<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 4, 1997
Information contained in this Prospectus Supplement is subject to completion or
amendment. This Prospectus Supplement and the accompanying Prospectus
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
Filed pursuant to Rule 424(b)(5)
Registration Nos. 033-61389,
033-61389-01 & 033-61389-02.
Prospectus Supplement (To Prospectus Dated February 4, 1997)
AMOCO ARGENTINA OIL COMPANY
ARGENTINE BRANCH
U.S.$100,000,000
% GUARANTEED NEGOTIABLE OBLIGATIONS DUE 2007
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
AMOCO CORPORATION AND AMOCO COMPANY
Amoco Argentina Oil Company, a Delaware corporation, acting through its
Argentine Branch (the "Company"), is offering U.S.$100,000,000 aggregate
principal amount of % Guaranteed Negotiable Obligations Due 2007 (the
"Securities Due 2007"). The Securities Due 2007 will be issued under the
Company's Medium-Term Note Program.
Interest on the Securities Due 2007 will be payable semi-annually on February
and August , commencing August , 1997.
The Securities Due 2007 will be represented by one or more global registered
certificates (the "Global Securities"), registered in the name of a nominee of
The Depository Trust Company, as Depositary. Ownership of interests in the
Global Securities will be shown on, and the transfer thereof will be effected
only through, records maintained by the Depositary or its nominee for such
Global Securities and on the records of participants. Except for certain
Argentine persons and entities which are, in effect, required to hold Securities
Due 2007 in definitive form and as otherwise described under "Description of
Securities Due 2007 -- Global Securities" in this Prospectus Supplement and
"Description of Securities -- Global Registered Securities" in the accompanying
Prospectus, owners of beneficial interests in the Global Securities will not be
entitled to receive Securities Due 2007 in definitive form and will not be
considered the holders thereof.
The due and punctual payment of principal and interest on the Securities Due
2007 will be unconditionally guaranteed (the "related Guarantees") by Amoco
Corporation, an Indiana corporation ("Amoco"), and Amoco Company, a Delaware
corporation ("Amoco Company" and, together with Amoco, the "Guarantors").
The Securities Due 2007 will not be redeemable prior to maturity, except for tax
reasons as set forth under "Description of Securities Due 2007 -- Payment of
Additional Amounts; Redemption for Tax Reasons" in this Prospectus Supplement
and "Description of Securities -- Redemption for Tax Reasons" in the
accompanying Prospectus.
-----------------------------------------------------------
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 TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) THE COMPANY(1)(3)
<S> <C> <C> <C>
Per Security Due 2007........... % % %
Total........................... U.S.$ U.S.$ U.S.$
</TABLE>
(1) Plus accrued interest, if any, from February , 1997.
(2) The Company and the Guarantors have, jointly and severally, agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the U.S. Securities Act of 1933, as amended. See
"Underwriting".
(3) Before deducting expenses payable by the Company estimated at
U.S.$ ,000.
-------------------------------------------------------------------
The Securities Due 2007 are offered by the Underwriters, subject to prior sale,
when, as and if issued by the Company and accepted by the Underwriters, and
subject to certain other conditions. The Underwriters reserve the right to
withdraw, cancel or modify such offer and to reject orders in whole or in part.
It is expected that the delivery of the Securities Due 2007 will be made in
book-entry form through the facilities of The Depository Trust Company on or
about February , 1997.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
MORGAN STANLEY & CO.
INCORPORATED
The date of this Prospectus Supplement is February , 1997.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES DUE
2007 AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
RECENT DEVELOPMENTS
The following are selected consolidated financial data for Amoco for the
fourth quarter and year of 1996 and 1995:
<TABLE>
<CAPTION>
FOURTH QUARTER YEAR ENDED DECEMBER
ENDED DECEMBER 31, 31,
-------------------- --------------------
1996* 1995 1996* 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
(MILLIONS OF DOLLARS, EXCEPT PER SHARE
AMOUNTS)
<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues................................................... $ 10,081 $ 8,089 $ 36,078 $ 31,004
Net income................................................. $ 871 $ 207 $ 2,834 $ 1,862
Net income per share....................................... $ 1.74 $ 0.42 $ 5.69 $ 3.76
</TABLE>
- ------------------------
* Estimated
The fourth-quarter 1996 earnings benefited by $90 million (after tax) from
the drawdown of inventories valued under the last-in, first-out (LIFO) method.
The fourth-quarter 1995 earnings included a $380 million charge (after tax)
related to impairment of long-lived assets, and a gain of $83 million (after
tax) on the sale of the Amoco Motor Club. Excluding these items, earnings of
$781 million were over 50 percent higher than fourth-quarter 1995 earnings of
$504 million. The increase in fourth-quarter earnings primarily reflected higher
energy prices, particularly for U.S. natural gas.
Full-year 1996 earnings were $2,834 million, or $5.69 per share. Excluding
the 1996 gains of $90 million related to a reduction in LIFO inventory, $97
million for the sale of Amoco's polystyrene foam products business and $56
million on the sale of certain Canadian assets, earnings totaled $2,591 million
or $5.20 per share, a 20 percent increase over 1995 earnings of $2,159 million
or $4.36 per share, excluding special items. Included in 1995 earnings were the
above-mentioned impairment charge of $380 million and the gain on the sale of
Amoco Motor Club of $83 million. The increase in earnings for full-year 1996
primarily reflected higher crude oil and natural gas prices and higher volumes
offset by lower petroleum products and chemical earnings.
USE OF PROCEEDS
The net proceeds from the sale of the Securities Due 2007 will be used by
the Company, in compliance with Article 36 of the Argentine Negotiable
Obligations Law, to repay certain outstanding indebtedness of the Company. Such
indebtedness currently bears interest at an annual rate of 7.81% and will mature
on December 31, 2000.
DESCRIPTION OF SECURITIES DUE 2007
The following description of the particular terms of the Securities Due 2007
offered hereby (referred to in the accompanying Prospectus as "Securities")
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Securities set forth in the
Prospectus, to which reference is hereby made. The following description does
not purport to be complete and is subject, and is qualified in its entirety by
reference, to the detailed provisions of the Securities Due 2007, the related
Guarantees and the Indenture referred to below.
Capitalized terms which are not defined in this Prospectus Supplement shall
have the meanings specified in the accompanying Prospectus, unless the context
otherwise requires.
S-2
<PAGE>
GENERAL
The Securities Due 2007 will be issued under the Indenture, which is more
fully described in the accompanying Prospectus.
The Securities Due 2007 will be limited to U.S.$100,000,000 aggregate
principal amount and will mature on February , 2007.
The Securities Due 2007 will be issued only in registered form (as required
by Argentine Law No. 24,587) and will also be issued only in denominations of
U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.
