Name Beneficial Owner" shall mean any Person, other than a
Participant, who has voting and/or dispositive authority over shares of Common
Stock registered on the Company's stock records, not in his name, but in the
name of a third party bank, broker, nominee, or trustee.
SURRENDERED CERTIFICATES
The term "Surrendered Certificates" shall mean certificates for Common Stock
sent to the Administrator or the Company and thereupon cancelled.
TRANSACTION REQUEST
The term "Transaction Request" shall mean the documentation that the
Administrator shall require to be completed and received prior to a
Participant's gift, sale, or transfer of Plan Shares, the provision of
certificates, or withdrawal from Plan participation. The term shall include
electronic and voice communications acceptable to the Administrator and/or the
Company.
TRUST AGREEMENT
The term "Trust Agreement" shall mean that certain Trust Agreement dated as of
February 12, 1996 between the Company and the First Chicago Trust Company of
New York, as it may be amended from time to time.
TRUSTEE
The term "Trustee" shall mean the trustee under the Trust Agreement.
ARTICLE II - ENROLLMENT, INVESTMENT, AND DIVIDEND PAYMENT ELECTION
SECTION 2.1 ELIGIBILITY
Any Person, whether or not a Record Shareholder, may apply to participate in
the Plan; provided, however, that if he is a Foreign Person, he must upon
request warrant to the Administrator that his participation in the Plan would
not violate local laws applicable to the Company, the Plan or such Foreign
Person.
SECTION 2.2 ENROLLMENT AND INITIAL INVESTMENT
SECTION 2.2-1 GENERAL PROCEDURE
A Person may elect to participate in the Plan by completing and returning
to the Administrator a completed Enrollment Form together with any
applicable enrollment fee, and (a) in the case of a Record Shareholder,
designating a Record Account to be converted into a Plan Account and
submitting a certificate for five (5) or more shares of Common Stock to the
Administrator accompanied by such documentation and stock powers as the
Administrator may require or, (b) in the case of any Person, by making an
Initial Cash Investment of an amount equal to at least $450 but not to
exceed $150,000, by personal check or money order payable to the Plan
Administrator (such initial cash payment is herein referred to as an
"Initial Cash Investment"). A Street Name Beneficial Owner may enroll in
the Plan by having a minimum of five (5) shares of Common Stock
re-registered in his own name and then following the Record Shareholder
procedure set forth in (a) above. Only entire Record Accounts may be
converted into Plan Accounts; partial conversion of Record Accounts is not
permitted.
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SECTION 2.2-2 DRIP PARTICIPANTS
Any investor participating in the DRIP as of the date the Plan first
becomes effective will be enrolled in the Plan automatically, without
submitting an Enrollment Form or paying any enrollment fee, unless the DRIP
investor has notified the Company or the Administrator within the time
period designated that he does not desire to be a Participant. Absent
receipt of such notice, all shares of Common Stock attributable to a DRIP
participant under the DRIP will automatically be deemed to be Plan Shares,
without regard to whether the Participant submits certificates for such
shares to the Administrator, and, to the extent any such shares are held by
First Chicago Trust Company of New York under the terms of the DRIP, they
will be delivered to the Administrator as of the date the Plan first
becomes effective and credited to the Plan Account of the applicable
Participant.
SECTION 2.3 OPTIONAL DEPOSITS OF COMMON STOCK
After the establishment of a Plan Account as provided in Section 2.2, a
Participant may deposit any number of additional Record Shares over which he
has dispositive authority into his existing Plan Account, by delivering the
certificate(s) representing such shares and such documentation as the
Administrator may require. A Street Name Beneficial Owner who is also a
Participant may deposit additional shares of Common Stock to his Plan Account
by having the shares reregistered in his own name and submitting the
certificate(s) representing such shares and necessary documentation to the
Administrator.
SECTION 2.4 OPTIONAL CASH INVESTMENTS
A Participant may elect to make occasional or ongoing cash payments to the Plan
for the purchase of additional Plan Shares at any time or from time to time by
personal check or money order payable to the Plan Administrator, or by
electronic funds transfer under Section 2.5 to the Administrator (such optional
cash payment is herein referred to as an "Optional Cash Investment"); provided,
however, that such Optional Cash Investment must be accompanied by, or in the
case of electronic funds transfer, preceded by, documentation acceptable to the
Administrator. At the election of the Participant ongoing cash payments to the
Plan by electronic funds transfer may be made once per month on the first or
fifteenth day of the month (or the next Business Day).
Any Participant who elects to make Optional Cash Investments must invest at
least $50 for any single investment. In any calendar year, the sum of any
Initial Cash Investment made that year plus all Optional Cash Investments made
that year shall not exceed $150,000. In the event that a check is returned
because of nonsufficient funds to cover the check, a fee shall be charged to
the Participant per published fee schedules, and the Administrator shall so
advise the Participant.
SECTION 2.5 INVESTMENT VIA ELECTRONIC DEBIT
A Participant may elect to have Optional Cash Investments transmitted to the
Administrator via electronic debit from his Bank Account. The Participant must
first complete and return to the Administrator a valid, usable Electronic Funds
Transfer Instruction. A Participant may thereafter change his Bank Account by
delivering a new, completed valid and usable Electronic Funds Transfer
Instruction to the Administrator.
A Participant's Bank Account will be debited three (3) Business Days prior to
the scheduled Investment Date. For each debit, the Bank Account will also be
debited a service charge per published fee schedules. In the event that at any
time the designated electronic transfer route or Bank Account proves unusable
for any reason, the Company or the Administrator shall so advise the
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Participant of the failed transmission and of the Administrator's resulting
inability to execute the transaction requested. In the event that a debit fails
because the Bank Account has nonsufficient funds to cover the requested debit,
a separate fee shall be charged to the Participant per published fee schedules,
and the Administrator shall so advise the Participant.
SECTION 2.6 DIVIDEND PAYMENT METHOD
Absent any written instruction from a Participant to the contrary, all
Dividends paid by the Company on Plan Shares will be reinvested in additional
shares of Common Stock and credited as Plan Shares to the appropriate
Reinvesting Accounts, pursuant to the provisions of the Plan.
