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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 30, 1997
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Amoco Corporation
(Exact name of registrant as specified in its charter)
Indiana 36-1812780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
AMOCO EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
S. F. Gates, Corporate Secretary
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
(Name and address of agent for service)
(312)-856-6111
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of maximum maximum of
securities offering aggregate regis-
to be Amount to be price per offering tration
registered(1) registered(2) share(3) price(3) fee(3)
Common Stock,
without par 20,000,000 $80.9375 $1,618,750,000 $490,530
value ...... shares
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the Amoco Employee Savings Plan (the "Plan").
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also registers such
indeterminate number of additional shares as may be issuable
under the Plan in connection with share splits, share dividends
or similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for Amoco Corporation common stock as reported on the New York
Stock Exchange, Inc. Composite Transactions Reporting System on
April 28, 1997.
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Registration Statement on Form S-8
under the
Securities Act of 1993
of
Amoco Corporation
The contents of Registration Statement Numbers 33-42950, 33-
66170, 33-52579 and 33-58063 under the Securities Act of 1933 of
Amoco Corporation are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8 Exhibits.
The undersigned Registrant hereby files the exhibits
identified on the Exhibit Index included as part of this
Registration Statement.
The undersigned Registrant hereby undertakes to submit the
Plan and, from time to time, any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and to make
all changes required by the IRS in order to continue to qualify
the Amoco Employee Savings Plan.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on April 30, 1997.
AMOCO CORPORATION
(Registrant)
By: John L. Carl
John L. Carl
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on April 30, 1997.
Signatures Titles
H. L. FULLER* Chairman of the Board and Director
H. L. Fuller (Principal Executive Officer)
W. G. LOWRIE* President and Director
W. G. Lowrie
JOHN L. CARL* Executive Vice President and Chief
John L. Carl Financial Officer
(Principal Financial Officer)
JUDITH G. BOYNTON* Vice President and Controller
Judith G. Boynton (Principal Accounting Officer)
DONALD R. BEALL* Director
Donald R. Beall
RUTH BLOCK* Director
Ruth Block
JOHN H. BRYAN* Director
John H. Bryan
ERROLL B. DAVIS, JR.* Director
Erroll B. Davis, Jr.
RICHARD FERRIS* Director
Richard J. Ferris
F. A. MALJERS* Director
F. A. Maljers
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Signatures Titles
ARTHUR C. MARTINEZ* Director
Arthur C. Martinez
WALTER E. MASSEY* Director
Walter E. Massey
MARTHA R. SEGER* Director
Martha R. Seger
THEODORE M. SOLSO* Director
Theodore M. Solso
MICHAEL WILSON* Director
Michael Wilson
*By
John L. Carl Individually and as Attorney-in-
John L. Carl Fact
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, and the Commonwealth of Massachusetts, on
April 30, 1997.
AMOCO EMPLOYEE SAVINGS PLAN
By: State Street Bank and Trust Company,
Trustee and Plan Administrator
By: David C. Tolve
David C. Tolve
Vice President
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
5 Opinion of J. E. Klewin, including consent
23 Consent of Price Waterhouse
24 Powers of Attorney are incorporated by
reference to Exhibit 24 to the registrant's
Annual Report on Form 10-K for the period
ended December 31, 1995 and the registrant's
Annual Report on Form 10-K for the period
ended December 31, 1996.
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Exhibit 5
[LOGO] Amoco Corporation
Law Department
Mail Code 2106
200 East Randolph Drive
Post Office Box 87703 (60680-0703)
Chicago, Illinois 60601-7125
Jane Klewin 312-856-7047
Attorney Facsimile: 312-856-4091
April 30, 1997
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Gentlemen:
Reference is made to the proposed offering of additional
interests ("Interests") in the Amoco Employee Savings Plan,
formerly known as the Employee Savings Plan of Amoco Corporation
and Participating Companies, as amended and restated effective
July 1, 1996, as further amended effective March 10, 1997 (the
"Plan"), and to the proposed offering through the Plan of
additional shares of Amoco Corporation, an Indiana corporation
("Amoco") common stock without par value (the "Shares") to Amoco
employees, employees of certain participating companies that have
adopted the Plan, and certain other participants in the Plan.
The Trustee (the "Trustee") for the Plan and related trust is
State Street Bank and Trust Company, a trust company organized
under the laws of the Commonwealth of Massachusetts.
I am familiar with the Form S-8 Registration Statement (the
"Registration Statement") that Amoco is filing with the
Securities and Exchange Commission to register Interests in the
Plan and the Shares under the Securities Act of 1933, as amended
(the "Act"). Amoco has previously filed Registration Statement
Numbers 33-42950, 33-66170, 33-52579 and 33-58063 with respect to
the interests in the Plan and shares of Amoco common stock.
I have examined:
(a) a certified copy of the Articles of Incorporation of Amoco
and all amendments thereto;
(b) the By-laws of Amoco;
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Amoco Corporation
April 30, 1997
Page 2
(c) the Minutes of the Meetings of the Stockholders and the
Board of Directors of Amoco and committees thereof that are
relevant to matters contained in this opinion; and I have
made such other investigation and examined such other
documents as I have deemed necessary for the purpose of
giving the opinion herein stated.
I am of the opinion that:
1. Amoco is a corporation duly organized and validly existing
under the laws of the State of Indiana.
2. The Plan and the Interests therein have been duly authorized
and approved and, when issued pursuant to the terms and
conditions of the Plan, such Interests will be legally
issued, fully paid and non-assessable.
3. It is presently contemplated that the Shares to be acquired
by the Plan will not be purchased from Amoco, but will be
purchased in the open market or in other transactions not
involving Amoco. To the extent that the Shares acquired by
the Plan shall constitute Shares issued by and purchased
directly from Amoco, such Shares, when issued pursuant to
the terms and conditions of the Plan, and as contemplated in
the Registration Statement, will be legally issued, fully
paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the
United States and the Indiana Business Corporation Law, and I am
not expressing any opinion as to the effect of the laws of any
other jurisdiction. I hereby consent to the use of the foregoing
opinion as an exhibit to the Registration Statement and to the
use of my name in the Registration Statement. In giving such
consent I do not hereby admit I am in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
Jane E. Klewin
Attorney
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
25, 1997 appearing in Item 8 of Amoco Corporation's Annual Report
on Form 10-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
April 30, 1997