The Securities Due 2007 will bear interest at the rate per annum shown on
the cover of this Prospectus Supplement from February , 1997 or from the most
recent Interest Payment Date to which interest has been paid or provided for,
payable semi-annually on February and August of each year, commencing August
, 1997, to the persons in whose names Securities Due 2007 are registered at
the close of business on the February 1 or August 1, as the case may be, next
preceding such Interest Payment Date.
The Securities Due 2007 will not be redeemable prior to maturity, except for
tax reasons as set forth under "Payment of Additional Amounts; Redemption for
Tax Reasons" below and "Description of Securities -- Redemption for Tax Reasons"
in the accompanying Prospectus.
The corporate trust department of each of The Chase Manhattan Bank and The
Chase Manhattan Bank (Buenos Aires) will constitute the places at which payments
will be made in respect of the Securities Due 2007, where the Securities Due
2007 may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company and the Guarantors in respect of the
Securities Due 2007 may be served. See "Certain Covenants of the Company --
Maintenance of Office or Agency" in the accompanying Prospectus.
GLOBAL SECURITIES
The Securities Due 2007 will be represented by one or more Global
Securities, registered in the name of a nominee of The Depository Trust Company,
as Depositary. The provisions set forth under "Description of Securities --
Global Registered Securities" in the accompanying Prospectus will be applicable
to the Securities Due 2007. Accordingly, ownership of interests in such Global
Securities will be shown on, and the transfer thereof will be effected only
through, records maintained by the Depositary or its nominee for such Global
Securities Due 2007 and on the records of participants. Except for certain
Argentine persons and entities which are, in effect, required to hold Securities
Due 2007 in definitive form and as otherwise described under "Description of
Securities -- Global Registered Securities" in the accompanying Prospectus,
owners of beneficial interests in the Global Securities will not be entitled to
receive Securities Due 2007 in definitive form and will not be considered the
holders of Securities Due 2007. See "Taxation -- Argentine Taxation" in the
accompanying Prospectus for information concerning the form in which Argentine
persons and entities are to hold Securities Due 2007.
The Depositary has advised the Company, the Guarantors and the Underwriters
as follows: The Depositary is a limited-purpose trust company organized under
New York Banking Law, a "banking corporation" 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 under the 1934 Act. The Depositary was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic 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
securities
S-3
<PAGE>
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Under the terms of the Indenture, the Company, the Guarantors and the
Trustee will treat the persons in whose names the Securities Due 2007 are
registered as the owners of such Securities Due 2007 for the purpose of
receiving payment of principal of and interest on such Securities Due 2007 and
for all other purposes whatsoever. Therefore, neither the Company, the
Guarantors, the Trustee nor any paying agent has any direct responsibility or
liability for the payment of principal of or interest on the Securities Due 2007
to owners of beneficial interests in the Global Securities. The Depositary has
advised the Company, the Guarantors and the Trustee that its current practice
is, upon receipt of any payment of principal, or interest, to credit the
accounts of the participants with such payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in the Global
Securities as shown in the records of the Depositary. Payments by participants
and indirect participants to owners of beneficial interests in the Global
Securities will be governed by standing instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of the
participants or indirect participants.
SETTLEMENT AND PAYMENT
Settlement for the Securities Due 2007 will be made by the Underwriters in
same-day funds. All payments of principal and interest will be made in same-day
funds. Secondary market trading activity in the Securities Due 2007 will also
settle in same-day funds.
PAYMENT OF ADDITIONAL AMOUNTS; REDEMPTION FOR TAX REASONS
The Company will, subject to certain exceptions and limitations, pay any
Additional Amounts in respect of any withholding or deduction for Taxes now or
hereafter imposed or established by or on behalf of Argentina or any political
subdivision thereof or taxing authority therein so that each Holder and owner of
beneficial interests in Securities Due 2007 receives the payment which would
have been receivable in the absence of such withholding or deduction, as, and to
the extent, set forth under "Description of Securities -- Certain Covenants of
the Company -- Payment of Additional Amounts" in the accompanying Prospectus. In
addition, and notwithstanding any statement in the accompanying Prospectus to
the contrary, the Company will (i) pay to, or on behalf of, each Holder of
Securities Due 2007 any Additional Amounts in respect of any Argentine
individual asset tax and (ii) pay and indemnify each Holder of Securities Due
2007 from and against any Argentine individual asset tax imposed or paid in
respect of Securities Due 2007 owned by such Holder or any owner of beneficial
interests therein, except that the Company will not pay any Additional Amounts
in respect of, or indemnify any Holder of Securities Due 2007 or owner of
beneficial interests therein from and against, any Argentine individual asset
tax if (a) the Company has paid in full such Argentine individual asset tax on
behalf of such Holder or owner of beneficial interests therein directly to the
relevant taxing authority in Argentina and has so advised such Holder to such
effect by notice given in accordance with the Indenture or (b) such Holder or
owner of beneficial interests therein is (1) a citizen of, or resident in,
Argentina, (2) a corporation or other entity organized or incorporated in
Argentina, (3) a corporation or other entity which is not organized or
incorporated in Argentina, but which has a permanent establishment in Argentina
or (4) a corporation or other entity which is exempt from any such Argentine
individual asset tax. The Company will make indemnity and other payments in
respect of any such Argentine individual asset tax only upon production of (i)
official tax receipts or other evidence of payment of any such tax by or on
behalf of a Holder of, or owner of beneficial interests in, Securities Due 2007
and (ii) a statement, duly acknowledged by a notary public, of such Holder or
owner of beneficial interests who paid such tax, certifying (a) that it is not a
Holder or owner of beneficial interests of Securities Due 2007 referred to in
clause (1), (2), (3) or (4) of the preceding sentence, (b) that it reasonably
believes that such tax was duly payable by it and (c) as to the aggregate
principal amount of Securities Due 2007 to which such payment of any such tax
relates and the market value of such Securities as of December 31 of the
relevant calendar year.
S-4
<PAGE>
The Company will not pay any additional amounts in respect of Taxes imposed by
any other country or jurisdiction.
