<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 6, 1997)
$200,000,000
Amoco Company
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
Amoco Corporation
6.25% GUARANTEED NOTES DUE 2004
------------------
Interest payable April 15 and October 15
------------------
THE NOTES ARE NOT REDEEMABLE PRIOR TO MATURITY. THE NOTES WILL BE REPRESENTED BY
GLOBAL NOTES REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY TRUST
COMPANY, AS DEPOSITARY. BENEFICIAL INTERESTS IN THE NOTES WILL BE SHOWN ON, AND
TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE
DEPOSITARY (WITH RESPECT TO PARTICIPANTS' INTERESTS) AND ITS PARTICIPANTS.
EXCEPT AS DESCRIBED IN THE ACCOMPANYING PROSPECTUS, NOTES IN CERTIFICATED FORM
WILL NOT BE ISSUED IN EXCHANGE FOR THE GLOBAL NOTES.
------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
PRICE 99.916% AND ACCRUED INTEREST, IF ANY
------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(3)
--------- -------------- -------------
<S> <C> <C> <C>
Per Note.......................... 99.916% .625% 99.291%
Total............................. $199,832,000 $1,250,000 $198,582,000
</TABLE>
- ------------------
(1) Plus accrued interest, if any, from October 14, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of estimated expenses of $80,000.
------------------
The Notes are offered, subject to prior sale, when, as and if issued by the
Company and accepted by the Underwriters, and subject to approval of certain
legal matters by Simpson Thacher & Bartlett, counsel for the Underwriters. It is
expected that delivery of the Notes will be made on or about October 14, 1997
through the book-entry facilities of The Depository Trust Company, against
payment therefor in immediately available funds.
------------------
MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
October 6, 1997
<PAGE> 2
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN
OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AMOCO COMPANY,
AMOCO CORPORATION OR ANY OTHER PERSON. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THE NOTES NOR SHALL THEY CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
ANY OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR
SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION.
------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING."
------------------
IT IS EXPECTED THAT DELIVERY OF THE NOTES WILL BE MADE AGAINST PAYMENT
THEREOF ON OR ABOUT THE DATE SPECIFIED IN THE LAST PARAGRAPH OF THE COVER PAGE
HEREOF, WHICH WILL BE THE FIFTH BUSINESS DAY FOLLOWING THE DATE HEREOF.
PURCHASERS OF NOTES SHOULD NOTE THAT TRADING OF THE NOTES ON THE DATE HEREOF AND
THE NEXT SUCCEEDING DATE MAY BE AFFECTED BY SUCH SETTLEMENT. SEE "UNDERWRITING."
------------------
DESCRIPTION OF NOTES
The following description of the particular terms of the 6.25% Guaranteed
Notes Due 2004 (the "Notes") offered hereby supplements the description of the
general terms and provisions of the Debt Securities set forth in the Prospectus,
to which description reference is hereby made. The following summary of the
Notes is qualified in its entirety by reference to the Indenture referred to in
the Prospectus.
GENERAL
The Notes offered hereby will be limited to $200,000,000 aggregate
principal amount and are to be issued under the Indenture, dated as of August 1,
1997 (the "Indenture"), which is more fully described in the accompanying
Prospectus. The Notes will be issued in fully registered form only and in
denominations of $1,000 and integral multiples thereof. Principal of and
interest on the Notes will be payable, and the transfer of Notes will be
registrable, through the Depositary as described under "Book-Entry Procedures."
The Notes will bear interest from October 14, 1997, payable semi-annually
on each April 15 and October 15, commencing on April 15, 1998, to the persons in
whose names the Notes are registered at the close of business on the April 1 or
October 1 next preceding such April 15 or October 15, as the case may be.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Principal and interest will be payable at the corporate trust office of
the Trustee in New York, N.Y., provided that payment of interest may be made by
checks mailed to the registered holders, at the option of the Company. The Notes
may be surrendered for registration of transfer or for exchange, and notices and
demands to or upon the Company and the Guarantor in respect of the Notes may be
served, at the corporate trust office of the Trustee in New York, N.Y.
The Notes may not be redeemed prior to maturity.
The Indenture permits the defeasance of the Notes upon the satisfaction of
the conditions described under "Description of Debt Securities -- Defeasance and
Covenant Defeasance" in the Prospectus. The Notes are subject to these
defeasance provisions.
BOOK-ENTRY PROCEDURES
Upon issuance, the Notes will each be represented by fully registered
global notes (the "Global Notes" and each a "Global Note"). The Global Notes
will be deposited with, or on behalf of, The Depository Trust
S-2
<PAGE> 3
Company, as Depositary (the "Depositary"), and registered in the name of a
nominee of the Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive registered form, a Global Note may not be transferred
except as a whole by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depositary holds securities deposited with it by its
participants and facilitates the settlement of transactions among its
participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to the
Global Notes is set forth in the Prospectus under "Description of Debt
Securities -- Global Registered Securities." The Depositary has confirmed to the
Company, the Underwriters and the Trustee that it intends to follow such
procedures.
S-3
<PAGE> 4
RECENT DEVELOPMENTS
Selected consolidated financial data of Amoco Corporation, based upon
unaudited financial data for the three months and the six months ended June 30,
1997, are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
(UNAUDITED) (UNAUDITED)
---------------------- ----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Revenues.......................... $8,624 $8,765 $17,617 $16,979
Income before income taxes........ 911 802 1,853 1,778
Net income........................ 622 600 1,296 1,328
Net income per share.............. 1.26 1.20 2.62 2.67
</TABLE>
Second-quarter 1997 earnings of $622 million compared with earnings of $600
million for the second quarter of 1996. The increase reflected higher refining
margins and increased volumes in petroleum products and most chemical lines.
Partially offsetting were lower worldwide crude oil prices and lower North
American crude oil and natural gas production.
For the first six months of 1997, earnings were $1,296 million, or $2.62
per share. This compared with $1,272 million for the first six months of 1996,
excluding 1996 gains of $56 million on the sale of certain Canadian exploration
and production assets. Favorably affecting 1997 earnings were higher exploration
and production results, primarily due to higher energy prices earlier in the
year, and improved petroleum products operations. Offsetting were lower chemical
earnings compared to 1996, mainly as a result of lower paraxylene margins.
USE OF PROCEEDS
The net proceeds from sale of the Notes will be used in conjunction with
other funds for corporate purposes, including repayment of short-term debt and
funding of capital and exploration requirements. Pending the commitment of the
proceeds of the Notes to such purposes, the Company may invest temporarily in
short-term obligations.
S-4
<PAGE> 5
UNDERWRITING
Under the terms of and subject to the conditions contained in an
Underwriting Agreement dated October 6, 1997, and the Underwriting Agreement
Standard Provisions (Debt Securities and Warrants to Purchase Debt Securities)
incorporated therein, the Underwriters named below have severally agreed to
purchase, and Amoco Company has agreed to sell to them, severally, the
respective principal amounts of Notes set forth below:
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $100,000,000
Credit Suisse First Boston Corporation...................... 40,000,000
Goldman, Sachs & Co. ....................................... 60,000,000
------------
Total............................................. $200,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are committed to take and pay for all of the Notes if any are
taken.
The Underwriters initially propose to offer part of the Notes directly to
the public at the public offering price set forth on the cover page hereof and
part to certain dealers at a price that represents a concession not in excess of
.375% of the principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of .250% of the principal amount
of the Notes to certain other dealers. After the initial offering of the Notes,
the offering price and other selling terms may from time to time be varied by
the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriters may be required to make in respect
thereof.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market-making may be discontinued at any time by the
Underwriters at their sole discretion. Accordingly, no assurance can be given as
to the liquidity of, or trading market for, the Notes.
In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes. Specifically, the Underwriters may overallot in connection with the
offering of the Notes, creating a short position in the Notes for their own
accounts. In addition, to cover overallotments or to stabilize the price of the
Notes, the Underwriters may bid for, and purchase, the Notes in the open market.
Finally, in the offering of the Notes, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
Notes in the offering if the syndicate repurchases previously distributed Notes
in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the
market price of the Notes above independent market levels. The Underwriters are
not required to engage in these activities and may end any of these activities
at any time.
It is expected that delivery of the Notes will be made against payment
thereof on or about the date specified in the last paragraph of the cover page
hereof, which will be the fifth business day in the United States following the
date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades
in the secondary market generally are required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade Notes on the date hereof and the next succeeding
date will be required to specify an alternative settlement cycle at the time of
any such trade to prevent a failed settlement. Purchasers of Notes which wish to
trade Notes on the date hereof and the next succeeding date should consult their
own advisors.