A Participant may however elect to have the Dividends allocable to his Plan
Shares sent by electronic funds transfer to his Bank Account by completing,
signing and returning to the Company a valid, usable Electronic Funds Transfer
Instruction. A Participant may change his Bank Account by delivering a new,
valid and usable Electronic Funds Transfer Instruction to the Company.
In the event that the designated electronic funds transfer route or Bank
Account identification proves unusable for any reason, the Company shall mail a
check for the subject Dividend via First Class Mail to the Participant's
address of record with an advice of the failed transmission and of the
Company's resulting inability to execute the deposit of Dividend funds. Until
the Participant provides a valid, usable Electronic Funds Transfer Instruction,
the Administrator shall employ Dividend Reinvestment for all Dividends
allocable to the subject Plan Shares and the relevant Plan Account shall be
deemed a Reinvesting Account. Except as described in the Plan, Dividends
allocable to Plan Shares will not be paid by check.
SECTION 2.7 MINIMUM ACCOUNT BALANCE
A Plan Account must contain at least five (5) whole Plan Shares at all times.
In the event that a Plan Account balance falls below this minimum for any
reason, the Company in its discretion may terminate the Plan Account pursuant
to the provisions of the Plan; provided, however, that Participants who were
participating in the DRIP as of the date the Plan first became effective will
be exempt from this requirement of a five (5) share minimum.
SECTION 2.8 PLAN TREATMENT OF RECORD SHARES
All Record Shares acquired by a Participant outside of the Plan, before or
after the establishment of his Plan Account, that are recorded on the stock
records of the Company in the exact same name as such Participant's Plan
Account shall automatically be treated as Plan Shares in such Plan Account,
without regard to whether the Participant surrenders any certificates for such
Record Shares or submits a separate Enrollment Form for such shares to the
Administrator.
ARTICLE III - COMMON STOCK PURCHASE PROCEDURES
SECTION 3.1 INITIAL CASH INVESTMENTS AND OPTIONAL CASH INVESTMENTS
Initial Cash Investments and Optional Cash Investments shall be invested in
either Newly-Issued Common Stock or in Common Stock purchased in the Open
Market.
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SECTION 3.1-1 NEWLY-ISSUED COMMON STOCK
For an Investment Date with respect to which the Company elects to issue
and sell Newly-Issued Common Stock to the Plan, the Company shall issue to
the Administrator upon the Company's receipt of the funds described herein
the whole number of shares of Common Stock equal to (a) the amount of
Initial Cash Investment funds and Optional Cash Investment funds received
by the Administrator from Participants for such investment, minus any
Ineligible Funds and applicable fees and expenses, divided by (b) the
Company Sale Price for such Investment Date.
The Administrator shall credit to the Plan Account of each investing
Participant for such Investment Date the number of Book Shares which
represents the Participant's proportionate interest in the Common Stock so
purchased. The total cost incurred by the Plan Account for this purchase
will be the Share Acquisition Cost times the number of Book Shares so
credited.
SECTION 3.1-2 COMMON STOCK PURCHASED IN THE OPEN MARKET
For an Investment Date with respect to which the Company elects to effect
the investment of Optional Cash Investments and Initial Cash Investments
through purchases of shares of Common Stock in the Open Market, the
Administrator shall (if it is an Independent Agent), or shall cause an
Independent Agent to, purchase the whole number of shares of Common Stock
equal to (a) the amount of Initial Cash Investment funds and Optional Cash
Investment funds received by the Administrator from Participants for such
investment, minus any Ineligible Funds and any applicable fees and
expenses, divided by (b) the Market Purchase Price for the relevant
Investment Date.
The Administrator shall credit to the Plan Account of each investing
Participant for such Investment Date the number of Book Shares which
represents the Participant's proportionate interest in the Common Stock so
purchased. The total cost incurred by the Plan Account for this purchase
will be the Share Acquisition Cost times the number of Book Shares so
credited.
SECTION 3.2 DIVIDEND REINVESTMENT
Dividend Reinvestment shall be administered as provided in this Section 3.2.
SECTION 3.2-1 GENERAL
On or before each Dividend Payment Date, pursuant to its established
practice, the Company shall remit to the Administrator the Reinvestment
Fund for investment on behalf of Reinvesting Accounts in either Newly-
Issued Common Stock or in Common Stock purchased in the Open Market.
SECTION 3.2-2 NEWLY-ISSUED COMMON STOCK
As to any Dividend with respect to which the Company elects to sell Newly-
Issued Common Stock to the Plan in order to effect Dividend Reinvestment,
the Administrator shall return the Reinvestment Fund to the Company. Upon
the Company's receipt of the Reinvestment Fund, the Company shall issue to
the Administrator the whole number of shares of Common Stock equal to (a)
the amount of the Reinvestment Fund for the relevant Dividend Payment Date
minus any applicable fees and expenses, divided by (b) the Company Sale
Price for the relevant Dividend Payment Date.
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The Administrator shall credit to each Reinvesting Account the number of
Book Shares which represents the subject Participant's proportionate
interest in the Common Stock so purchased. The total cost incurred by the
Plan Account for this purchase will be the Share Acquisition Cost times the
number of Book Shares so credited.
SECTION 3.2-3 COMMON STOCK PURCHASED IN THE OPEN MARKET
As to any Dividend with respect to which the Company elects to purchase
shares of Common Stock in the Open Market to effect Dividend Reinvestment,
the Administrator shall (if it is an Independent Agent), or shall cause an
Independent Agent to, purchase the whole number of shares of Common Stock
in the Open Market equal to (a) the amount of the Reinvestment Fund for the
relevant Dividend Payment Date minus any applicable fees and expenses,
divided by (b) the Market Purchase Price applicable to the shares of Common
Stock purchased with the Reinvestment Fund for the relevant Dividend
Payment Date.
The Administrator shall credit to each Reinvesting Account the number of
Book Shares which represents the subject Participant's proportionate
interest in the Common Stock so purchased. The total cost incurred by the
Plan Account for this purchase will be the Share Acquisition Cost times the
number of Book Shares so credited.
ARTICLE IV - SALES, TRANSFERS, AND WITHDRAWALS
SECTION 4.1 TRANSFER OF PLAN SHARES
A Participant may request, at any time, that all or any number of the whole
shares of Common Stock allocable to his Plan Account be sold or transferred, by
delivering to the Administrator a completed Transaction Request. Gifts will be
administered according to the special instructions set forth in Section 4.2.