The Securities Due 2007 will be redeemable as a whole (but not in part), at
the option of the Company, at any time upon not less than 30 nor more than 60
days' notice given to the Holders as provided in the Indenture at their
principal amount together with accrued interest thereon to the Redemption Date
in the event that the Company becomes obligated to pay any Additional Amounts in
accordance with the first sentence of the preceding paragraph and in the
circumstances set forth under "Description of Securities -- Redemption for Tax
Reasons" in the accompanying Prospectus. In addition, the Securities Due 2007
will be redeemable in whole (but not in part), at the option of the Company, at
their principal amount together with accrued interest thereon to the Redemption
Date in the event that the Company becomes obligated to pay any Additional
Amounts or make any indemnity or other payments in respect of any Argentine
individual asset tax in accordance with the second sentence of the preceding
paragraph, but only in the event that the payments in respect of any such
Argentine individual asset tax exceed U.S.$250,000 in the aggregate with respect
to any calendar year and such payments cannot be avoided by the Company taking
reasonable measures available to it. In order to effect a redemption of the
Securities under the preceding sentence, the Company is required to deliver to
the Trustee at least 45 days prior to the Redemption Date (i) a certificate
signed by two Directors of the Company stating that the Company has or will
become obligated to pay Additional Amounts or to make any indemnity or other
payments in respect of any Argentine individual asset tax in excess of
U.S.$250,000 in the aggregate with respect to a specified calendar year and that
such obligation cannot be avoided by the Company taking reasonable measures
available to it and (ii) an opinion of independent counsel of recognized
standing to the effect that the Company has or will become obligated to pay such
Additional Amounts or make such indemnity or other payments in respect of such
Argentine individual asset tax in excess of U.S.$250,000 in the aggregate with
respect to a specified calendar year. No notice of redemption may be given
earlier than 60 days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts or to make such indemnity or other
payments with such Argentine individual asset tax in excess of U.S.$250,000 in
the aggregate in the case of a specified calendar year were a payment in respect
of the Securities Due 2007 then due.
The Argentine individual asset tax currently is assessable (a) at a rate of
one-half of one percent (0.5%) of the market value of holdings of Securities Due
2007 of individuals (I.E., natural persons) and undistributed testamentary
estates of individuals and (b) at a rate of one percent (1.0%) of the market
value of holdings of Securities Due 2007 of certain non-Argentine corporations
and other entities, as set forth under "Taxation -- Argentine Taxation" in the
accompanying Prospectus. As stated above, the Securities Due 2007 will not
become redeemable for tax reasons relating to the Argentine individual asset tax
unless the Company becomes obligated to pay Additional Amounts and/or make
indemnity or other payments in respect of such tax in excess of U.S.$250,000 in
the aggregate in the case of any calendar year. Accordingly, in the light of the
current tax rates, and assuming that the Securities Due 2007 have a market value
comparable to their aggregate principal amount, the Securities Due 2007
currently would not become redeemable unless Holders of, or owners of beneficial
interests in, at least one-fourth of the aggregate principal amount of the
Securities Due 2007 become subject to the Argentine individual asset tax.
Prospective purchasers of Securities Due 2007 should understand, however, that
(i) changes from time to time in the identities of Holders or owners of
beneficial interests therein could result in a greater or lesser number of such
persons becoming subject to the Argentine individual asset tax, (ii) changes
from time to time in the market values of the Securities Due 2007 could result
in aggregate payments by the Company in excess of U.S.$250,000 in a calendar
year and (iii) as set forth under "Taxation -- Argentine Taxation" in the
accompanying Prospectus, certain aspects of the individual asset tax law are
unclear. Moreover, there can be no assurance that the tax rates will not
increase or that the Securities Due 2007 will not become redeemable for such tax
reasons.
Interest and other payments in respect of the Securities Due 2007 currently
are exempt from Argentine income and other taxes, as, and to the extent, set
forth under "Taxation -- Argentine Taxation" in the accompanying Prospectus.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
Standard Provisions dated September 7, 1995 and in the related Underwriting
Agreement dated February , 1997 (together, the "Underwriting Agreement"), the
Company has agreed to sell to each of the Underwriters named below, and each of
the Underwriters has severally agreed to purchase, the principal amount of the
Securities Due 2007 set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
UNDERWRITERS SECURITIES DUE 2007
- ------------------------------------------------------------------------ --------------------
<S> <C>
Chase Securities Inc.................................................... U.S.$
Citicorp Securities, Inc................................................
Morgan Stanley & Co. Incorporated.......................................
--------------------
Total............................................................... U.S.$100,000,000
--------------------
--------------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Securities Due 2007,
if any are taken.
The Underwriters propose to offer the Securities Due 2007 in part directly
to purchasers at the initial public offering price set forth on the cover page
of this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession of 0. % of the principal amount of the Securities Due
2007. The Underwriters may allow, and such dealers may reallow, a concession not
in excess of 0. % of the principal amount of the Securities Due 2007 to certain
brokers and dealers. After the Securities Due 2007 are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by the Underwriters.
The Company does not intend to apply for listing of the Securities Due 2007
on any United States, Argentine or other securities exchange. However, the
Company has been advised by the Underwriters that they intend to make a market
in the Securities Due 2007, as permitted by applicable laws and regulations.
There can be no assurance, however, that the Underwriters will make a market in
the Securities Due 2007 or as to the liquidity of, or the trading market for,
the Securities Due 2007.
The Company and the Guarantors, jointly and severally, have agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments which the Underwriters
may be required to make in respect thereof.
Each of the Underwriters and its respective affiliates have in the past
engaged and continue to engage in transactions with, and perform services for,
Amoco and its subsidiaries in the ordinary course of business. In addition,
Chase Securities Inc. and Citicorp Securities, Inc. are affiliates of The Chase
Manhattan Bank and Citibank, N.A., respectively, which are lenders to Amoco and
certain of its affiliates.
H. Laurance Fuller, Chairman of the Board and Chief Executive Officer of
Amoco, is a director of The Chase Manhattan Corporation and The Chase Manhattan
Bank, affiliates of Chase Securities Inc.
------------------------
The Argentine COMISION NACIONAL DE VALORES (National Securities Commission,
or "CNV") authorized, by Resolution No. 10,982 dated July 13, 1995, the
establishment of the Medium-Term Note Program pursuant to which the Securities
Due 2007 will be issued, offered and sold. The public offering of the Securities
Due 2007 in Argentina has been authorized on January 30, 1997 by the CNV. The
CNV has not passed upon the accuracy or adequacy of this Prospectus Supplement
or the accompanying Prospectus.
S-6
<PAGE>
The Securities Due 2007 will be offered in Argentina through substantially
similar Spanish language versions of this Prospectus Supplement and the
accompanying Prospectus, except that the Spanish language version of the
Prospectus contains certain additional information concerning the Company's
Argentine Branch in compliance with CNV requirements.
S-7
<PAGE>
PROSPECTUS
MEDIUM-TERM NOTE PROGRAM
NEGOTIABLE OBLIGATIONS
OF
AMOCO ARGENTINA OIL COMPANY
ARGENTINE BRANCH
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
AMOCO CORPORATION AND AMOCO COMPANY
Amoco Argentina Oil Company, a Delaware corporation, acting through its
Argentine Branch (the "Company"), may from time to time offer its Negotiable
Obligations (the "Securities") in one or more series for issuance and sale from
which the Company will receive proceeds of up to an aggregate of U.S.