S-5
<PAGE> 6
PROSPECTUS
DEBT SECURITIES AND WARRANTS
OF
AMOCO COMPANY
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
AMOCO CORPORATION
Amoco Company, a Delaware corporation (the "Company"), may from time to
time offer its debt securities ("Debt Securities") in one or more series for
issuance and sale, and warrants (the "Warrants") to purchase Debt Securities,
from which the Company will receive proceeds of up to an aggregate of
$200,000,000 or the equivalent in foreign denominated currency or units based on
or relating to currencies, on terms determined by market conditions at the time
of sale. The due and punctual payment of principal and premium and interest, if
any, on the Debt Securities is unconditionally guaranteed (the "Guarantees") by
Amoco Corporation, an Indiana corporation ("Amoco"). The Company is a wholly
owned subsidiary of Amoco. With respect to the Debt Securities and Warrants as
to which this Prospectus is being delivered, the specific designation, aggregate
principal amount, maturity, rate (or manner of calculation thereof) and time of
payment of any interest, the purchase price, the currency or currency units for
which the Debt Securities or Warrants may be purchased, the currency or currency
units in which payments in respect of Debt Securities may be made, and whether
the Debt Securities and Warrants are to be offered for sale together or
separately, any stock exchange listings, the duration, purchase price, exercise
price, detachability and any other terms of Warrants, any terms for mandatory or
optional redemption (including any sinking fund) and any other specific terms
are set forth in the accompanying Prospectus Supplement ("Prospectus
Supplement").
---------------------
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 Debt Securities and Warrants may be offered directly, through agents
designated from time to time, through dealers or through Morgan Stanley & Co.
Incorporated and/or one or more other managing underwriters to be named in the
Prospectus Supplement, acting alone or with other underwriters. See "Plan of
Distribution." Any such agents, dealers or underwriters are set forth in the
Prospectus Supplement. If an agent of the Company or a dealer or underwriter is
involved in the offering of the Debt Securities and Warrants in connection with
which this Prospectus is being delivered, the agent's commission, dealer's
purchase price or underwriter's discount will be set forth in, or may be
calculated from, the Prospectus Supplement, and the net proceeds to the Company
from such sale will be the purchase price of such Debt Securities and Warrants
less such commission in the case of an agent, the purchase price of such Debt
Securities and Warrants in the case of a dealer, and the public offering price
less such discount in the case of an underwriter, and less, in each case, the
other expenses of the Company associated with such issuance and distribution.
The aggregate proceeds to the Company from all the Debt Securities and
Warrants sold will be the purchase price of such Debt Securities and Warrants
less the aggregate of any agents' commissions, any underwriters' discounts and
the other expenses of issuance and distribution. See "Plan of Distribution" for
possible indemnification arrangements for agents, dealers or underwriters.
THE DATE OF THIS PROSPECTUS IS OCTOBER 6, 1997.
<PAGE> 7
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, AMOCO OR ANY
OTHER PERSON. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF ANY
OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
Unless otherwise noted, all dollar figures in this Prospectus and any
Prospectus Supplement are expressed in United States dollars.
---------------------
AVAILABLE INFORMATION
The Company and Amoco are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith file reports and other information with the Securities and Exchange
Commission (the "Commission"). Certain current information concerning such
corporations' directors and officers, and (in the case of Amoco) their
remuneration, options granted to them, the principal holders of securities, and
any material interest of such persons in transactions with the Company or Amoco,
respectively, is disclosed in proxy statements distributed to shareholders of
Amoco and in certain of the Company's and Amoco's reports filed with the
Commission. Such reports, proxy and information 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 60661, and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies can also be
obtained from the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. Amoco's common stock is listed on the New York, Chicago,
Pacific, Toronto, and Swiss stock exchanges. Reports, proxy statements, and
other information concerning Amoco can be inspected at the New York, Chicago,
Pacific and Toronto stock exchanges. The common stock of the Company is 100%
owned by Amoco and is not listed on any exchange.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by Amoco and the
Company with the Commission pursuant to the 1934 Act (File Nos. 1-170-2 and
1-8888, respectively) are incorporated by reference in this Prospectus and shall
be deemed to be a part hereof:
(a) Amoco's Annual Report on Form 10-K for the year ended December 31,
1996;
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(c) Amoco's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(d) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997;
(e) Amoco's definitive Proxy Statement dated March 10, 1997, in
connection with its Annual Meeting of Shareholders held on April 22, 1997;
and
(f) Amoco's Current Report on Form 8-K dated April 14, 1997;
in each case, as filed with the Commission pursuant to the 1934 Act.
2
<PAGE> 8
All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements pursuant to Section 14 of the 1934 Act filed
by the Company and Amoco after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities and Warrants 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. Amoco's Annual Report on Form 10-K will
include summary financial information concerning the Company, and Amoco's
Quarterly Reports on Form 10-Q will also include Company summary financial
information. 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 or in the accompanying Prospectus
Supplement 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 AND AMOCO 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 INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH
EXHIBITS ARE 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-0402.
TELEPHONE REQUESTS MAY BE DIRECTED TO 312-856-7981.
AMOCO AND THE COMPANY
Amoco was incorporated in Indiana in 1889 and has its principal executive
offices at 200 East Randolph Drive, Chicago, Illinois 60601 (telephone:
312-856-6111). Amoco is a parent corporation concerned with overall policy
guidance, financing, coordination of operations, staff services, performance
evaluation and planning for its subsidiaries. Amoco and its consolidated
subsidiaries form a large integrated petroleum and chemical enterprise.
The Company, which was incorporated in Delaware in 1985, has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111). The Company, a wholly-owned subsidiary of Amoco, is
the holding company for substantially all petroleum and chemical operating
subsidiaries except Amoco Canada Petroleum Company Ltd., which is wholly-owned
by Amoco, and selected other activities. The principal wholly-owned subsidiaries
of the Company 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
and natural gas liquids.
Amoco Oil Company........................ Refining, marketing, and transporting of
petroleum and related products.
Amoco Chemical Company................... Manufacture and sale of chemical
products.
</TABLE>
3
<PAGE> 9
RATIOS OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges on public obligations for
the six months ended June 30, 1997 and for each of the five years ended December
31, 1996, were as follows: June 30, 1997 -- 11.5, 1996 -- 14.2, 1995 -- 11.6,
1994 -- 20.4, 1993 -- 13.2, and 1992 -- 8.3.
Amoco's ratio of earnings to fixed charges for the six months ended June
30, 1997 and for each of the five years ended December 31, 1996, were as
follows: June 30, 1997 -- 9.0, 1996 -- 10.3, 1995 -- 6.9, 1994 -- 8.9,
1993 -- 8.0, and 1992 -- 3.5.
Ratios of earnings to fixed charges are computed for each of the
enterprises as a whole, including its majority owned consolidated and
unconsolidated subsidiaries, and certain 50 percent or less owned companies.
Earnings consist of income before income taxes and expensed fixed charges; fixed
charges include interest on indebtedness, amortization of debt discount and
premium, and a portion of rental expense, net of income from subleased
properties, representative of an interest factor.
USE OF PROCEEDS
The net proceeds from sale of the Debt Securities and Warrants will be used
in conjunction with other funds for corporate purposes of the Company, including
capital and exploration requirements and repayment of debt. Pending the
commitment of the proceeds of the Debt Securities and Warrants to such purposes,
the Company may invest temporarily in short-term debt obligations.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities (herein also referred to as "Securities") are to be
issued under an Indenture, dated as of August 1, 1997 (the "Indenture"), among
the Company, Amoco and The Chase Manhattan Bank, as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the registration statement (the
"Registration Statement") of which this Prospectus is a part. The Securities may
be issued from time to time in one or more series. The particular terms of each
series, or of Securities forming a part of a series, which are offered by a
Prospectus Supplement and the related guarantees thereof by the Guarantor (the
"Guarantees") will be described in such Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Securities or
Guarantees, to the description of the terms thereof included in the Prospectus
Supplement relating thereto. References in italics to section numbers are to
Sections of the Indenture. Capitalized terms not defined herein shall have the
meaning set forth in the Indenture.
GENERAL
The Indenture provides that Securities in separate series may be issued
thereunder from time to time without limitation as to aggregate principal
amount. The Company and Amoco may specify a maximum aggregate principal amount
for the Securities of any series. (Section 301.) The Securities are to have such
terms and provisions which are not inconsistent with the Indenture, including as
to maturity, principal and interest, as the Company and Amoco may determine. The
Securities will be unsecured obligations of the Company, will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company and will
be guaranteed by Amoco. See "Guarantees by Amoco."