SECTION 4.1-1 SALES
The Administrator shall forward sale instructions from Participants to the
Independent Agent. The Independent Agent shall make such sales pursuant to
the provisions of Section 5.5 and in accordance with general commercial
law, stock transfer requirements, and federal and state securities laws. As
soon as practicable, following the receipt of proceeds from any resulting
sale (but no later than fifteen (15) business days following receipt by the
Administrator of the sale instructions), the Administrator shall mail by
First Class Mail to such Participant at his address of record a transaction
notice and a check for the Market Sale Price for the relevant trading day
multiplied by the number of shares of Common Stock so sold, less any
applicable deductions and/or withholdings required by law. The
Administrator shall promptly mail by First Class Mail to such Participant
at his address of record a transaction notice for such sale.
SECTION 4.1-2 ALL TRANSFERS
The Administrator shall promptly mail by First Class Mail to such
Participant at his address of record any certificate for Record Shares
which may belong to the Participant as a result of any requested transfer
transaction. Fractional Plan Shares may be transferred from one Plan
Account to another only if at the same time the transferor Participant is
withdrawing from Plan participation or the Company is terminating his
entire Plan Account.
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SECTION 4.2 GIFTS WITHIN THE PLAN
SECTION 4.2-1 GIFTS
A Participant may elect to transfer to the Plan Account of a Person who is
already a Participant (a) any number of Plan Shares, or (b) any number of
Record Shares over which the transferor Participant has dispositive
authority. A Participant may also elect to transfer to a Person who is not
a Participant (a) five (5) or more Plan Shares, or (b) five (5) or more
Record Shares over which the transferor Participant has dispositive
authority. All shares so transferred shall be credited to the transferee
Plan Account as Book Shares.
Such transfer may be effected by the Participant by delivering to the
Administrator a completed Transaction Request, Enrollment Form and
enrollment fee as needed, and any other documentation required by the
Administrator (in the case of Certificated Shares, this will include
certificate(s) for such Certificated Shares accompanied by such stock
powers and other documentation as the Administrator may require to be
provided by the transferor Participant). The Administrator shall deliver a
transaction notice to each such transferor and transferee advising of the
subject transaction.
SECTION 4.2-2 TRANSFEREE ALREADY A PARTICIPANT
If the transferee is already a Participant as of the date on which Plan
Shares are credited under this Section 4.2 to his Plan Account, the payment
of Dividends allocable to such transferred Plan Shares shall be made
according to the instructions previously provided by the transferee for his
Plan Account.
SECTION 4.2-3 TRANSFEREE NOT ALREADY A PARTICIPANT
If the transferee is not already a Participant as of the date on which Plan
Shares are credited under this Section 4.2 to his Plan Account, the
Administrator shall open a Plan Account in the name of the transferee using
the information provided by the transferor, and the Administrator shall
send the transferee a Prospectus and any related documentation as soon as
reasonably practicable, whereupon the transferee will be eligible to submit
Optional Cash Investments to the Plan. Absent direction to the contrary
from the transferee, such transferee's Plan Account shall be a Reinvesting
Account.
SECTION 4.3 PARTICIPANT REQUEST TO WITHDRAW FROM PLAN PARTICIPATION
If a Participant requests to withdraw from Plan participation, the
Administrator shall, unless otherwise instructed, transfer or reclassify all
whole shares of Common Stock allocable to the subject Plan Account to a Record
Account. The Administrator will mail any appropriate certificates to the
Participant at his address of record within thirty (30) days of receipt of the
Participant's request. In connection with any such request to withdraw from
Plan participation, any fractional Plan Share will be liquidated and its cash
value, determined by proration of the Market Sale Price as of the relevant sale
date, minus applicable deductions and withholdings required by law, will be
remitted to the Participant via check at his address of record.
In the event, however, that the Participant advises the Administrator of his
desire to sell or transfer all or a portion of the Common Stock allocable to
his Plan Account upon his withdrawal from the Plan, he may do so pursuant to
the relevant provisions of Section 4.1.
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ARTICLE V - INVESTMENT PROCEDURES AND ACCOUNTING
SECTION 5.1 REGISTRATION OF COMMON STOCK UNDER THE PLAN All shares of
Common Stock purchased by the Administrator for the Plan and all Book Shares
shall be registered on the stock records of the Company in the name of the
nominee of the Administrator. A Participant may at any time submit
certificates for Certificated Shares for safekeeping by the Administrator.
Common Stock forwarded to the Administrator for deposit to the Plan
represented by Surrendered Certificates shall be credited to the
Participant's Plan Account as Book Shares. Certificated Shares which are also
Plan Shares shall be registered on the Company's shareholder records in the
name of the Participant.
SECTION 5.2 COMMINGLING OF ASSETS
For the purpose of making, or causing to be made, purchases and sales of Common
Stock for the Plan, the Independent Agent shall be entitled to commingle each
Participant's funds or the Common Stock held on behalf of a Participant with
the funds or Common Stock, respectively, held on behalf of all other
Participants.
SECTION 5.3 STATEMENTS OF ACCOUNT
The Administrator shall send to each Participant a Statement of Account during
each calendar year. The Administrator shall also send quarterly Statements of
Account for all Reinvesting Accounts, and, following each debit or credit of
Book Shares, a transaction notice to the affected Participant.
SECTION 5.4 STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS
Any shares of Common Stock distributed as an in-kind distribution or stock
split on Plan Shares shall be credited to Plan Accounts as Book Shares. The
Administrator shall credit to each Plan Account the number of Book Shares which
represents the subject Participant's proportionate interest in the Common Stock
so distributed to the Plan.
Any rights distributed in respect of the Common Stock which are deemed to be
attached to the Common Stock shall attach to all Plan Shares and shall be
allocated to the Plan Accounts of the respective Participants in proportion to
the Plan Shares held in their Plan Accounts. All communications in respect of
such rights shall be distributed to the Participants pursuant to Section 6.2
hereof. In order to exercise any such rights attached to any Book Shares
credited to the Plan Account of any Participant, such Participant must first
request certificates pursuant to Section 5.7 for the Plan Shares associated
with such rights and then exercise the rights in accordance with the procedures
for Record Shareholders applicable to such rights. The Company and/or the
Administrator may establish additional administrative procedures for such
rights as may be required.