$100,000,000 or the equivalent in foreign denominated currency or units based on
or relating to currencies, including European Currency Units ("ECUs"),on terms
determined by market conditions at the time of sale. The Securities of any
series will have maturities of not less than 90 days and not more than 30 years
from the date of issue of such Securities, and the original issuance of any
Securities of a series shall occur prior to July 13, 2000. The due and punctual
payment of principal and premium and interest, if any, on the Securities is
unconditionally guaranteed (the "Guarantees") by Amoco Corporation, an Indiana
corporation ("Amoco"), and Amoco Company, a Delaware corporation ("Amoco
Company" and, together with Amoco, the "Guarantors"). The Company is an indirect
wholly-owned subsidiary of Amoco Company, and Amoco Company is a wholly-owned
subsidiary of Amoco. With respect to the Securities 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
Securities may be purchased, the currency or currency units in which payments in
respect of Securities may be made, and 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 Securities may be offered directly, through agents designated from time
to time, through dealers or through Chase Securities Inc., Citicorp Securities,
Inc., 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 Securities
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 Securities less
such commission in the case of an agent, the purchase price of such Securities
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 Securities sold will be
the purchase price of such Securities 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 FEBRUARY 4, 1997.
<PAGE>
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, AMOCO
COMPANY 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.
AVAILABLE INFORMATION
Amoco and Amoco Company 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 U.S. 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 Amoco or Amoco
Company, respectively, is disclosed in a proxy statement distributed to
shareholders of Amoco and in certain of Amoco's and Amoco Company's reports
filed with the Commission. The Registration Statement and such reports, proxy
statements, and other information can be inspected and copied at the following
regional offices of the Commission: 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
statements:
(a) Amoco's Annual Report on Form 10-K for the year ended December 31,
1995 (the "Amoco 1995 Form 10-K");
(b) Amoco Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(c) Amoco's definitive Proxy Statement dated March 11, 1996, in
connection with its Annual Meeting of Shareholders held on April 23, 1996
(other than the Board Compensation and Organization Committee Report on
Executive Compensation and the Cumulative Total Shareholder Return Graph,
which are not incorporated by reference herein);
(d) Amoco's Quarterly Reports on Form 10-Q for the periods ended March
31, 1996, June 30, 1996 and September 30, 1996 (the "Amoco September 30,
1996 Form 10-Q"); and
(e) Amoco Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996;
in each case as filed with the Commission pursuant to the 1934 Act.
All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements (other than the portions of such proxy
statements consisting of (i) the report of any committee of Amoco's Board of
Directors on executive compensation and (ii) the shareholder return comparison
graph) pursuant to Section 14 of the 1934 Act filed by Amoco and Amoco Company
after the date of this Prospectus and prior to the termination of the offering
of the Securities shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
2
<PAGE>
documents. Amoco's Annual Reports on Form 10-K will include summary financial
information concerning the Company and Amoco Company, and Amoco's Quarterly
Reports on Form 10-Q will also include Company and Amoco 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, Amoco and Amoco Company will provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on the written or telephone request of any such person, a copy
of any or all of the information referred to herein which has been or may be
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-0404. Telephone requests may be directed to 312-856-7986.
The Company, Amoco and Amoco Company will provide copies of this Prospectus
without charge upon written or telephone request. Written requests should be
directed to Amoco Argentina Oil Company, Maipu 942 - Piso 19, 1340 Buenos Aires,
Argentina. Telephone requests may be directed to 54-1-315-4011.
------------------------
The Securities are "obligaciones negociables" (negotiable obligations) under
the Argentine Negotiable Obligations Law No. 23,576, as amended (the "Negotiable
Obligations Law").
The Argentine COMISION NACIONAL DE VALORES (National Securities Commission,
or "CNV") authorized, by Resolution No. 10,982 dated July 13, 1995, the
establishment of the Medium-Term Note Program (the "Program") pursuant to which
the Securities will be issued, offered and sold. The CNV granted such
authorization after reviewing certain financial and other information concerning
the Company's Argentine Branch, but not the financial statements of the Company
and the Guarantors. The CNV has not passed upon the accuracy or adequacy of this
Prospectus. The public offering in Argentina of the Securities of each series
will be deemed to be included in the above-referenced authorization for the
Program provided that certain documentation filing and related requirements of
the CNV are satisfied.
The Securities will be offered in Argentina through substantially similar
Spanish language versions of this Prospectus and any applicable Prospectus
Supplement, except that the Spanish language version of this Prospectus contains
certain additional information concerning the Company's Argentine Branch in
compliance with CNV requirements.
The Company issued and sold U.S.$100,000,000 principal amount of 6 5/8%
Guaranteed Negotiable Obligations Due 2005 under the Program in September 1995.
3
<PAGE>
THE COMPANY
The Company was incorporated in Delaware in 1958 and has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111) and its principal offices in Argentina at Maipu 942 -
Piso 19, 1340 Buenos Aires, Argentina (telephone: 54-1-315-4011). The Company,
which is an indirect, wholly-owned subsidiary of Amoco, is engaged in the
exploration, development and production of oil and gas in Argentina. The Company
conducts all of its operations in Argentina through its Argentine branch (the
"Argentine Branch"). The Argentine Branch was originally registered as an
Argentine branch with the Public Registry of Commerce in Argentina on November
25, 1958, under number 60, page (folio) 60, book 50, volume B of foreign by-laws
and registered its present name on November 24, 1969, under number 62, page
(folio) 95, book 51, volume B of foreign by-laws.
AMOCO CORPORATION
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.
AMOCO COMPANY
Amoco 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). Amoco 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. The principal wholly-owned subsidiaries of Amoco 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>
4
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges for the nine months ended
September 30, 1996 was 20.6 and for each of the two years ended December 31,
1995 was as follows: 1995--11.0 and 1994--18.2. The Company had no fixed charges
for years prior to 1994.
Amoco's ratio of earnings to fixed charges for the nine months ended
September 30, 1996 and for each of the five years ended December 31, 1995 was as
follows: September 30, 1996--9.5, 1995--6.9, 1994--8.9, 1993--8.0, 1992--3.5 and
1991--5.0.
Amoco Company's ratio of earnings to fixed charges on outstanding public
obligations for the nine months ended September 30, 1996 and for each of the
five years ended December 31, 1995 was as follows: September 30, 1996--13.5,
1995--11.6, 1994--20.4, 1993--13.2, 1992--8.3 and 1991--9.2.
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.