The applicable Prospectus Supplement will set forth the price or prices at
which the Securities to be offered will be issued and will describe the
following terms of such Securities: (1) the title of such Securities; (2) any
limit on the aggregate principal amount of such Securities or the series of
which they are a part; (3) whether such Securities are to be issuable as
Registered Securities, Bearer Securities or both, whether such Securities will
be issuable initially in temporary global form, any date, or the manner of
determination of any date, prior to which interests in any such temporary global
security may not be exchanged for definitive
4
<PAGE> 10
Securities and the extent to which, and the manner in which, any interest on
such temporary global security may be paid, and whether any such Securities are
to be issuable in permanent global form and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange such interests for
such Securities of such Series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than as described under "Form, Exchange and Transfer"; (4) the Person to
whom and the manner in which interest on such Securities will be payable, and
the extent to which, or the manner in which, any interest payable on a temporary
global Security on an Interest Payment Date will be paid if other than in the
manner described under "Temporary Bearer Global Securities"; (5) the date or
dates on which the principal of and premium, if any, on any of such Securities
will be payable; (6) the rate or rates at which any of such Securities will bear
interest, if any, or the manner of calculating such rate or rates, the date or
dates from which any such interest will accrue, the Interest Payment Dates on
which any such interest will be payable and the Regular Record Date for any such
interest payable on any Registered Securities on any Interest Payment Date; (7)
the place or places where the principal of and any premium, interest and
Additional Amounts on any of such Securities will be payable, any Registered
Securities may be surrendered for registration of transfer, any such Securities
may be surrendered for exchange and notices and demands to or upon the Company
and Amoco in respect of any such Securities may be served; (8) the period or
periods within which, the price or prices at which and the terms and conditions
on which any of such Securities may be redeemed, in whole or in part, at the
option of the Company; (9) the obligation, if any, of the Company to redeem,
purchase or repay any of such Securities pursuant to any sinking fund or
analogous provision or at the option of the Holder thereof, and the period or
periods within which, the price or prices at which and the terms and conditions
on which any of such Securities will be redeemed, purchased or repaid, in whole
or in part, pursuant to any such obligation; (10) the denominations in which any
Registered Securities will be issuable, if other than denominations of U.S.
$1,000 and any integral multiple thereof, and the denominations in which any
Bearer Securities will be issuable, if other than denominations of U.S. $5,000
and any integral multiple thereof; (11) if the amount of principal of or any
premium or interest on any of such Securities may be determined with reference
to an index or pursuant to a formula, the manner in which such amounts will be
determined; (12) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any of such Securities will be payable (and the manner in which
the equivalent of the principal amount thereof in the currency of the United
States of America is to be determined for any purpose, including for the purpose
of determining the principal amount deemed to be Outstanding at any time); (13)
if the principal of or any premium or interest on any of such Securities is to
be payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than those in which such Securities are
stated to be payable, the currency, currencies or currency units in which
payment of any such amount as to which such election is made will be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount is
to be determined); (14) if other than the entire principal amount thereof, the
portion of the principal amount of any of such Securities which will be payable
upon declaration of acceleration of the Maturity thereof; (15) if the principal
amount payable at the Stated Maturity of any of such Securities will not be
determinable as of any one or more dates prior to the Stated Maturity, the
amount which will be deemed to be such principal amount as of any such date for
any purpose, including the principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity or which will be deemed
to be Outstanding as of any such date (or, in any such case, the manner in which
such deemed principal amount is to be determined); (16) if applicable, that such
Securities, in whole or any specified part, are defeasible pursuant to the
provisions of the Indenture described under "Defeasance and Covenant
Defeasance -- Defeasance and Discharge" or "Defeasance and Covenant
Defeasance -- Defeasance of Certain Covenants", or under both such captions;
(17) whether any Registered Securities will be issuable in whole or in part in
the form of one or more Global Registered Securities and, if so, the respective
Depositaries for such Global Registered Securities, the form of any legend or
legends to be borne by any such Global Registered Security in addition to or in
lieu of the legend referred to under "Global Registered Securities" and, if
different from those described under such caption, any circumstances under which
any such Global Registered Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Registered Security in
whole or in part may be registered, in the names of Persons other than the
Depositary for such Global Registered Security or its nominee; (18) whether any
legends will
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be stamped or imprinted on all or a portion of such Securities, and the terms
and conditions upon which any legends may be removed; (19) any addition to or
change in the Events of Default applicable to any of such Securities and any
change in the right of the Trustee or the Holders to declare the principal
amount of any of such Securities due and payable; (20) the Guarantees of such
Securities; (21) whether and under what circumstances the Company will pay
Additional Amounts on such Securities and, if so, whether the Company will have
the option to redeem such Securities rather than pay such Additional Amounts;
(22) any addition to or change in the covenants in the Indenture described under
"Certain Covenants of the Company" applicable to any of such Securities; (23)
any other terms of such Securities not inconsistent with the provisions of the
Indenture; and (24) any trustees, authenticating or paying agents, warrant
agents, transfer agents, registrars or any other agents or depositaries with
respect to such Securities. (Section 301.)
Securities, including Original Issue Discount Securities, may be sold at a
substantial discount below their principal amount. Certain special United States
federal income tax considerations (if any) applicable to Securities sold at an
original issue discount may be described in the applicable Prospectus
Supplement. In addition, certain special United States federal income tax or
other considerations (if any) applicable to any Securities which are denominated
in a currency or currency unit other than United States dollars may be described
in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
Unless otherwise specified in the applicable Prospectus Supplement,
Registered Securities of a series shall be issuable in denominations of U.S.
$1,000 and integral multiples thereof and Bearer Securities of a series shall be
issuable in denominations of U.S. $5,000 and integral multiples thereof.
(Section 302.)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Registered Securities, Registered Securities of
each series will be exchangeable for other Registered Securities of the same
series of any authorized denomination and of a like tenor and aggregate
principal amount, each such Registered Security having endorsed thereon a
Guarantee. (Section 305.)
Subject to the terms of the Indenture and the limitations applicable to
Global Registered Securities, Registered Securities may be presented for
exchange as provided above or for registration of transfer (duly endorsed or
accompanied by a proper written instrument of transfer duly executed) at the
office of the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose. No service charge will be made for
any registration of transfer or exchange of Registered Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Such transfer or exchange
will be effected upon the Security Registrar or such transfer agent, as the case
may be, being satisfied with the documents of title and identity of the person
making the request. The Company has appointed the Trustee as Security Registrar.
Any transfer agent (in addition to the Security Registrar) initially designated
by the Company for any Securities will be named in the applicable Prospectus
Supplement. (Section 305.) The Company may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that the
Company will be required to maintain a transfer agent in each Place of Payment
for the Securities of each series. Unless otherwise specified in the applicable
Prospectus Supplement, the Company will maintain a transfer agent in The City of
New York and in London. (Section 1002.)
Unless otherwise provided in the Bearer Security and the applicable
Prospectus Supplement, all Bearer Securities issued as part of the same
identifiable tranche (within the meaning of Regulation S under the Securities
Act of 1933, as amended (the "1933 Act")) will be initially represented by a
single temporary bearer global security (a "Temporary Bearer Global Security")
which will be deposited with a common depositary for Cedel Bank, societe anonyme
("Cedel Bank") and the operator of the Euroclear System ("Euroclear"). Cedel and
Euroclear, as the case may be, will credit the account of each subscriber with
the principal amount of Bearer Securities being subscribed by it. The Company
will irrevocably undertake to exchange the Temporary Bearer Global Security for
a definitive permanent bearer global Security (a "Permanent Bearer Global
Security") delivered to a common depositary for Euroclear or Cedel Bank upon the
later of (i) the date which is 40 days after the later of (A) the completion of
the distribution of such
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<PAGE> 12
identifiable tranche of Bearer Securities as determined by the Underwriters and
(B) the settlement date for such tranche (the "Exchange Date"; provided,
however, that the Company may, in its sole discretion, extend the Exchange Date
for such period of time as the Company may deem necessary in order to ensure
that the issuance of such identifiable tranche of Bearer Securities is exempt
from registration under the 1933 Act by virtue of Regulation S thereunder) and
(ii) the date on which Cedel Bank or Euroclear provides to the Trustee or an
Authenticating Agent the requisite certification as described under "Temporary
Bearer Global Securities" below.
Unless otherwise provided in the Bearer Securities and the applicable
Prospectus Supplement, the Permanent Bearer Global Security will be exchangeable
for definitive Securities in bearer form with or without coupons attached or
Securities in registered form without coupons attached upon not less than 60
days' written notice to the Company and the Trustee or an Authenticating Agent
from Cedel Bank or Euroclear. Such notice shall specify whether the Permanent
Bearer Global Security is to be exchanged for Bearer Securities or Registered
Securities, or both, the denominations in which any Registered Securities will
be issued and the names in which such Registered Securities will be issued. Upon
receipt of such notice, the Company will cause to be prepared for delivery the
requested Bearer Securities and/or Registered Securities, in the specified
denominations and in the specified names.
Unless otherwise provided in the Bearer Securities and the applicable
Prospectus Supplement, at the option of the Holder, Bearer Securities (with all
unmatured coupons appertaining thereto) will be exchangeable into a like
aggregate principal amount of Registered Securities of like tenor. Bearer
Securities will not be issued in exchange for Registered Securities. (Section
305.) Each Security authenticated and delivered upon any transfer or exchange
for or in lieu of the whole or any part of any Security will carry all the
rights, if any, to interest accrued and unpaid and to accrue which were carried
by the whole or such part of such Security. (Section 307.) Such new Security, if
a Registered Security, will be so dated, and, if a Bearer Security, will have
attached thereto such coupons, that neither gain nor loss in interest will
result from such transfer or exchange.
Bearer Securities will be subject to certain requirements and restrictions
imposed by United States federal tax laws and regulations. See "Limitations on
Issuance of Bearer Securities."