SECTION 5.5 TIMING OF INVESTMENTS AND SALES
SECTION 5.5-1 SALES
The Independent Agent shall sell Common Stock allocable to any Plan Account
as soon as practicable following the Administrator's receipt of a direction
from a Participant to do so, but
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at least within the calendar week following receipt of such a direction.
SECTION 5.5-2 INVESTMENTS AND PAYMENT OF UNINVESTED FUNDS
The Administrator shall arrange with the Independent Agent to purchase
Common Stock for the Plan at least once per week. The Administrator shall
arrange for the investment of the Reinvestment Fund within thirty (30) days
of the relevant Dividend Payment Date, and, for Initial Cash Investments
and Optional Cash Investments, within thirty (30) days of the
Administrator's receipt of same, except in each case where deferral is
necessary to comply with applicable federal or state securities laws. Any
Dividends, Optional Cash Investments and Initial Cash Investments not
invested in Common Stock within thirty (30) days of receipt by the
Administrator shall, in the case of Dividends and Optional Cash
Investments, be promptly sent by First Class Mail to the relevant
Participants, and, in the case of Initial Cash Investments, to the
submitting Person at his address of record.
SECTION 5.5-3 NO INTEREST
No interest shall be paid on Initial Cash Investments, Optional Cash
Investments, or Dividends held pending investment or return to the relevant
Participant or submitting Person, as the case may be.
SECTION 5.5-4 INTERRUPTED INVESTMENT ACTIVITY
In the event that the New York Stock Exchange shall be closed in excess of
two (2) Business Days and this closure impairs or precludes the
Administrator's ability to comply with the purchase and sale requirements
set forth above, the timing requirements of this Section 5.5 shall be
waived for the period of such closure and the Administrator shall resume
its investment activities for the Plan promptly upon the reopening of the
New York Stock Exchange.
SECTION 5.5-5 TIMING
Notwithstanding anything in the Plan, no more than thirty-five (35)
calendar days shall elapse (a) between the Dividend Payment Date
and the date Dividend funds with respect to such Dividend Payment Date
are invested in Common Stock or paid to Participants or (b) between the
date Initial Cash Investments or Optional Cash Investments are received
by the Administrator and the date such Initial Cash Investments or
Optional Cash Investments are invested in Common Stock or paid back
to Participants.
SECTION 5.6 TIMELY RECEIPT OF INSTRUCTIONS
SECTION 5.6-1 INSTRUCTION TO CANCEL OR MODIFY INITIAL CASH INVESTMENT OR
OPTIONAL CASH INVESTMENT
If, fewer than two (2) Business Days in advance of the scheduled Investment
Date, the Administrator receives an instruction to stop all or any portion
of an Initial Cash Investment or Optional Cash Investment previously
delivered to the Administrator, such funds will be invested in Plan Shares
for the Participant's Plan Account.
If, two (2) or more Business Days in advance of its scheduled Investment
Date, the Administrator receives a written request from a Participant to
stop any Initial Cash Investment or Optional Cash Investment previously
delivered to the Administrator, such funds shall not be invested in Common
Stock and shall be paid back, without interest, to the Participant.
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SECTION 5.6-2 DIVIDEND PAYMENT METHOD CHANGE
If, fewer than two (2) Business Days before a Record Date, the
Administrator receives instructions to change a Dividend payment method,
the changed payment method will not be implemented until after the payment
of the relevant Dividend. If such instructions are received two (2) or
more Business Days before a Record Date, the instruction will be effected
for the subject Dividend.
SECTION 5.6-3 EX-DIVIDEND DATE AND INSTRUCTIONS TO TRANSFER
If (a) the Administrator receives an instruction for the transfer of Plan
Shares on or after an Ex-Dividend Date but before the related Dividend
Payment Date, or (b) a transfer occurs on or after an Ex-Dividend Date but
before the related Dividend Payment Date, any such transfer shall be
processed without Dividend rights to the transferee of the shares. As soon
as practicable following the receipt of Dividends allocable to such Plan
Shares, the Administrator shall, in accordance with the transferor
Participant's specified Dividend payment method, either (a) reinvest the
Dividend and then, if the transferor Participant has withdrawn from Plan
participation, he shall sell the Plan Shares so purchased, remitting to the
Participant a check for the Market Sale Price for the relevant trading day
multiplied by the number of Plan Shares so sold, less any applicable
deductions and/or withholdings required by law, or (b) transmit the
Dividend to the transferor Participant's Bank Account via electronic direct
deposit.
SECTION 5.6-4 EX-DIVIDEND DATE AND WITHDRAWAL FROM PLAN
If the Administrator receives a request for withdrawal from the Plan, not
involving the sale or other transfer of Plan Shares, and the request is
received on or after an Ex-Dividend Date but before the related Dividend
Payment Date, the Plan withdrawal shall be processed promptly and the Plan
Shares reclassified as Record Shares. As soon as practicable following the
receipt of Dividends allocable to the withdrawn Plan Shares, the
Administrator, in accordance with the withdrawing Participant's specified
Dividend payment method, shall arrange either (a) to reinvest the Dividend
and register the Common Stock so purchased as Record Shares, or (b) to
transmit the Dividend to the Participant via electronic direct deposit, or
failing that, by check. After withdrawal, Dividends will be paid and
transmitted via check, or where electronic direct deposit was the preferred
payment method for the withdrawn Plan Account, via electronic funds
transfer. Record shares will not be eligible for Dividend Reinvestment
unless and until the Record Shareholder rejoins the Plan.
SECTION 5.6-5 CANCELLATION OF INSTRUCTION TO SELL OR TRANSFER
If the Administrator receives an instruction cancelling or modifying a
previously-received request to sell or transfer Plan Shares later than the
same Business Day on which the sale or transfer instruction was received by
the Administrator, the Administrator or the Independent Agent, as
applicable, will sell or transfer the Plan Shares pursuant to the original
sale request and, for a sale, will transmit the net proceeds as described
in Section 4.1-1 via check sent by First Class Mail to the Participant's
address of record.