SELECTED FINANCIAL DATA
AMOCO
The following selected financial data for Amoco, insofar as they relate to
each of the years 1991 through 1995, have been derived from annual audited
consolidated financial statements of Amoco, including the consolidated statement
of financial position at December 31, 1995 and 1994 and the related consolidated
statement of income and consolidated statement of cash flows for the three years
ended December 31, 1995 and notes thereto. The selected financial data for the
nine months ended September 30, 1996 and 1995 have been derived from unaudited
condensed financial statements, which in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for the unaudited interim periods.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- ---------
(MILLIONS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues (including excise taxes)......... $ 25,997 $ 22,915 $ 31,004 $ 30,362 $ 28,617 $ 28,219 $ 28,296
Operating profit.......................... $ 3,100 $ 2,600 $ 2,879 $ 2,612 $ 3,046 $ 1,414 $ 2,413
Net income*............................... $ 1,963 $ 1,655 $ 1,862 $ 1,789 $ 1,820 $ 850 $ 1,173
Net income per share*..................... $ 3.95 $ 3.34 $ 3.76 $ 3.60 $ 3.66 $ 1.71 $ 2.36
Cash dividends per share.................. $ 1.95 $ 1.80 $ 2.40 $ 2.20 $ 2.20 $ 2.20 $ 2.20
BALANCE SHEET DATA--AT PERIOD END
Current assets............................ $ 6,329 $ 6,129 $ 6,490 $ 6,642 $ 6,094 $ 5,795 $ 6,393
Total assets.............................. $ 30,895 $ 29,786 $ 29,845 $ 29,316 $ 28,486 $ 28,453 $ 30,510
Current liabilities....................... $ 5,455 $ 5,451 $ 5,774 $ 5,024 $ 5,343 $ 4,985 $ 6,557
Long-term debt............................ $ 4,178 $ 3,775 $ 3,962 $ 4,387 $ 4,037 $ 5,005 $ 4,470
Deferred credits.......................... $ 5,273 $ 5,511 $ 5,146 $ 5,508 $ 5,420 $ 5,373 $ 5,174
Shareholders' equity...................... $ 15,865 $ 15,034 $ 14,848 $ 14,382 $ 13,665 $ 12,960 $ 14,156
Shareholders' equity per share............ $ 31.91 $ 30.26 $ 29.91 $ 28.97 $ 27.53 $ 26.11 $ 28.52
</TABLE>
- ------------------------
* Excludes cumulative effects of accounting changes of $(924) million in 1992,
or $(1.86) per share, and $311 million in 1991, or $.62 per share.
5
<PAGE>
AMOCO COMPANY
The following selected financial data for Amoco Company, insofar as they
relate to each of the years 1991 through 1995, have been derived from annual
audited consolidated financial statements of Amoco, including the consolidated
statement of financial position at December 31, 1995 and 1994 and the related
consolidated statement of income and consolidated statement of cash flows for
the three years ended December 31, 1995 and notes thereto. The selected
financial data for the nine months ended September 30, 1996 and 1995 have been
derived from unaudited condensed financial statements, which in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the unaudited
interim periods.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- ---------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues (including excise taxes)......... $ 23,702 $ 20,996 $ 28,339 $ 27,841 $ 25,930 $ 25,698 $ 25,307
Operating profit.......................... $ 2,610 $ 2,415 $ 2,783 $ 2,470 $ 2,595 $ 1,760 $ 2,253
Net income*............................... $ 1,674 $ 1,554 $ 1,798 $ 1,878 $ 1,803 $ 1,226 $ 1,227
BALANCE SHEET DATA--AT PERIOD END
Current assets............................ $ 5,453 $ 5,162 $ 5,303 $ 5,399 $ 4,383 $ 4,644 $ 5,187
Total assets.............................. $ 27,715 $ 26,434 $ 26,326 $ 24,549 $ 23,513 $ 23,645 $ 24,633
Current liabilities....................... $ 4,184 $ 3,967 $ 4,578 $ 4,142 $ 3,976 $ 3,949 $ 4,939
Long-term obligations**................... $ 6,780 $ 6,919 $ 6,785 $ 6,190 $ 1,967 $ 2,811 $ 2,795
Deferred credits.......................... $ 4,524 $ 4,665 $ 4,397 $ 4,584 $ 4,441 $ 4,257 $ 3,531
Minority interest......................... $ 124 $ 10 $ 110 $ 5 -- -- --
Shareholder's equity**.................... $ 12,103 $ 10,873 $ 10,456 $ 9,628 $ 13,129 $ 12,628 $ 13,368
</TABLE>
- ------------------------
* Excludes cumulative effects of accounting changes of $(702) million in 1992
and $1,143 million in 1991.
** The increase in long-term obligations, and the corresponding decrease in
shareholder's equity, between 1993 and 1994 reflects dividends in 1994 to
Amoco of intercompany notes receivable from subsidiaries.
6
<PAGE>
THE COMPANY
The following selected financial data for the Company have been derived from
the summarized financial data of the Company, including such data appearing in
the Amoco 1995 Form 10-K and the Amoco September 30, 1996 Form 10-Q incorporated
by reference herein. Such summarized financial data were prepared using U.S.
accounting principles followed by Amoco in preparing its consolidated financial
statements.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER
30, YEAR ENDED DECEMBER 31,
----------------- -----------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- ------- -------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues..................................... $244 $189 $258 $189 $208 $179 $209
Net income................................... $ 90 $ 64 $ 88 $ 76 $ 74 $ 95 $193
BALANCE SHEET DATA--AT PERIOD END
Current assets............................... $125 $119 $ 73 $ 97 $103 $ 27 $ 27
Total assets................................. $527 $417 $389 $349 $337 $260 $323
Current liabilities.......................... $ 78 $ 51 $ 49 $ 58 $100 $ 8 $ 11
Non-current liabilities...................... $198 $111 $113 $100 $ 20 $ 18 $ 12
Shareholder's equity......................... $251 $255 $227 $191 $217 $234 $300
</TABLE>
USE OF PROCEEDS
The net proceeds from sale of the Securities will be used by the Company, in
accordance with Article 36 of the Negotiable Obligations Law, for the
refinancing of indebtedness and other liabilities, investment in physical assets
located in Argentina and/or working capital purposes within Argentina.
The specific use of proceeds from the sale of the Securities of each series
will be set forth in the applicable Prospectus Supplement.
7
<PAGE>
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture dated as of September 7,
1995 (the "Indenture") among the Company, Amoco, Amoco Company, The Chase
Manhattan Bank, as Trustee (the "Trustee"), Co-Registrar (the "Co-Registrar")
and Principal Paying Agent (the "Principal Paying Agent") and The Chase
Manhattan Bank (Buenos Aires), as Registrar (the "Registrar"), and Paying Agent,
a copy of which is filed as an exhibit to the Registration Statement of which
this Prospectus is a part. The Chase Manhattan Bank (Buenos Aires) will act as
Paying Agent in Argentina (the Principal Paying Agent and all other Paying
Agents are collectively referred to herein as the "Paying Agents"). The Trustee
has appointed The Chase Manhattan Bank (Buenos Aires), presently at Calle
Arenales 707, Piso 5, 1061 Buenos Aires, Argentina, as its agent (the "Trustee's
Representative") in the City of Buenos Aires, Argentina to receive notices on
its behalf in Argentina from Holders of the Securities and to act on the
Trustee's behalf as necessary.