If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company will not be required to (i) issue, register
the transfer of or exchange any Security of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on (A) if Securities of the series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) register the transfer of or exchange any Registered Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any such Security being redeemed in part, or (iii) exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, provided that
such Registered Security shall be simultaneously surrendered for redemption.
(Section 305.)
GLOBAL REGISTERED SECURITIES
Some or all of the Registered Securities of any series may be represented,
in whole or in part, by one or more Global Registered Securities which will have
an aggregate principal amount equal to that of the Registered Securities
represented thereby. Each Global Registered Security will be registered in the
name of a Depositary or a nominee thereof identified in the applicable
Prospectus Supplement, will be deposited with such Depositary or nominee or a
custodian therefor and will bear a legend regarding the restrictions on
exchanges and registration of transfer thereof referred to below and any such
other matters as may be provided for pursuant to the Indenture.
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Notwithstanding any provision of the Indenture or any Security described
herein, no Global Registered Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Registered Security in whole
or in part may be registered, in the name of any Person other than the
Depositary for such Global Registered Security or any nominee of such Depositary
unless (i) the Depositary has notified the Company and Amoco that it is
unwilling or unable to continue as Depositary for such Global Registered
Security or has ceased to be qualified to act as such as required by the
Indenture, (ii) there shall have occurred and be continuing an Event of Default
with respect to the Registered Securities represented by such Global Registered
Security or (iii) there shall exist such circumstances, if any, in addition to
or in lieu of those described above as may be described in the applicable
Prospectus Supplement. All Registered Securities issued in exchange for a Global
Registered Security or any portion thereof will be registered in such names as
the Depositary may direct. (Sections 204 and 305.)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Registered Security, the Depositary or such nominee, as the case may be,
will be considered the sole owner and Holder of such Global Registered Security
and the Registered Securities represented thereby for all purposes under the
Registered Securities and the Indenture. Except in the limited circumstances
referred to above, owners of beneficial interests in a Global Registered
Security will not be entitled to have such Global Registered Security or any
Registered Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificated Registered
Securities in exchange therefor and will not be considered to be the owners or
Holders of such Global Registered Security or any Registered Securities
represented thereby for any purpose under the Registered Securities or the
Indenture. All payments of principal of and any premium and interest on a Global
Registered Security will be made to the Depositary or its nominee, as the case
may be, as the Holder thereof. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. These laws may impair the ability to transfer beneficial
interests in a Global Registered Security.
Ownership of beneficial interests in a Global Registered Security will be
limited to institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Registered Security,
the Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of Registered Securities represented by the
Global Registered Security to the accounts of its participants. Ownership of
beneficial interests in a Global Registered Security will be shown only on, and
the transfer of those ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants' interests) or any
such participant (with respect to interests of persons held by such participants
on their behalf). Payments, transfers, exchanges and other matters relating to
beneficial interests in a Global Registered Security may be subject to various
policies and procedures adopted by the Depositary from time to time. None of the
Company, Amoco, the Trustee or any agent of the Company, Amoco or the Trustee
will have any responsibility or liability for any aspect of the Depositary's or
any participant's records relating to, or for payments made on account of,
beneficial interests in a Global Registered Security, or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Registered Security on any Interest Payment Date will be made
to the Person in whose name such Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Section 307.)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Registered Securities of a
particular series will be payable at the office of such Paying Agent or Paying
Agents as the Company may designate for such purpose from time to time, except
that at the option of the Company payment of any interest may be made by check
mailed to the address of the Person entitled thereto as such address appears in
the Security Register. Unless otherwise indicated in the applicable Prospectus
Supplement, the corporate trust office of the Trustee in The City of New York
will be designated as the Company's sole Paying Agent for payments with respect
to Registered Securities of each series. Any
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<PAGE> 14
other Paying Agents initially designated by the Company for the Registered
Securities of a particular series will be named in the applicable Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent in each Place of Payment for the Registered Securities
of a particular series. Unless otherwise specified in the applicable Prospectus
Supplement, the Company will maintain a Paying Agent in The City of New York for
the Registered Securities. (Section 1002.)
The principal of and any premium and interest on a Temporary Bearer Global
Security and a Permanent Bearer Global Security will be paid to each of
Euroclear and Cedel Bank with respect to that portion of such Temporary Bearer
Global Security or Permanent Bearer Global Security held for its account. The
Company understands that in accordance with current operating procedures of
Euroclear and Cedel each of Euroclear and Cedel will credit such principal and
any premium and interest received by it in respect of a Temporary Bearer Global
Security or Permanent Bearer Global Security to the respective accounts of the
persons who on its records are owners of beneficial interests in such Temporary
Bearer Global Security or Permanent Bearer Global Security. If a Registered
Security is issued in exchange for any portion of a Permanent Bearer Global
Security after the close of business at the office or agency where such exchange
occurs on (i) any regular record date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any special
record date and before the opening of business at such office or agency on the
related proposed date for payment of defaulted interest, interest or defaulted
interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to Euroclear and Cedel Bank, and the Company
understands that Euroclear and Cedel Bank will undertake in such circumstances
to credit such interest to the account of the person who was the beneficial
owner of such portion of such Permanent Bearer Global Security on such regular
record date or special record date, as the case may be. (Section 305.)
Unless otherwise indicated in the Bearer Security and the applicable
Prospectus Supplement, payment of any interest on Bearer Securities will be
payable by check upon surrender of any applicable coupon, and principal of and
any premium on Bearer Securities will be payable by check upon surrender of such
Securities, at such offices or agencies outside the United States as the Company
may from time to time designate; provided, that no interest will be payable on
any Bearer Security (including a Temporary Bearer Global Security) until the
Owner Tax Certification described under "Temporary Bearer Global Securities --
Certifications" is delivered to Euroclear or Cedel Bank and Euroclear or Cedel
Bank delivers the Depositary Tax Certification described under "Temporary Bearer
Global Securities -- Interest Payment Date Prior to Exchange Date" to the
Company or its agent. No payment with respect to any Bearer Security will be
made at any office or agency in the United States or its possessions or by check
mailed to any address in the United States or its possessions or by transfer to
an account maintained with a bank located in the United States or its
possessions. (Sections 304 and 305.) Notwithstanding the foregoing, payments of
principal of and any premium and interest on Bearer Securities payable in
dollars will be made in the United States if (but only if) payment of the full
amount thereof in dollars at the office of each Paying Agent outside the United
States appointed and maintained by the Company is illegal or effectively
precluded by exchange controls or other similar restrictions.
Bearer Securities called or presented for redemption should be presented
for payment of the applicable redemption price together with all unmatured
coupons. Amounts due in respect of any missing unmatured coupons will be
deducted from the sum due for payment. Interest due on or prior to the
redemption date on Bearer Securities will be payable only upon the surrender of
the corresponding coupons. (Section 1106.)
All moneys paid by the Company or Amoco to a Paying Agent for the payment
of the principal of or any premium, interest or Additional Amounts on any
Security which remain unclaimed at the end of two years after such principal,
premium, interest or Additional Amounts has become due and payable will be
repaid to the Company, and the Holder of such Security thereafter may look only
to the Company and Amoco for payment thereof. (Section 1003.)
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GUARANTEES BY AMOCO
Amoco will unconditionally guarantee the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on the Securities, and
the due and punctual payment of any sinking fund or analogous payments
(including all Additional Amounts), when and as the same shall become due and
payable, whether at maturity, upon redemption, by declaration of acceleration or
otherwise. (Section 1401.)