SECTION 5.7 REQUESTS FOR CERTIFICATES
A Participant may, at any time or from time to time, by submitting a
Transaction Request, request a certificate for all or any number of the whole
shares of Common Stock allocable to his Plan Account. Such shares of Common
Stock shall remain Plan Shares. All requests will be
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processed promptly by the Administrator, and in no event later than thirty (30)
days after the date on which the order is received, except where deferral is
necessary under applicable state laws or regulations. The Administrator shall
promptly mail the requested certificate(s), registered in the same name as the
Participant's Plan Account, by First Class Mail to such Participant at his
address of record.
SECTION 5.8 FRACTIONAL PLAN SHARES
Fractional Plan Shares shall in all cases be Book Shares. Fractional Plan
Shares will not have voting rights, but will accrue Dividends on a
proportionate basis. Fractional Plan Shares will not be liquidated except upon
complete withdrawal by a Participant from the Plan or the termination of the
Plan or of a given Plan Account by the Company, whereupon a check for the value
of the Fractional Plan Shares determined by proration of the Market Sale Price
for the relevant sale date, minus any applicable deductions and/or withholdings
required by law, will be remitted to the Participant by First Class Mail to his
address of record.
SECTION 5.9 TELEPHONE CALLS
In the interests of security and quality control, telephone calls between any
Person or Participant and the Administrator or the Company may from time to
time be recorded.
SECTION 5.10 TAX CONSEQUENCES
Participation in the Plan will not change the federal income tax consequences
of ownership of shares of Common Stock. Upon the conversion of Plan Shares to
Record Shares or Record Shares to Plan Shares, without any sale, there will be
no tax consequences to the Participant. The Share Acquisition Cost will be as
defined in this Plan. Dividends will be taxed in the same amount and in the
same manner as though the dividends were received in cash and will be reported
on a yearly basis to Participants and to the Internal Revenue Service.
ARTICLE VI - PARTICIPANTS AS SHAREHOLDERS
SECTION 6.1 SHAREHOLDERS
In accordance with Indiana Code Section 23-1-30-4, all Participants shall be
recognized as shareholders of Common Stock for purposes of eligibility for
admission to the Company's shareholder meetings, voting of the shares of
Common Stock allocable to Plan Accounts, disposing of the shares of Common
Stock allocable to Plan Accounts, the communications which the Company may
from time to time send to its shareholders, and also for purposes of Indiana
Code Section 23-1-20,1-30 and Section 23-1-42,1-11, provided that (a) the
Participant is the beneficial owner of the shares of Common Stock allocable
to his Plan Account, and (b) either the Company's stock records and/or the
Plan records of the Administrator, the Independent Agent, or the Trustee
contain the name and address of such Participant. "Beneficial owner," for
purposes of this Section 6.1 shall mean a Person who has the power to vote or
dispose of the shares allocable to his Plan Account.
SECTION 6.2 COMMUNICATIONS AND VOTING
The Company shall send or forward to each Participant Common Stock proxy
solicitation materials, as well as other general shareholder written
communications or consent solicitation materials. A Participant shall have the
exclusive right to exercise all voting rights respecting the whole
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shares of Common Stock allocable to his Plan Account. A Participant may vote
any of the whole shares of Common Stock allocable to his Plan Account in person
or by proxy. Whole shares of Common Stock allocable to a Participant's Plan
Account shall not be voted unless a Participant or his proxy votes them. The
Company also shall send to each Participant Common Stock rights offering
materials or notices and all other communications sent to all shareholders of
the Company.
SECTION 6.3 SOLICITATION
Solicitation of the exercise of Participants' voting rights by the management
of the Company and others under a proxy or consent provision applicable to all
beneficial holders of Common Stock shall be permitted. Solicitation of the
exercise of Participants' tender or exchange offer rights by management of the
Company and others shall also be permitted. The Administrator shall notify
Participants of each occasion for the exercise of their voting rights or rights
with respect to a tender offer or exchange offer within a reasonable time
before such rights are to be exercised. Such notification shall include all
information distributed by the Company to Record Shareholders regarding the
exercise of such rights.
ARTICLE VII - PLAN ADMINISTRATION
SECTION 7.1 RULES AND REGULATIONS
The Company may from time to time adopt such administrative rules and
regulations concerning the Plan as it deems necessary or desirable for the
administration of the Plan. The Company shall have the power and authority to
interpret the terms and the provisions of the Plan and shall interpret and
construe the Plan and reconcile any inconsistency or supply any omitted detail
in a manner consistent with the general terms of the Plan and applicable law.
SECTION 7.2 COSTS
Most of the costs of mailings, materials, and other administration of the
Plan shall be paid by the Company. Brokerage commissions, applicable taxes,
and other Plan fees and charges shall be paid by the Participants, pursuant
to the schedule set forth from time to time in the Prospectus, Plan brochures
and/or related marketing documentation.
SECTION 7.3 NO CONTROL
With regard to Open Market purchases and sales of Common Stock, none of the
Company, the Administrator (if it is not also serving as the Independent Agent)
or any Participant shall have any authority or power to direct the time or
price at which Common Stock may be purchased or sold, the markets on which such
shares are to be purchased or sold (including on any securities exchange, in
the over-the-counter market or in negotiated transactions) or the selection of
the broker or dealer (other than the Independent Agent in the case of the
Administrator) through or from whom transactions may be made, except that such
transactions shall be made in accordance with the terms and conditions of the
Plan.
SECTION 7.4 SOURCE OF COMMON STOCK
Dividends paid with respect to Reinvesting Accounts, Initial Cash Investments,
and Optional Cash Investments shall be invested, at the Company's election, in
either (a) Newly-Issued Common Stock or (b) shares of Common Stock purchased in
the Open Market. The Company shall not change its election as to the source of
shares of Common Stock purchased for the Plan, i.e., either (a) Newly-
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Issued Common Stock or (b) shares of Common Stock purchased in the Open Market,
more than once in any 3-month period. Such election shall be pursuant to a
recorded determination by the Company's Board of Directors or its Chief
Financial Officer that the Company's need to raise additional capital has
changed or that there is another valid reason for a change.