The Securities may be issued from time to time in one or more series. The
particular terms of each series which are offered by a Prospectus Supplement and
the related guarantees thereof by the Guarantors (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.
GENERAL
The Indenture provides that Securities in separate series may be issued
thereunder from time to time in a maximum aggregate principal amount of U.S.
$200,000,000 or the U.S. dollar equivalent in one or more foreign currencies.
The Company issued and sold U.S. $100,000,000 principal amount of 6 5/8%
Guaranteed Negotiable Obligations Due 2005 under the Indenture in September
1995. The original issuance of any Securities of a series shall occur prior to
July 13, 2000. The Securities of each series shall have the same original issue
date. The Company, the Argentine Branch, Amoco and Amoco Company 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, the Argentine Branch, Amoco and Amoco Company may
determine. The Securities and the related Guarantees are issued in the English
language. The text of the Securities and the related Guarantees has been
translated into the Spanish language (a copy of which Spanish translations are
annexed thereto), and the Company confirms that such Spanish translations are
true and accurate. 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 jointly and severally guaranteed by Amoco and Amoco
Company. See "Guarantees by Amoco and Amoco Company".
Securities, which will be issued only by the Company through its Argentine
Branch, will constitute obligations of the Company as a whole. Securities may
not be issued directly by either Guarantor under the Indenture.
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 the Securities of such
series;
8
<PAGE>
(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 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 (the final date of which shall be not less
than 90 days nor more than 30 years from the date of original issuance of the
Securities of such series);
(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 in addition to the City of Buenos Aires, Argentina
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, Amoco and Amoco Company
in respect of any such Securities may be served;
(8) if other than as set forth under "Redemption for Tax Reasons", 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) if other than denominations of U.S. $1,000 and any integral multiple
thereof, the denominations in which any Securities will be issuable;
(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 U.S. dollar, 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 of determining the equivalent thereof
in U.S. dollars 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
9
<PAGE>
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 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) if other than as set forth under "Certain Covenants of the Company --
Payment of Additional Amounts", whether and under what circumstances the Company
will pay Additional Amounts on such Securities and, if other than as set forth
under "Redemption for Tax Reasons", whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts;
(22) whether, under what circumstances and to what extent the Company will
pay and indemnify the Holders of the Securities of the series from and against
any Argentine individual asset tax or other tax, if other than as set forth
under "Certain Covenants of the Company -- Payment of Additional Amounts", and
whether the Company will have the option to redeem such Securities rather than
pay or indemnify such Holders from and against any such tax;
(23) any addition to or change in the covenants in the Indenture described
under "Certain Covenants of the Company" applicable to any of such Securities;
(24) any other terms of such Securities not inconsistent in any material
respect with the provisions of the Indenture; and
(25) any trustees, authenticating or paying agents, transfer agents,
registrars or any other agents or depositaries with respect to such Securities.
(SECTION 301.)
10
<PAGE>
The applicable Prospectus Supplement will also set forth the specific use of
proceeds from the sale of such Securities and information concerning
governmental and any other approvals or authorizations for the issue, offer and
sale of such Securities, including the relevant CNV authorization.
Securities, including Original Issue Discount Securities, may be sold at a
substantial discount below their principal amount. Certain special U.S. 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 U.S. federal income tax or other considerations (if
any) applicable to any Securities which are denominated in a currency or
currency unit other than U.S. 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. $1,000 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 Registrar or Co-Registrar. 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 Registrar or Co-Registrar, 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 Chase Manhattan Bank, N.A. (Buenos Aires) as Registrar
and the Trustee as Co-Registrar. Any transfer agent (in addition to the
Registrar and Co-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 Buenos Aires, Argentina
and in The City of New York. (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 "Securities 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
Bank 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 identifiable tranche of Bearer Securities
as determined by the Underwriters
11
<PAGE>
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 Securities 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 U.S. federal tax laws and regulations. See "Limitations on Issuance
of Bearer Securities".
Argentine Entities (as defined under "Taxation -- Argentine Taxation --
Withholding Tax on Interest Payments") must, in the case of the Securities of
any series, hold such Securities in the form of one or more definitive
Registered Securities and not in the form of Bearer Securities or interests in
Global Bearer Securities or Global Registered Securities. See "Taxation --
Argentine Taxation".
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
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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.
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, Amoco and Amoco Company 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, (iii) the Person who is the beneficial owner of an interest in such
Global Registered Security notifies the Registrar or the Co-Registrar in writing
that it is an Argentine Entity (or other Argentine Person who is subject to
Taxes imposed or established by Argentina or any political subdivision thereof
or taxing authority therein with respect to payments in respect of the
Securities and as to which the Company has a withholding obligation) and is,
therefore, required to hold Securities in the form of one or more definitive
Registered Securities, or (iv) 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, AMOCO COMPANY, THE TRUSTEE OR ANY AGENT OF THE COMPANY, AMOCO,
AMOCO COMPANY 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
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GLOBAL REGISTERED SECURITY, OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY
RECORDS RELATING TO SUCH BENEFICIAL INTERESTS.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Registered Security, in some cases, may trade in the Depositary's
same-day funds settlement system, in which secondary market trading activity in
those beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Registered Security upon the original issuance thereof may
be required to be made in immediately available funds.
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 the Principal Paying Agent
or, subject to any other fiscal or other laws and regulations applicable
thereto, 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 and the office of the Paying Agent
located in the City of Buenos Aires, Argentina will be designated as the
Company's sole agents for payments with respect to Registered Securities of each
series. Any 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
Buenos Aires, Argentina and 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 Bank each of Euroclear and Cedel Bank 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, 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.)
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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 U.S
dollars will be made in the United States if (but only if) payment of the full
amount thereof in U.S. 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, Amoco or Amoco Company to any 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 three years after
such principal, premium, interest or Additional Amounts has become due and
payable will be repaid to the Company, Amoco or Amoco Company, as the case may
be, and the Holder of such Security thereafter may look only to the Company,
Amoco and Amoco Company for payment thereof. (SECTION 1003.)
GUARANTEES BY AMOCO AND AMOCO COMPANY
Amoco and Amoco Company will each jointly and severally 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. Holders of Securities need not
exhaust their recourse against the Company prior to proceeding against Amoco or
Amoco Company under their respective Guarantees and may proceed against either
or both of Amoco or Amoco Company. (SECTION 1401.)
The Guarantees will be direct, unsecured and unsubordinated obligations of
Amoco and Amoco Company and will rank equally and ratably with other unsecured
and unsubordinated indebtedness of Amoco or Amoco Company, as the case may be.