The Guarantees will be direct, unsecured and unsubordinated obligations of
Amoco and will rank equally and ratably with other unsecured and unsubordinated
indebtedness.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. The Company covenants in the Indenture that it will
not, nor will it permit any Restricted Subsidiary to, issue, assume, or
guarantee any Debt if such Debt is secured by a Mortgage upon any Producing
Property, any Refining or Manufacturing Property or any shares of stock or
indebtedness of any Restricted Subsidiary, without, in any such case,
effectively providing, concurrently with the issuance, assumption or guarantee
of any such Debt, that the Securities (together with, if the Company shall so
determine, any other indebtedness of, or guaranteed by, the Company or such
Restricted Subsidiary ranking equally with the Securities and then existing or
thereafter created) shall be secured equally and ratably with (or prior to) such
Debt, so long as such Debt shall be so secured; provided, however, that the
foregoing restriction shall not apply to:
(i) Mortgages existing as of the date of the first issuance by the
Company of the Securities of any series;
(ii) Mortgages on property, shares of stock or indebtedness, or in
respect of indebtedness, of any corporation existing at the time such
corporation becomes a Restricted Subsidiary, or arising thereafter pursuant
to contractual commitments entered into prior to and not in contemplation
of such corporation becoming a Restricted Subsidiary;
(iii) Mortgages on property, shares of stock or indebtedness, or in
respect of indebtedness, existing at the time of acquisition thereof
(including acquisition through merger, amalgamation or consolidation), or
arising thereafter pursuant to contractual commitments entered into prior
to and not in contemplation of the acquisition of such property, shares,
stock or indebtedness;
(iv) Mortgages securing the payment of all or any part of the purchase
price of any property or securing any Debt incurred prior to, at the time
of or within 90 days after the acquisition of such property for the purpose
of financing all or any part of the purchase price thereof (provided such
Mortgages are limited to such property and improvements thereon);
(v) Mortgages which secure Debt owing by any Restricted Subsidiary to
the Company, to the Guarantor or to a Restricted Subsidiary;
(vi) Mortgages on any Producing Property or Refining or Manufacturing
Property to secure all or any part of the cost of surveying, exploration,
mining, drilling, extraction, development, construction, alteration, repair
or improvement of all or any part thereof, or to secure Debt incurred prior
to, at the time of or within 12 months after the completion of such
surveying, exploration, mining, drilling, extraction, development,
construction, alteration, repair or improvement, whichever is later, for
the purpose of financing all or any part of such cost (provided such
Mortgages are limited to such property and improvements thereon);
(vii) Mortgages securing Debt in respect of commitments of purchase or
sale of, or the transportation or distribution of, products derived from
the property so mortgaged;
(viii) Mortgages on personal property, other than on any shares of
stock or indebtedness of any Restricted Subsidiary;
(ix) Mortgages securing Debt incurred in connection with environmental
law obligations imposed by or pursuant to any legislative, governmental or
regulatory authority;
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(x) Mortgages in favor of or at the request of the United States or
any state or territory thereof, or any other country or any department,
agency, instrumentality or political subdivision of any such jurisdiction,
or in favor of holders of securities issued by any such entity, securing
Debt owing thereto or partial, progress, advance or other payments or
performance pursuant to the provisions of any contract, subcontract or
statute, or to secure any indebtedness incurred for the purpose of
financing all or any part of any purchase price or cost of constructing or
improving the property subject thereto, including, without limitation, any
Mortgages securing Debt issued, assumed or guaranteed in industrial
development, pollution control, or similar revenue bonds;
(xi) Mortgages arising by reason of any judgment, decree or order of
any court, so long as any appropriate legal proceedings which may have been
initiated for the review of such judgment, decree or order shall not have
been finally terminated or so long as the period within which such
proceedings may be initiated shall not have expired, or by reason of any
deposit or pledge with any surety company or clerk of any court, or in
escrow, as collateral in connection with, or in lieu of, any bond on appeal
from any judgment or decree against the Company or any Restricted
Subsidiary or in connection with other proceedings or actions at law or in
equity by or against the Company or any Restricted Subsidiary;
(xii) Mortgages on current assets to secure Debt incurred in the
ordinary course of business and maturing not more than twelve months from
the date incurred; and
(xiii) any extension, renewal, alteration or replacement (or
successive extensions, renewals, alterations or replacements), in whole or
in part, of any Mortgage referred to in the foregoing clauses (i) through
(xii) inclusive; provided that the principal amount of Debt secured thereby
shall not materially exceed the principal amount of Debt so secured at the
time of such extension, renewal, alteration or replacement and that such
extension, renewal, alteration or replacement shall be limited to all or a
part of the property (plus improvements on such property) which secured the
Mortgage so extended, renewed, altered or replaced.
Notwithstanding the foregoing, the Company and any one or more Restricted
Subsidiaries may issue, assume or guarantee any secured Debt which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other such secured Debt of the Company and its Restricted
Subsidiaries and the amount of capitalized lease obligations (as included in the
latest annual audited consolidated balance sheet of Amoco) related to property
subject to Sale and Lease-Back Transactions which would be subject to the
restrictions on Sale and Lease-Back Transactions described below but for this
paragraph, does not at the time exceed 10% of Consolidated Adjusted Net Assets.
For the purposes of the foregoing and the Sale and Lease-Back Transactions
described below, the following types of transactions, among others, shall not be
deemed to create Debt: (i) the sale or other transfer of oil, gas or other
minerals in place for a period of time until, or in an amount such that, the
purchaser will realize therefrom a specified amount of money (however
determined) or a specified amount of such minerals or (ii) the sale or other
transfer of any other interest in property of the character commonly referred to
as a "production payment."
The Company also covenants in the Indenture that it will not, nor will it
permit any Restricted Subsidiary to, merge or consolidate with another
corporation if any Producing Property or Refining or Manufacturing Property or
shares of stock or indebtedness of any Restricted Subsidiary owned immediately
prior thereto which remains Producing Property or Refining or Manufacturing
Property or shares of stock or indebtedness of any Restricted Subsidiary
immediately thereafter would thereupon become subject to any Mortgage, other
than a Mortgage referred to in the foregoing clauses (i) through (xiii)
inclusive and other than a Mortgage for, evidencing or with respect to secured
Debt which is permitted pursuant to the provision described in the second
preceding paragraph above, unless the Company or such Restricted Subsidiary
shall have effectively provided that the Securities (together with, if the
Company shall so determine, any other indebtedness of or guaranteed by the
Company or such Restricted Subsidiary ranking equally with the Securities and
then existing or thereafter created) shall be secured by a direct lien on such
Producing Property or Refining or Manufacturing Property or shares of stock or
indebtedness of any Restricted Subsidiary, equally and ratably with (or prior
to) such Mortgage, so long as such Mortgage shall exist. (Section 1005.)
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Limitation on Sale and Lease-Back Transactions. The Company covenants in
the Indenture that it will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any Person providing for the leasing by the
Company or a Restricted Subsidiary of any Producing Property or Refining or
Manufacturing Property (except for temporary leases for a term of not more than
three years), which property has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such Person (referred to as a "Sale and
Lease-Back Transaction"), unless the proceeds of such sale are at least equal to
the fair value (as determined by the Board of Directors of the Company) of such
property and
(a) the Company or such Restricted Subsidiary would be entitled to
issue, assume or guarantee Debt, in an amount equal to the fair value (as
determined by the Board of Directors of the Company) of the property so
leased, secured by the Mortgage on the property to be leased without
equally and ratably securing the Securities and without violating the
covenant described under "Limitation on Liens";
(b) the Company shall apply within 12 months after consummation of
such transaction an amount equal to the net proceeds of such transaction to
the retirement (other than any mandatory retirement) of Debt issued,
assumed or guaranteed by the Company which by its terms matures at, or is
extendible or renewable at the option of the obligor to, a date more than
12 months after the date of the creation of such Debt; or
(c) since the date of the Indenture and within a period commencing 12
months prior to the consummation of such transaction and ending 12 months
after the consummation of such transaction, the Company or such Restricted
Subsidiary has expended or shall expend for any Producing Property or
Refining or Manufacturing Property an amount equal to (i) the net proceeds
of such transaction and the Company elects to designate such amount as a
credit against such transaction or (ii) a part of the net proceeds of such
transaction and the Company elects to designate such amount as a credit
against such transaction and applies an amount equal to the remainder of
the net proceeds as described in clause (b) above. (Section 1006.)
Payment of Additional Amounts. If the Securities of a series provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto Additional Amounts as
and to the extent described in the applicable Prospectus Supplement. (Section
1007.) References herein and in any Prospectus Supplement to the payment of the
principal of or any premium or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, include reference to the payment
of such Additional Amounts.
CERTAIN DEFINITIONS
For purposes of the covenants described above, the following terms have the
following definitions:
"Consolidated Adjusted Net Assets" means total assets of the Company and
its consolidated subsidiaries less (i) their total prepaid and deferred charges
and (ii) their total current liabilities (excluding any portion thereof which
may by its terms be extended or renewed at the option of the obligor thereon to
a time more than 12 months after the time as of which the amount thereof is
being computed), all as included in the latest annual audited consolidated
balance sheet of Amoco).
"Debt" means any indebtedness for money borrowed.
"Mortgage" means any mortgage, pledge, security interest or lien.
"Producing Property" means any property interest of the Company or any
Restricted Subsidiary in land located within the United States of America
considered by the Company or Restricted Subsidiary, as the case may be, to be
productive of crude oil, natural gas or other petroleum hydrocarbons in paying
quantities.
"Refining or Manufacturing Property" means any refining or manufacturing
property of the Company or any Restricted Subsidiary which is located within the
United States of America, other than any such property or portion thereof which
(i) in the opinion of the Board of Directors of the Company is not of material
importance to the business of the Company and its consolidated subsidiaries as a
whole, (ii) is classified by
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the corporation which owns it as a transportation or marketing facility or (iii)
is owned directly or indirectly by the Company or one or more of its
Subsidiaries or by the Company and one or more of its Subsidiaries jointly or in
common with others and the aggregate interest therein of the Company and its
Subsidiaries does not equal at least 50%.