SECTION 7.5 OPEN MARKET TRANSACTIONS
Purchases and sales of Common Stock on the Open Market may be executed upon the
terms and subject to the conditions respecting price and delivery as the
Independent Agent (including the Administrator if it is also an Independent
Agent) determines to be appropriate.
SECTION 7.6 TERMINATION OF A PLAN ACCOUNT BY THE COMPANY
If a Plan Account does not contain at least five (5) whole Plan Shares, the
Plan Account may be terminated by the Company in its sole discretion if, within
three (3) months after written notice is mailed to the Participant at his
address of record, such Participant fails to invest such additional funds as
may be needed to achieve the five (5) Plan Share minimum ownership.
Participants who were investors in the DRIP as of the date the Plan first
became effective will be exempt from this requirement of a five (5) Plan share
maximum ownership.
Upon such termination, the Plan Account shall be converted into a Record
Account. Fractional Plan Shares will be liquidated. A check for their cash
value, determined by proration of the Market Sale Price for the relevant sale
date, minus any applicable deductions and/or withholdings required by law, will
be remitted to the Participant by First Class Mail to his address of record
along with a notice of such termination and a certificate for the number of
whole shares previously allocated to such Plan Account. Dividends paid
thereafter on such Record Shares shall be transmitted via check or, where
electronic direct deposit was the chosen payment method under the terminated
Plan Account, via electronic funds transfer.
SECTION 7.7 MODIFICATION AND TERMINATION OF THE PLAN BY THE COMPANY
The Company may at any time and from time to time, at its sole option, modify,
amend or terminate the Plan, in whole, in part or in respect of Participants in
one or more jurisdictions; provided, however, no such amendment shall result in
a distribution to the Company of any amount credited to the Plan Account of any
Participant.
Upon complete termination of the Plan, the Plan Accounts of all Participants
(or in the case of partial termination of the Plan, the Plan Accounts of all
affected Participants) shall be converted each individually to Record Accounts.
The Administrator shall send each affected Participant prior written notice of
such Plan or Plan Account termination and of the conversion of Plan Accounts to
Record Accounts. Fractional Plan Shares will be liquidated and their cash value
as determined by proration of the Market Sale Price for the relevant sale date
will be remitted by First Class Mail to the Participant via check at his
address of record, minus applicable withholdings and deductions as may be
required by law. Dividends paid thereafter on Record Shares shall be
transmitted via check, or, where electronic direct deposit was the preferred
payment method for the terminated Plan Account, via electronic funds transfer.
SECTION 7.8 SALE UPON PLAN TERMINATION OR PLAN ACCOUNT TERMINATION
In the event that a Participant advises the Administrator of his desire to sell
or transfer all or a portion of the Common Stock allocable to his Plan Account
upon the Company's termination of the
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Plan as a whole or of his Plan Account, he may do so pursuant to the relevant
provisions of Section 4.1.
ARTICLE VIII - SELECTION AND ROLE OF ADMINISTRATOR,
INDEPENDENT AGENT AND TRUSTEE
SECTION 8.1 SELECTION OF AN ADMINISTRATOR
The Administrator shall be appointed by the Company, which appointment may be
revoked by the Company at any time. The Administrator may resign at any time
upon 120 days' notice to the Company. In the event that no Administrator is
appointed, the Company shall be deemed to be the Administrator for purposes of
the Plan. First Chicago Trust Company of New York shall be the initial
Administrator. The appointed or elected officers of the Company shall make such
arrangements regarding compensation of the Administrator and reimbursement of
expenses as they may from time to time deem reasonable and appropriate.
SECTION 8.2 AUTHORITY AND DUTIES OF ADMINISTRATOR
The Administrator shall have the authority and responsibility to control and
manage the aspects of the operation and administration of the Plan which are
denoted herein as its responsibility and such other aspects of operation and
administration of the Plan as may be determined by the Company from time to
time except those duties and responsibilities designated as those of the
Trustee. The Administrator shall have the power and the duty to take all
actions and to make all decisions necessary or proper to carry out its
responsibilities under the Plan. Notwithstanding any other provision of this
document the Administrator shall not be liable for its inability to buy or sell
Common Stock on behalf of the Plan as a result of the closure of one or more of
the markets on which the Common Stock is traded.
SECTION 8.3 SELECTION OF INDEPENDENT AGENT
The Independent Agent serving in such capacity pursuant to the Plan shall be
selected by the Administrator. The Administrator shall make arrangements and
enter into agreements with the Independent Agent in connection with the
activities contemplated by the Plan.
SECTION 8.4 AUTHORITY AND DUTIES OF INDEPENDENT AGENT
The Independent Agent shall have the authority and responsibility to control
and manage the aspects of the operation and administration of the Plan which
are denoted herein as its responsibility and as may be determined by the
Administrator from time to time. The Independent Agent shall have the power and
the duty to take all actions and to make all decisions necessary or proper to
carry out its responsibilities under the Plan.
SECTION 8.5 SELECTION OF THE TRUSTEE
The Trustee shall be appointed by the Company, which appointment may be revoked
by the Company at any time. The Trustee may resign at any time upon 120 days'
notice to the Company. The First Chicago Trust Company of New York shall be
the initial Trustee. The appointed or elected officers of the Company shall
make such arrangements regarding compensation of the Trustee and reimbursement
of expenses as they may from time to time deem reasonable and appropriate.
SECTION 8.6 AUTHORITY AND DUTIES OF THE TRUSTEE
The Trustee shall have the authority and responsibility to arrange for such
aspects of the Plan which are denoted herein as its responsibility and such
other aspects of the Plan as may be
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determined by the Company from time to time, including without limitation
arranging or causing the arrangement for a nominee to be the Record Shareholder
of Book Shares and arranging for the execution of instructions whereby
Participants exercise voting and/or dispositive authority over Book Shares held
in their Plan Accounts.
ARTICLE IX - MISCELLANEOUS PROVISIONS
SECTION 9.1 GOVERNING LAW
This Plan shall be construed, regulated and administered under the laws of the
State of Illinois.