CERTAIN COVENANTS OF THE COMPANY
PAYMENT OF ADDITIONAL AMOUNTS. The Company will pay to the Holder of any
Security of a series or any coupon appertaining thereto additional amounts as
provided in the next paragraph and will also pay any other additional amounts
provided for in the Securities of a series and in accordance with the Indenture
(such additional amounts provided in the next paragraph and any such other
additional amounts provided for in the Securities of a series being herein
referred to as "Additional Amounts").
All payments in respect of the Securities, including, without limitation,
payments of principal, interest, and premium, if any, shall be made by the
Company without withholding or deduction for or on account of any Taxes now or
hereafter imposed or established by or on behalf of Argentina or any
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political subdivision thereof or taxing authority therein, except as otherwise
set forth below. In the event any such Taxes are so imposed or established, the
Company shall pay such Additional Amounts as may be necessary in order that the
net amounts receivable by the Holders after any withholding or deduction in
respect of such Taxes shall equal the respective amounts of principal, interest
and premium, if any, which would have been receivable in respect of the
Securities in the absence of such withholding or deduction; PROVIDED, HOWEVER,
that no such Additional Amounts shall be payable (i) to, or on behalf of, a
Holder for or on account of any such Taxes that have been imposed by reason of
the Holder being a resident of Argentina or having some connection with
Argentina other than the mere holding or owning of any Security or the receipt
of principal or interest or premium, if any, in respect thereof, (ii) to, or on
behalf of, a Holder for or on account of any such Taxes that would not have been
imposed but for the presentation by the Holder of a Security for payment (where
presentation is required) on a date more than 30 days after the date on which
such payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later, except to the extent that the Holder would
have been entitled to such Additional Amounts on presenting such Security for
payment on the last date of such period of 30 days, (iii) with respect to any
estate, inheritance, gift, sales, transfer, asset or personal property tax
(other than, to the extent provided in respect of the Securities of a series,
any Argentine individual asset tax imposed on or paid by the Holders) or any
similar tax, assessment or governmental charge, (iv) to, or on behalf of, a
Holder for or on account of any such Taxes which are payable otherwise than by
withholding or deduction from payments on or in respect of any Security or (v)
to, or on behalf of, a Holder of any Security to the extent that such Holder is
liable for such Taxes that would not have been imposed but for the failure of
such Holder to comply with any certification, identification, information,
documentation or other reporting requirements if (a) such compliance is required
by Argentine law, regulation or administrative practice or any applicable treaty
as a precondition to exemption from, or reduction in the rate of, deduction or
withholding of, such Taxes, (b) at least 30 days prior to the first Interest
Payment Date with respect to which such requirements shall apply, the Company
shall have notified all Holders of the Securities that such Holders will be
required to comply with such requirements and (c) such requirements are not
materially more onerous to such Holders (in form, in procedure or in the
substance of information disclosed) than comparable information or other
reporting requirements imposed under U.S. tax law, regulation and administrative
practice (such as IRS Forms 1001, W-8 and W-9). Furthermore, no Additional
Amounts shall be paid with respect to any payment on a Security to a Holder that
is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent that a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or beneficial owner would not have
been entitled to receive the Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the Holder. Any reference herein or in the
Securities to principal and/or interest shall be deemed also to refer to any
Additional Amounts which may be payable under the undertakings described in this
paragraph.
The Company will also pay any stamp, issue, registration, documentary or
other similar taxes and duties, including interest and penalties, payable in
Argentina or any political subdivision thereof or taxing authority therein in
respect of the creation, issuance and initial offering of the Securities. In
addition, the Company will, to the extent provided in respect of the Securities
of a series (and indicated in the applicable Prospectus Supplement), pay and
indemnify the Holders from and against any Argentine individual asset tax
imposed or paid in respect of the Holders. Furthermore, the Company will pay and
indemnify the Holders from and against all court taxes or other taxes and
duties, including interest and penalties, imposed on or paid by any of them in
Argentina in connection with any action permitted to be taken by the Holders to
enforce the obligations of the Company under the Securities; PROVIDED, HOWEVER,
the Company will not be required to pay or indemnify the Holders for such court
taxes and other taxes and duties to the extent that the Holders are not
successful in enforcing such obligations of the Company. (SECTION 1007.)
MAINTENANCE OF OFFICE OR AGENCY. Unless otherwise indicated in the
applicable Prospectus Supplement, the Company will maintain in each of the City
of Buenos Aires, Argentina and The City of New York
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an office or agency where the Registered Securities of any series may be
presented or surrendered for payment (including payment of Additional Amounts),
where Registered Securities of that series may be surrendered for registration
of transfer, where the Securities may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the Securities and the
Indenture may be served. If the Securities are issued as Bearer Securities, the
applicable Prospectus Supplement will set forth the place or places where such
Securities and any coupons may be surrendered for payment (including payment of
Additional Amounts), where such Securities may be surrendered for exchange and
where notices and demands to or upon the Company in respect of such Securities
and the Indenture may be served. (SECTION 1002.)
CONSOLIDATION, MERGER AND SALE OF ASSETS. 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 any 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. EACH HOLDER OF SECURITIES OF ANY SERIES SHALL BE
DEEMED TO HAVE IRREVOCABLY WAIVED, TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, ITS RIGHTS AS A CREDITOR OF THE COMPANY BY VIRTUE OF ITS
OWNERSHIP OR HOLDING OF SUCH SECURITIES TO OPPOSE OR TO TAKE ANY ACTION TO
OPPOSE ANY SUCH CONSOLIDATION, MERGER, SALE OR CONVEYANCE UNDER ARGENTINE LAW.
(SECTION 801.)
CERTAIN COVENANTS OF AMOCO AND AMOCO COMPANY
The Indenture will not limit the amount of debt, either secured or
unsecured, which may be issued by Amoco or Amoco Company.
LIMITATION ON LIENS. Amoco Company will covenant 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 (i) any Producing
Property, (ii) any Refining or Manufacturing Property or (iii) 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 Amoco Company shall so
determine, any other indebtedness of, or guaranteed by, Amoco 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 acquisitions of such property, shares of
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, Amoco, Amoco Company or to a Restricted Subsidiary;
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(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 legislative, governmental or
regulatory authority;
(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 Amoco Company or any Restricted
Subsidiary or in connection with other proceedings or actions at law or in
equity by or against Amoco 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, Amoco 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 Amoco 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 purpose 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
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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".
Amoco Company also 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
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 Amoco Company or such Restricted Subsidiary
shall have effectively provided that the Securities (together with, if Amoco
Company shall so determine, any other indebtedness of or guaranteed by Amoco
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.)