"Restricted Subsidiary" means:
(i) each of the following companies so long as the major portion of its
assets is located within the territorial limits of the United States of America
and its territorial possessions: Amoco Oil Company, Amoco Production Company and
Amoco Chemical Company; and
(ii) any other corporation (A) substantially all the assets of which are
located within the territorial limits of the United States of America and its
territorial possessions, (B) which has total assets in excess of three percent
(3%) of the total consolidated assets of the Company and its consolidated
subsidiaries, as included in the latest annual audited consolidated balance
sheet of Amoco, and (C) of which at least eighty percent (80%) of the
outstanding stock having by the terms thereof ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by the Company;
provided, however, that the term "Restricted Subsidiary" does not include any
corporation (a) the principal operating properties of which consist of oil or
gas pipeline properties, (b) the principal assets of which are stock or
indebtedness of corporations which conduct substantially all of their business
outside the territorial limits of the United States of America and its
territorial possessions or (c) principally engaged in financing receivables,
making loans, extending credit or other activities of a character conducted by a
credit or acceptance company.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company will covenant in the Indenture that it will not, nor will it
permit any Restricted Subsidiary to, merge or consolidate with another
corporation if any Producing Property or Refining or Manufacturing Property or
any shares of stock or indebtedness of any Restricted Subsidiary would thereupon
become subject to any Mortgage under the circumstances, and with the exceptions,
described under "Certain Covenants of the Company -- Limitation on Liens."
Subject to the restrictions referred to in the preceding paragraph, the
Company may merge or consolidate with, or sell or convey all or substantially
all of its property to, any other corporation if (except in the sale or
conveyance to a Restricted Subsidiary) such other corporation assumes the
obligations of the Company under the Securities and the Indenture and if
immediately after the merger, consolidation, conveyance or sale, the Company or
such successor corporation is not in default in the performance of any covenants
or obligations of the Company under the Indenture or the Securities. (Section
801.)
CERTAIN COVENANTS OF AMOCO
The Indenture does not limit the amount of debt, either secured or
unsecured, which may be issued by Amoco.
Amoco covenants in the Indenture that it will not merge or consolidate with
another corporation or sell or convey all or substantially all of its property
to any other corporation unless such other corporation (except in any sale or
conveyance to the Company or one of its Restricted Subsidiaries) assumes the
obligations of Amoco under the Guarantees. (Section 803.)
Amoco also covenants that it will furnish certain information and
certificates to the Trustee on the dates specified in the Indenture.
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EVENTS OF DEFAULT
Each of the following constitutes an Event of Default under the Indenture
with respect to Securities of any series: (a) failure to pay principal of or any
premium on any Security of that series when due; (b) failure to pay any interest
on any Securities of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Security of that
series; (d) failure to perform any other covenant of the Company or Amoco in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series other than that series), continued for 90 days (or such
other period, if any, described in the applicable Prospectus Supplement) after
written notice has been given by the Trustee, or the Holders of at least 25% in
principal amount of the Outstanding Securities of that series, as provided in
the Indenture; (e) certain events in bankruptcy, insolvency or reorganization
and (f) any other Event of Default described in the applicable Prospectus
Supplement. (Section 501.)
If an Event of Default described in clauses (a) through (c) above or clause
(d) above (in the event of a default with respect to less than all Outstanding
series of Securities) shall occur and be continuing, either the Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series by notice as provided in the Indenture may declare the
principal amount of the Securities of that series (or, in the case of any
Security that is an Original Issue Discount Security or the principal amount of
which is not then determinable, such portion of the principal amount of such
Security, or such other amount in lieu of such principal amount, as may be
specified in the terms of such Security) to be due and payable immediately. If
an Event of Default described in clause (d) above (in the event of a default
with respect to all Outstanding series of Securities) or clause (e) above shall
have occurred and be continuing, either the Trustee or the Holders of at least
25% in aggregate principal amount of the Outstanding Securities of all series by
notice as provided in the Indenture may declare the principal amount of the
Securities of all series (or, in the case of any Security that is an Original
Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such Security, or such
other amount in lieu of such principal amount, as may be specified in the terms
of such Security) to be due and payable immediately. After any such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series (or of all Outstanding Securities, as the case may be) may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the non-payment of accelerated principal (or other specified
amount), have been cured or waived as provided in the Indenture. (Section 502.)
For information as to waiver of defaults, see "Modification and Waiver."
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (Section 603.) Subject
to such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series affected by any Event of Default (or of all Outstanding Securities of all
series, as the case may be) will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of that series (or of all Securities, as the case may be). (Section
512.)
No Holder of a Security of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series (or
all series, as the case may be) have made written request, and such Holder or
Holders have offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee and (iii) the Trustee has failed to institute such
proceeding, and has not received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series (or all series, as
the case may be) a direction inconsistent with such request, within 60 days
after such notice, request and offer. (Section 507.) However, such limitations
do not apply to a suit instituted by a Holder of a Security for the
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<PAGE> 20
enforcement of payment of the principal of or any premium or interest on such
Security on or after the applicable due date specified in such Security.
(Section 508.)
The Company and Amoco will be required to furnish to the Trustee annually a
statement by certain of their respective officers as to whether or not the
Company or Amoco, as the case may be, to their knowledge, is in default in the
performance or observance of any of the terms, provisions and conditions of the
Indenture and, if so, specifying all such known defaults. (Section 1004.)
MODIFICATION AND WAIVER
The Indenture provides that modifications and amendments of the Indenture
may be made by the Company, Amoco and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Outstanding Securities
of each series affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Security affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest on, any
Security, (b) reduce the principal amount of, or any premium or interest on, any
Security, (c) change the obligation of the Company to pay Additional Amounts,
(d) reduce the amount of principal of an Original Issue Discount Security or any
other Security payable upon acceleration of the Maturity thereof, (e) change the
place or currency of payment of principal of, or any premium or interest or
Additional Amounts on, any Security, (f) impair the right to institute suit for
the enforcement of any payment on or with respect to any Security, (g) reduce
the percentage in principal amount of Outstanding Securities of any series, the
consent of whose Holders is required for modification or amendment of the
Indenture, (h) reduce the percentage in principal amount of Outstanding
Securities of any series necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults, (i) reduce the
requirements with respect to quorum or voting, (j) modify such provisions with
respect to modification and waiver, or (k) change in any manner adverse to the
interests of the Holders of any Outstanding Securities the terms and conditions
of the Guarantees. (Section 902.)
The Holders of 66 2/3% in principal amount of the Outstanding Securities of
any series may waive compliance by the Company and the Guarantor with certain
restrictive provisions of the Indenture. (Section 1008.) The Holders of a
majority in principal amount of the Outstanding Securities of any series (or all
series, as the case may be) may waive any past default under the Indenture,
except a default in the payment of principal, premium or interest and certain
covenants and provisions of the Indenture which cannot be amended without the
consent of the Holder of each Outstanding Security of such series (or all
series, as the case may be) affected. (Section 513.)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken any
direction, notice, consent, waiver or other action under the Indenture as of any
date, or whether a quorum is present at a meeting of Holders of Securities, (i)
the principal amount of an Original Issue Discount Security that will be deemed
to be Outstanding will be the amount of the principal thereof that would be due
and payable as of such date upon acceleration of the Maturity thereof to such
date, (ii) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable (for example, because it is based on
an index), the principal amount of such Security deemed to be Outstanding as of
such date will be an amount determined in the manner prescribed for such
Security and (iii) the principal amount of a Security denominated in one or more
foreign currencies or currency units that will be deemed to be Outstanding will
be the U.S. dollar equivalent, determined as of such date in the manner
prescribed for such Security, of the principal amount of such Security (or, in
the case of a Security described in clause (i) or (ii) above, of the amount
described in such clause). Certain Securities, including those for whose payment
or redemption money has been deposited or set aside in trust for the Holders and
those that have been fully defeased pursuant to Section 1302, will not be deemed
to be Outstanding. (Section 101.)
Except in certain limited circumstances, the Company will be entitled to
set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Indenture, in the manner and
subject to the
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<PAGE> 21
limitations provided in the Indenture. In certain limited circumstances, the
Trustee also will be entitled to set a record date for action by Holders. If a
record date is set for any action to be taken by Holders of a particular series,
such action may be taken only by persons who are Holders of Outstanding
Securities of that series on the record date. To be effective, such action must
be taken by Holders of the requisite principal amount of such Securities within
a specified period following the record date. For any particular record date,
this period will be 180 days or such shorter period as may be specified by the
Company (or the Trustee, if it set the record date), and may be shortened or
lengthened (but not beyond 180 days) from time to time. (Section 104.)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, if and to the extent indicated in the
applicable Prospectus Supplement, the Company may elect, at its option at any
time, to have the provisions of Section 1302, relating to defeasance and
discharge of indebtedness, or Section 1303, relating to defeasance of certain
restrictive covenants in the Indenture, applied to the Securities of any series,
or to any specified part of a series. (Section 1301.)