SECTION 9.2 AGREEMENT BY PARTICIPANTS
Each Participant, as a condition of participation herein, for himself, his
heirs, devisees, legatees, executors, administrators, legal representatives and
assigns, approves and agrees to be bound by the provisions of this Plan and any
subsequent amendments hereto, and all actions of the Company, the
Administrator, the Independent Agent and the Trustee hereunder.
SECTION 9.3 HEADINGS
The headings and subheadings in this instrument are inserted for convenience
and reference only and are not to be used in construing the Plan or any
provision thereof.
SECTION 9.4 ABSENCE OF GUARANTEE
Neither the Company nor the Administrator in any way guarantees the Plan
against loss or depreciation. Neither the Company nor the Administrator in any
way guarantees the payment or amount of any future Dividends on Common Stock.
Unless otherwise provided by law, the Company, its directors, officers,
employees and agents, the Administrator, the Independent Agent and the Trustee
shall in no manner be liable to any Participant with respect to the price or
performance of the Common Stock held for the Plan.
SECTION 9.5 LIABILITY
The Company, its directors, officers, employees, or agents, the Independent
Agent, the Administrator, and the Trustee shall not be liable under the Plan
for any act performed in good faith or for any good faith omission to act
including, without limitation, any claims for liability (a) arising out of
failure to terminate a Plan Account upon a Participant's death absent valid
transfer instructions pertaining to the Common Stock allocable to the subject
Plan Account and (b) the price at which Common Stock is purchased or sold for
Plan Accounts and the time such purchases or sales are made.
SECTION 9.6 NO ASSIGNMENT
Book Shares may not be assigned or pledged except under the auspices of any
loan program which the Administrator may from time to time offer which includes
in its express terms an exemption from this Section 9.6. In all other cases, a
Participant who wishes to assign or pledge Book Shares shall first request
certificates for such shares pursuant to Section 5.7 hereof.
Effective Date: April 2, 1996
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EXHIBIT 4(B)
TRUST AGREEMENT
THIS TRUST AGREEMENT is entered into as of this 12th day of February, 1996
(this "Agreement"), between FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York
Corporation ("Trustee"), and AMOCO CORPORATION, an Indiana Corporation
("Amoco"), with respect to the AMOCO DIRECT ACCESS PLAN (the "Plan"):
R E C I T A L S
A. Trustee is a limited purpose trust company organized and existing
under the laws of the State of New York.
B. Amoco is a corporation organized and existing under the laws of the
State of Indiana, with its principal executive offices in Chicago, Illinois.
Amoco has heretofore engaged First Chicago Trust Company of New York as its
administrator of its Automatic Dividend Reinvestment Plan ("DRIP").
C. Amoco has adopted the Plan, a direct stock purchase plan, which will
replace the DRIP.
D. Concurrent with the effectiveness of this Agreement Amoco will
appoint First Chicago Trust Company of New York as administrator of the Plan
("Plan Administrator").
NOW, THEREFORE, Amoco and Trustee agree as follows:
SECTION 1. Amoco hereby confirms the establishment with the Trustee of a
trust with respect to the Book Shares in the Plan (the "Trust Property"). It
shall be the duty of the Trustee to arrange or cause the arrangement for a
nominee to be the Record Shareholder of Book Shares under the Plan. It shall
also be the duty of the Trustee to arrange for the execution of instructions
whereby participants exercise voting and/or dispositive authority over Book
Shares held in their Plan Accounts. "Dispositive" instructions are
instructions to sell or to certificate Book Shares. In causing the
"arrangements" called for in this Section 1, the Trustee may appoint or
otherwise coordinate activities with the Plan Administrator such that the Plan
Administrator establishes the nominee and executes the instructions; provided,
however, that the Plan Administrator's liability shall be established solely
under its agreement dated as of February 12, 1996 with Amoco regarding
administration of the Plan and that the Plan Administrator, as Plan
Administrator, shall be subject to no liability under this Agreement.
SECTION 2. The Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, control, use, sell, dispose
of or otherwise deal with the Trust Property or any other part thereof, or to
otherwise take or refrain from taking any action under, or in connection with,
any document contemplated hereby to which the Trustee is a party, except as
expressly provided by the terms of this Agreement or in any instruction
received by the Trustee from the Plan Administrator or Amoco; and no implied
duties or obligations shall be read into this Agreement against the Trustee.
The Trustee may rely and may act immediately on any instruction it receives
from the Plan Administrator that relates to the Trust Property or this
Agreement, and may do so without obligation to inquire into the validity or
authority underlying any such instruction.
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SECTION 3. The Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Property except (i) in accordance
with the powers granted to, and the authority conferred upon, the Trustee
pursuant to this Agreement including without limitation, by participants as
provided in this Agreement, and (ii) in accordance with the express terms
hereof or with any instruction delivered to the Trustee by the Plan
Administrator or Amoco.
SECTION 4. The expenses incurred by the Trustee in the performance of its
duties, such compensation to the Trustee as may be agreed upon in writing from
time to time between the Trustee and Amoco, and all other proper charges and
disbursements of the Trustee, shall be paid by Amoco.
SECTION 5. The Trustee shall discharge its duties under this Agreement
solely in the interest of the participants in the Plan and (i) in good faith
and with due diligence, observing commercially reasonable care and (ii) in
accordance with the provisions of this Agreement. The Trustee agrees to comply
with all relevant federal, state, stock exchange, and other legal requirements
pertinent to its duties under this Agreement.
SECTION 6. The Trustee will not be responsible for the administration of
the Plan or for its validity or effect. Amoco will at all times fully
indemnify and save harmless the Trustee and its successors and assigns, from
any liability arising from, actions taken or not taken, and from any other
liability directly related to this Agreement, except that Amoco will not be
required to indemnify and save harmless the Trustee from any liability arising
out of the Trustee's willful misconduct, bad faith, negligence or failure to
perform up to the standard of care described in Section 5 hereof.
SECTION 7. (a) The Trustee shall report to Amoco and the Plan
Administrator promptly, from time to time as the Plan Administrator and Amoco
may request, regarding the carrying out of its duties under this Agreement.
(b) The Trustee agrees that all information received from Amoco or the
Plan Administrator pursuant to this Agreement shall be considered and kept as
confidential information and agrees that said information shall not be divulged
to any person, firm, corporation, or any other entity except upon the direct
written authorization of Amoco or as required by judicial or regulatory
authorities. The Trustee shall not make personal use of, or indirectly furnish
or divulge, any such confidential or proprietary information. The requirements
with respect to the confidential and proprietary nature of information set
forth herein shall not cease but shall survive the termination of this
Agreement.
(c) In the case of any requests or demands for the inspection of any
records of the Trust Property, the Trustee will notify Amoco and secure
instructions from an authorized officer of Amoco as to such inspection.
Notwithstanding the foregoing, the Trustee may respond promptly to the requests
and demands of regulatory authorities in the manner the Trustee considers
appropriate under the circumstances pending instructions from Amoco.
SECTION 8. The Trustee may be removed by Amoco at any time upon
one-hundred twenty (120) days' notice in writing to the Trustee. The Trustee
may resign at any time upon one-hundred twenty (120) days' notice in writing to
Amoco. Upon such removal or resignation of the Trustee, Amoco shall appoint a
successor trustee who shall have the same duties as those conferred upon the
Trustee hereunder and who shall have assets of not less than $10 million, and,
upon acceptance of such appointment by the successor
2
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trustee, the Trustee shall assign, transfer and pay over to such successor
trustee the property then constituting the Trust Property.
SECTION 9. Amoco reserves the right at any time and from time to time to
amend in whole or in part, any or all of the provisions of this Agreement, the
Plan or the Prospectus by notice thereof in writing delivered by Amoco to the
Trustee; provided that no such amendment which affects the duties, standard of
care, or indemnity of the Trustee may be made without its consent.
SECTION 10. Unless otherwise defined, capitalized terms used throughout
this Agreement shall have the same meanings as defined in the Plan.
SECTION 11. This Agreement shall be administered, construed and enforced
according to the laws of the State of Illinois.
SECTION 12. This Agreement shall be effective as of the effective date of
the Plan.
SECTION 13. Neither this Agreement nor any rights or obligations hereunder
may be assigned by the Trustee without Amoco's express, prior written consent,
which may be withheld for any reason. This Agreement shall be binding upon the
parties and their respective permitted successors and assigns.
SECTION 14. Any notice required to be given under this Agreement shall be
sent via certified or registered mail or courier service to the respective
parties at the following addresses:
To Amoco:
Paula J. Clayton, Esq.
Assistant Secretary
Mail Code 2101
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Phone: (312) 856-2671
To the Trustee:
Mr. Peter F. Sablich
Vice President
First Chicago Trust Company of New York
One First National Plaza
Suite 0123
Chicago, Illinois 60670
Phone: (312) 407-4706
Notice shall be deemed to have been given on the date reflected in the proof or
evidence of delivery, or if none, one the date actually received. Any party
may from time to time change its address for notification purposes by giving
the other party written notice of the new address and the date upon which it
will become effective.
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SECTION 15. (a) This Agreement, constitutes the entire understanding and
agreement between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof, whether oral or written.
(b) In the event any one or more of the provisions of this Agreement is
held to be invalid or unenforceable, the remaining provisions of this Agreement
will be unimpaired, and the invalid or unenforceable provision will be replaced
by a mutually acceptable provision which, being valid and enforceable, comes
closest to the intention of the parties regarding the invalid or unenforceable
provision. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid pursuant to applicable
laws. If any provisions of this Agreement shall be prohibited by or invalid
pursuant to applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
(c) Except as otherwise provided herein, no change or addition to, or
deletion of, any portion of this Agreement shall be valid or binding unless
made in writing and signed by the parties hereto.
(d) No delay, omission or forbearance on the part of a party herein to
exercise any right, option, duty or power arising out of any breach or default
by another party hereto of any of the terms, provisions or covenants contained
herein, shall constitute a waiver by the non-defaulting party to enforce any
such right, option, duty or power as against the defaulting party or as to a
subsequent breach or default of the defaulting party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and attested as
of this 12th day of February, 1996.
Attest: AMOCO CORPORATION
Paula J. Clayton By P. A. Brandin
Its: Corporate Secretary
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Thomas Grayman By Joseph F. Spadaford
Its: President
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Exhibit 5
[Amoco Corporation Letterhead]
February 14, 1996
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Dear Sirs:
Amendment No. 1 to an S-3 Registration Statement, File No. 33-63811
("Registration Statement") of Amoco Corporation, an Indiana corporation
("Amoco") is being filed on or about the date of this letter with the
Securities and Exchange Commission relating to the proposed offering of
10,000,000 shares (the "Shares") of common stock, without par value ("Common
Stock") of Amoco pursuant to the terms of Amoco's stock purchase plan, the
Amoco Direct Access Plan (the "Plan").
As counsel to Amoco, I am familiar with its amended articles of incorporation,
by-laws, minutes of meetings of shareholders and directors, and other corporate
records. I have examined the Registration Statement and the exhibits thereto,
including the Plan. Based upon the foregoing, I am of the opinion that:
1. Amoco is a corporation duly organized and existing under the laws of the
State of Indiana.
2. The Shares being offered pursuant to the Plan are duly authorized and when
delivered in accordance with the terms and conditions of the Plan will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Opinions" in the Registration Statement and related prospectus.
Very truly yours,
/s/ JANE E. KLEWIN
Jane E. Klewin
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 28, 1995 appearing on page 4 of Amoco Corporation's Form 8-K
dated April 5, 1995, which supplements Amoco Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994 to include summarized financial
information for Amoco Argentina Oil Company. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
February 14, 1996
<PAGE>
Exhibit 24
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all Amoco Corporation registration statements and
amendments thereto (including post-effective amendments) with respect to common
stock of Amoco Corporation offered or sold pursuant to the Amoco Direct Access
Plan and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 23rd day of January, 1996.
/s/ WILLIAM G. LOWRIE
----------------------------------------
(Signature)
WILLIAM G. LOWRIE
----------------------------------------
(print or type name)
<PAGE>
Exhibit 24
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all Amoco Corporation registration statements and
amendments thereto (including post-effective amendments) with respect to common
stock of Amoco Corporation offered or sold pursuant to the Amoco Direct Access
Plan and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 27th day of November, 1995.
/s/ F. A. MALJERS
----------------------------------------
(Signature)
F. A. MALJERS
----------------------------------------
(print or type name)