Defeasance and Discharge. The Indenture provides that, upon the Company's
exercise of its option (if any) to have Section 1302 applied to any Securities,
the Company and Amoco will be discharged from all their respective obligations
with respect to such Securities (except for certain obligations to exchange or
register the transfer of Securities, to replace stolen, lost or mutilated
Securities, to maintain paying agencies and to hold moneys for payment in trust)
upon the deposit in trust for the benefit of the Holders of such Securities of
money or Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Securities. Such defeasance
or discharge may occur only if, among other things, the Company and Amoco have
delivered to the Trustee an Opinion of Counsel to the effect that the Company or
Amoco, as the case may be, has received from, or there has been published by,
the United States Internal Revenue Service a ruling, regulation or pronouncement
of comparable authority, or there has been a change in tax law, in either case
to the effect that Holders of such Securities will not recognize gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit,
defeasance and discharge were not to occur. (Sections 1302 and 1304.)
Defeasance of Certain Covenants. The Indenture provides that, upon the
Company's exercise of its option (if any) to have Section 1303 applied to any
Securities, the Company and Amoco may omit to comply with certain restrictive
covenants, including those described under "Certain Covenants of the Company --
Limitation on Liens" and "-- Limitation on Sale and Lease-Back Transactions",
"Consolidation, Merger and Sale of Assets" and "Certain Covenants of Amoco"
relating to the consolidation, merger and sale of assets by Amoco, and any that
may be described in the applicable Prospectus Supplement, and the occurrence of
certain Events of Default, which are described above in clause (d) (with respect
to such restrictive covenants) under "Events of Default" and any that may be
described in the applicable Prospectus Supplement, will be deemed not to be or
result in an Event of Default, in each case with respect to such Securities. In
order for the Company to exercise such option, the Company and Amoco will be
required to deposit, in trust for the benefit of the Holders of such Securities,
money or Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Securities. The Company and
Amoco will also be required, among other things, to deliver to the Trustee an
Opinion of Counsel to the effect that Holders of such Securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit and defeasance were not to occur. In the
event the Company exercised this option with respect to any Securities and such
Securities were declared due and payable because of the occurrence of any Event
of Default, the amount of money and Government Obligations so deposited in trust
would be sufficient to pay amounts due on such Securities at the time of their
respective Stated Maturities but may not be sufficient to pay amounts due on
such Securities
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upon any acceleration resulting from such Event of Default. In such case, the
Company and Amoco would remain liable for such payments. (Sections 1303 and
1304.)
TEMPORARY BEARER GLOBAL SECURITIES
General
Unless otherwise specified in the Bearer Security and the applicable
Prospectus Supplement, the Securities constituting a separate identifiable
tranche (within the meaning of Regulation S under the 1933 Act) will initially
be represented by a Temporary Bearer Global Security, to be deposited with a
common depositary in London for Euroclear and Cedel Bank for credit to the
designated accounts.
The Temporary Bearer Global Security will be exchangeable for a Permanent
Bearer Global Security on the Exchange Date as described under "Form, Exchange
and Transfer" above.
Interest Payment Date Prior to Exchange Date
In the case of a Temporary Bearer Global Security that has an Interest
Payment Date prior to the Exchange Date, a member organization appearing in the
records of Euroclear or Cedel as entitled to a portion of the principal amount
of such Temporary Bearer Global Security (a "Member Organization") must provide
an Owner Tax Certification (as defined below) to Euroclear or Cedel Bank and
Euroclear or Cedel must provide to the Company or its agent a certification in
the form required by the Indenture (a "Depositary Tax Certification"), in each
case, prior to the payment of interest. Until an Owner Tax Certification is
provided by the Member Organization to Euroclear or Cedel Bank and Euroclear or
Cedel Bank provides to the Company or its agent a Depositary Tax Certification,
such Member Organization will not be entitled to receive any interest with
respect to its interest in the Temporary Bearer Global Security or to exchange
its interest therein for a portion of the Permanent Bearer Global Security.
Exchange Date Prior to Interest Payment Date
In the case of a Temporary Bearer Global Security that does not have an
Interest Payment Date prior to the Exchange Date, the Member Organization must
provide to Euroclear or Cedel Bank an Owner Tax Certification and Euroclear or
Cedel Bank must provide to the Company or its agent a Depositary Tax
Certification. Until the requisite certifications are provided by the Member
Organization to Euroclear or Cedel Bank and Euroclear or Cedel Bank provides the
requisite certifications to the Company or its Agent, such Member Organization
shall not be entitled to receive any interest with respect to its interest in
the Temporary Bearer Global Security or to exchange its interest in the
Temporary Bearer Global Security for a portion of the Permanent Bearer Global
Security.
Certifications
As described above, no interest will be paid on any Temporary Bearer Global
Security and no exchange of a Temporary Bearer Global Security for a portion of
the Permanent Bearer Global Security may occur until the person entitled to
receive such interest or a portion of the Permanent Bearer Global Security
furnishes written certification (the "Owner Tax Certification"), in the form
required by the Indenture, to the effect that such person (i) is not a United
States person (as defined below under "Limitations on Issuance of Bearer
Securities"), (ii) is a foreign branch of a United States financial institution
purchasing for its own account or for resale, or is a United States person who
acquired the Security through such a financial institution and who holds the
Security through such financial institution on the date of certification,
provided in either case that such financial institution provides a certificate
to the Company or the distributor selling the Security to it stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the U.S. Internal Revenue Code of 1986, as amended, and the United States
Treasury Regulations thereunder, or (iii) is a financial institution holding for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). A financial institution
described in clause (iii) of the preceding sentence (whether or not also
described in clause (i) or (ii)) must certify that it has not
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acquired the Security for purposes of resale directly to a United States person
or to a person within the United States or its possessions.
PAYMENT OF STAMP AND OTHER TAXES
The Company shall pay all stamp and other duties, if any, which may be
imposed by the United States or any political subdivision thereof or taxing
authority thereof or therein with respect to the Indenture or the original
issuance of the Securities. Except as described in the applicable Prospectus
Supplement, and "Certain Covenants of the Company -- Payment of Additional
Amounts", the Company will not be required to make any payment with respect to
any tax, assessment or governmental charge imposed by any government or any
political subdivision thereof or taxing authority therein.
NOTICES -- TO HOLDERS OF REGISTERED SECURITIES
Notices to Holders of Registered Securities will be deemed to be validly
given if sent by first class mail to them at their respective addresses as
recorded in the Security Register, and will be deemed to have been validly given
on the fourth Business Day after the date of such mailing. (Section 106.)
NOTICES -- TO HOLDERS OF BEARER SECURITIES
Notices to Holders of Bearer Securities will be deemed to be validly given
if published in a leading daily English language newspaper having general
circulation in London (which is expected to be the Financial Times) or, if such
publication is not practicable, if published in a leading English language
newspaper having general circulation in Europe or, in the case of a Temporary
Bearer Global Security or Permanent Bearer Global Security, if delivered to
Euroclear and Cedel Bank for communication by them to the persons shown in their
respective records as having interests therein. (Section 106.)
TITLE
Title to any Temporary Bearer Global Security, any Permanent Bearer Global
Security, any Bearer Security and any coupons appertaining to any such Security
thereto will pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may deem and treat the Holder of any Bearer Security and
the Holder of any coupon and the registered owner of any Registered Security as
the absolute owner thereof (whether or not such Security or coupon shall be
overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. (Section 308.)
GOVERNING LAW
The Indenture, the Securities and any related coupons and the Guarantees
will be governed by, and construed in accordance with, the laws of the State of
New York. (Section 112.)
REGARDING THE TRUSTEE
The Chase Manhattan Bank is depository for funds of, makes loans to, acts
as trustee for certain employee benefit plans and performs other services for
the Company and Amoco in the normal course of business. H. Laurance Fuller, the
Chairman of the Board, President and Chief Executive Officer of Amoco, is a
Director of The Chase Manhattan Corporation and The Chase Manhattan Bank.
The Chase Manhattan Bank serves as trustee under (i) an indenture relating
to debt securities of Amoco Canada Petroleum Company Ltd., guaranteed as to
payment of principal, premium, if any, and interest, if any, by the Company and
Amoco, (ii) an indenture relating to debt securities of Amoco Argentina Oil
Company, Argentina Branch, guaranteed as to payment of principal, premium, if
any, and interest, if any, by the Company and Amoco and (iii) an indenture
relating to debt securities of the Industrial Development Board of the City of
Roanoke, Alabama (Amoco Fabrics Company Project), guaranteed as to the payment
of principal, premium, if any, and interest, if any, by the Company and Amoco.
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LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities (including Temporary Bearer Global Securities and Permanent Bearer
Global Securities) may not be offered or sold during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7))
within the United States or its possessions or to United States persons (each as
defined below) other than to an office located outside the United States and its
possessions of a United States financial institution (as defined in Section
1.165-12(c)(1)(v) of the United States Treasury Regulations), purchasing for its
own account or for resale or for the account of certain customers, that provides
a certificate stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the United States Treasury Regulations thereunder, or to certain
other persons described in Section 1.163-(5)(c)(2)(i)(D)(1)(iii)(B) of the
United States Treasury Regulations. Moreover, such Bearer Securities may not be
delivered in connection with their sale during the restricted period within the
United States or its possessions. Any distributor (as defined in Section 1.163-
5(c)(2)(i)(D)(4) of the United States Treasury Regulations) participating in the
offering or sale of Bearer Securities must covenant that it will not offer or
sell during the restricted period any Bearer Securities within the United States
or its possessions or to United States persons (other than the persons described
above), it will not deliver in connection with the sale of Bearer Securities
during the restricted period any Bearer Securities within the United States or
its possessions and it has in effect procedures reasonably designed to ensure
that its employees and agents who are directly engaged in selling the Bearer
Securities are aware of the restrictions on offers and sales described above. No
Bearer Securities (other than a Temporary Bearer Global Security) may be
delivered, nor may interest be paid on any Bearer Securities until receipt by
the Company of (i) a Depositary Tax Certification in the case of Temporary
Bearer Global Securities or (ii) an Owner Tax Certification in all other cases
as described above under "Description of Debt Securities -- Temporary Bearer
Global Securities -- Certifications." Bearer Securities will bear a legend to
the following effect: "Any United States person who holds this obligation will
be subject to limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
As used in this section, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States and any estate
the income of which is subject to United States federal income taxation
regardless of its source and a trust which is subject to the supervision of a
court within the United States and the control of a United States fiduciary as
described in section 7701(a)(30) of the Code, "United States" means the United
States of America including the States thereof and the District of Columbia) and
"possessions" of the United States include Puerto Rico, the U.S. Virgin Islands,
Guam, America Samoa, Wake Islands and Northern Mariana Islands.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt Securities by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities. The Warrants will be issued under a Warrant Agreement to be entered
into between the Company and a bank or trust company, as agent (the "Warrant
Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of Warrants. The Warrant Agent will act solely as an agent of
the Company in connection with the Warrant Certificates and will not assume any
fiduciary obligation or relationship of agency or trust for or with any holders
of Warrant Certificates or beneficial owners of Warrants. The following
summaries of certain provisions of the form of Warrant Agreement filed as an
exhibit to the Registration Statements do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the provisions
of such form of Warrant Agreement (including the form of Warrant Certificate).
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GENERAL
If Warrants are offered hereby, reference is made to the Prospectus
Supplement for the following terms of the Warrants offered hereby (to the extent
such terms are applicable to such Warrants): (1) the offering price; (2) the
currency or units based on or relating to currencies for which Warrants may be
purchased; (3) the designation, aggregate principal amount, currency or currency
unit, and terms of the Debt Securities purchasable upon exercise of the Warrants
and, if such Debt Securities are issuable in bearer form, restrictions
applicable to the warrants and to the purchase of Debt Securities in bearer form
upon exercise of the Warrants; (4) the designation and terms of the Debt
Securities with which the Warrants are issued and the number of Warrants issued
with each Debt Security; (5) the date, if any, on and after which the Warrants
and the related Debt Securities will be separately transferable; (6) the
principal amount of Debt Securities purchasable upon exercise of one Warrant and
the price at and currency or currency units in which such principal amount of
Debt Securities may be purchased upon such exercise; (7) the date on which the
right to exercise the Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire; (8) whether the Warrant Certificates
will be issuable in registered or bearer form or both, and, if the warrant
certificates are issuable in bearer form, restrictions applicable to warrant
certificates; (9) federal income tax consequences; and (10) any other terms of
the Warrants, including any terms which may be required or desirable under
applicable law.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Prior to the exercise of their Warrants, Holders of Warrants will not have
any of the rights of Holders of the Debt Securities purchasable upon such
exercise, including the right to receive payments of principal of, or interest,
premium and Additional Amounts, if any, on the Debt Securities purchasable upon
such exercise or to enforce covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the Holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time up to the time specified on the Expiration Date set
forth in the Prospectus Supplement relating to such Warrants. After such time on
the Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Warrants may be exercised
by delivery to the Warrant Agent of the Warrant Certificate evidencing such
Warrants properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Debt Securities
purchasable upon such exercise. Warrants will be deemed to have been exercised
upon receipt of such Warrant Certificate and payment at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement and the Company will, as soon as practicable thereafter, issue and
deliver the Debt Securities purchasable upon such exercise. If fewer than all of
the Warrants represented by such Warrant Certificate are exercised, a new
Warrant Certificate will be issued for the remaining amount of the Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities and Warrants being offered hereby
(i) through agents, (ii) through underwriters, (iii) through dealers, (iv)
directly to purchasers or to purchasers and dealers (through a specific bidding
or auction process or otherwise), or through a combination of any such methods
of sale.
Debt Securities and Warrants may be offered and sold through agents
designated by the Company from time to time. Any such agent involved in the
offer or sale of the Debt Securities and Warrants in respect of
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which this Prospectus is delivered will be named, and any commissions payable by
the Company to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment (ordinarily
five business days or less). Any such agent may be deemed to be an underwriter,
as that term is defined in the 1933 Act, of the Debt Securities and Warrants so
offered and sold. Agents may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the 1933 Act, and may be customers of,
engage in transactions with or perform services for the Company or Amoco in the
ordinary course of business.
If any underwriter or underwriters are utilized in the sale of the Debt
Securities and Warrants, the Company will execute an underwriting agreement with
such underwriter or underwriters at the time an agreement for such sale is
reached, and the names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
compensation of the underwriters and dealers, if any, will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Debt Securities and Warrants in respect of which this Prospectus is
delivered to the public. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by the Company against certain
liabilities, including liabilities under the 1933 Act. Morgan Stanley & Co.
Incorporated and/or other underwriters named in the Prospectus Supplement may
act as managing underwriter with respect to an offering of Debt Securities and
Warrants effected through underwriters. Only underwriters named in the
Prospectus Supplement are deemed to be underwriters in connection with the Debt
Securities and Warrants offered thereby and if Morgan Stanley & Co. Incorporated
is not named in the Prospectus Supplement, it will not be a party to the
underwriting agreement relating to such Debt Securities and Warrants, it will
not be purchasing any such Debt Securities and Warrants from the Company in
connection with such offering and it will have no direct or indirect
participation in the underwriting of such Debt Securities and Warrants, although
it may participate in the distribution of such Debt Securities under
circumstances where it may be entitled to a dealer's commission.
If a dealer is utilized in the sale of the Debt Securities and Warrants in
respect of which this Prospectus is delivered, the Company will sell such Debt
Securities and Warrants to the dealer, as principal. The dealer may then resell
such Debt Securities and Warrants to the public at varying prices to be
determined by such dealer at the time of resale. Dealers may be entitled, under
agreements which may be entered into with the Company, to indemnification by the
Company against certain liabilities, including liabilities under the 1933 Act.
The name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
Amoco may guarantee any of the Company's obligations, including its
obligation to indemnify agents, underwriters or dealers, under any agreements
relating to the Debt Securities.
Offers to purchase Debt Securities and Warrants may be solicited directly
by the Company and sales thereof may be made by the Company directly to
institutional investors or others. The terms of any such sales, including the
terms of any bidding or auction process if utilized, will be described in the
Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Debt Securities and Warrants from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of Debt
Securities and Warrants sold pursuant to Contracts shall be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that any related sale of Debt Securities and Warrants to underwriters
shall have occurred and the purchase by an institution of the Debt Securities
and Warrants covered by its Contract shall not at the time of delivery be
prohibited under the laws of any
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jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Debt Securities and Warrants pursuant to
Contracts accepted by the Company.
If so indicated in the Prospectus Supplement relating to a series of Debt
Securities which provides Holders with the option to cause the Company to repay
said Debt Securities prior to maturity under specified circumstances, the
Company and Amoco may reserve the right to elect, with respect to any Debt
Securities which Holders have surrendered for repayment, to designate a
purchaser which will purchase the Debt Securities at a price equal to their
repayment price. The purchaser may resell or otherwise dispose of the Debt
Securities so purchased. By surrendering the Debt Securities for repayment, the
Holders consent to sell the Debt Securities to any such purchaser. If such
purchaser fails to purchase any Debt Securities, the Company will repay the Debt
Securities on the specified repayment date. If a purchaser is designated, the
procedures for surrendering any Debt Securities and for repayment will be
determined by mutual agreement among the Company, Amoco, such purchaser, the
Trustee and any paying or escrow agent and will be set forth in the Prospectus
Supplement.
The place and time of delivery of the Debt Securities and Warrants in
respect of which this Prospectus is delivered are set forth in the accompanying
Prospectus Supplement.
LEGAL OPINIONS
The validity of the Debt Securities and Warrants and Guarantees offered
hereby will be passed upon for the Company and Amoco by Daniel B. Pinkert,
General Attorney-Corporate, Amoco and Vice-President and Secretary of the
Company. As of September 30, 1997, Mr. Pinkert owned directly or indirectly
through the Amoco Performance Share Plan, had interests in the Amoco Employee
Savings Plan for, and had options to purchase, an aggregate of approximately
19,000 shares of common stock of Amoco.
The validity of the Debt Securities and Warrants and Guarantees will be
passed upon for underwriters and certain other purchasers by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), New York, New
York. Simpson Thacher & Bartlett may rely as to all matters of Indiana law upon
the opinion of Mr. Pinkert.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Amoco Corporation for the year
ended December 31, 1996, 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.
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