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. Amoco Company will covenant
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
Amoco 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 (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 Amoco Company) of such
property and
(a) Amoco 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 Amoco Company) of the property so
leased, secured by a Mortgage on the property to be leased without equally
and ratably securing the Securities of any series and without violating the
covenant described above under "Certain Covenants of Amoco and Amoco Company
-- Limitation on Liens";
(b) Amoco Company shall apply within 12 months after the 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 Amoco 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, Amoco Company or such Restricted
Subsidiary has expended or shall expend for any Producing Property or
Refining or Manufacturing Property an amount equal to (A) the net proceeds
of such transaction and Amoco Company elects to designate such amount as a
credit against such transaction or (B) a part of the net proceeds of such
transaction and Amoco 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 provided in clause (b) above. (SECTION 1006.)
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CONSOLIDATION, MERGER AND SALE OF ASSETS. Amoco and Amoco Company will
covenant in the Indenture that they will not merge or consolidate with another
corporation or sell or convey all or substantially all of their property to any
other corporation unless such other corporation (except in any sale or
conveyance to the Company or one of the Restricted Subsidiaries or, in the case
of Amoco, to Amoco Company and, in the case of Amoco Company, to Amoco) assumes
the obligations of Amoco or Amoco Company, as the case may be, under the
Guarantees. Amoco Company will, however, be subject to the restrictions referred
to under "Certain Covenants of Amoco and Amoco Company -- Limitation on Liens"
in connection with any such consolidation, merger or sale of assets. (SECTIONS
803 AND 1005.)
REPORTING. Amoco and Amoco Company will also covenant that they will
furnish certain information and certificates to the Trustee on the dates
specified in the Indenture.
CERTAIN DEFINITIONS
For purposes of the covenants described above under "Covenants of Amoco and
Amoco Company -- Limitation on Liens" and "-- Limitation on Sale and Lease-Back
Transactions", the following terms have the following definitions:
"Consolidated Adjusted Net Assets" means total assets of Amoco Company and
its consolidated subsidiaries, if any, 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 Amoco Company or any
Restricted Subsidiary in land located within the United States of America
considered by Amoco Company or the 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 Amoco Company or any Restricted Subsidiary which is located within
the United States of America, other than any such property or portion thereof
which (a) in the opinion of the Board of Directors of Amoco Company is not of
material importance to the business of Amoco Company and its consolidated
subsidiaries as a whole, (b) is classified by the corporation which owns it as a
transportation or marketing facility or (c) is owned directly or indirectly by
Amoco Company or one or more of its Subsidiaries or by Amoco Company and one or
more of its Subsidiaries jointly or in common with others and the aggregate
interest therein of Amoco Company and its Subsidiaries does not equal at least
fifty percent (50%).
"Restricted Subsidiary" means:
(1) each of the following corporations 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 (a Maryland
corporation), Amoco Production Company (a Delaware corporation) and Amoco
Chemical Company (a Delaware corporation); and
(2) 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 Amoco 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
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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 Amoco Company;
PROVIDED, HOWEVER, that the term "Restricted Subsidiary" shall not mean any
corporation (i) the principal operating properties of which consist of oil or
gas pipeline properties, (ii) 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 (iii) principally engaged in financing receivables,
making loans, extending credit or other activities of a character conducted by a
credit or acceptance company.
EVENTS OF DEFAULT
Each of the following will constitute 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 or any Additional Amount 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, Amoco or Amoco
Company 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 twenty-five percent (25%) in principal amount of the
Outstanding Securities of that series, as provided in the Indenture;
(e) certain events with respect to the Company, Amoco or Amoco Company
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) or clause (f) above shall occur and be continuing, either
the Trustee or the Holders of at least twenty-five percent (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 twenty-five percent (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
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(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".
The foregoing provisions shall be without prejudice to the rights of each
individual Holder to initiate an action against the Company for the payment of
any principal, premium, interest and any Additional Amount past due on any
Security, as established by Article 29 of the Negotiable Obligations Law.
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, except as provided above, 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 twenty-five percent (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 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, Amoco and Amoco Company will be required to furnish to the
Trustee annually a statement by certain of their respective officers as to
whether or not the Company, Amoco or Amoco Company, 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.)
REDEMPTION FOR TAX REASONS
If at any time after the date of the Indenture as a result of any change in,
or amendment to, laws or regulations, or as a result of any change in the
application or official interpretation of laws or regulations, of Argentina or
any political subdivision thereof or taxing authority therein or of any other
country or any political subdivision thereof or taxing authority therein as to
which the payment of Additional Amounts is provided for in the Securities of a
series and in accordance with the Indenture, which change or amendment becomes
effective after the date of the Indenture, the Company becomes obligated to pay
any Additional Amounts as provided or referred to above under "Certain Covenants
of the Company -- Payment of Additional Amounts" and such obligation cannot be
avoided by the Company taking reasonable measures available to it, then the
Securities will be redeemable as a whole (but not in part), at the option of the
Company, at any time upon not less than 30 nor more than 60 days' notice given
to the Holders as provided in the Indenture at their principal amount (or, if
any Securities of that series are
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Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) together with accrued
interest thereon to the date fixed for redemption (the "Redemption Date"). The
Company will also pay to the Holders on the Redemption Date any Additional
Amounts which are then payable. In order to effect a redemption of the
Securities under this paragraph, the Company is required to deliver to the
Trustee at least 45 days prior to the Redemption Date (i) a certificate signed
by two Directors of the Company stating that the obligation to pay such
Additional Amounts cannot be avoided by the Company taking reasonable measures
available to it and (ii) an opinion of independent legal counsel of recognized
standing to the effect that the Company has or will become obligated to pay such
Additional Amounts as a result of such change or amendment. No notice of
redemption may be given earlier than 60 days prior to the earliest date on which
the Company would be obligated to pay such Additional Amounts were a payment in
respect of the Securities then due.
The applicable Prospectus Supplement will set forth the terms of any
additional redemption of the Securities of a series, at the option of the
Company, for tax reasons in circumstances in which the Company, to the extent
provided in respect of the Securities of such series (and indicated in the
applicable Prospectus Supplement), becomes obligated to pay or indemnify the
Holders from or against any Argentine individual asset tax imposed on or paid in
respect of the Holders. (SECTION 1108.)
MODIFICATION AND WAIVER
The Indenture will provide that modifications and amendments of the
Indenture may be made by the Company, the Argentine Branch, Amoco, Amoco Company
and the Trustee with the consent of the Holders of sixty-six and two-thirds
percent (66 2/3%) in aggregate principal amount of the Outstanding Securities of
each series affected by such modification or amendment obtained at a meeting of
Holders held in accordance with the Indenture; 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, Amoco or Amoco 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 sixty-six and two-thirds percent (66 2/3%) in principal
amount of the Outstanding Securities of any series by act of such Holders at a
meeting of Holders held in accordance with the terms of the Indenture may waive
compliance by the Company, Amoco and Amoco Company 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 (except that a default
in payment resulting from a declaration of acceleration which declaration of
acceleration has been rescinded and annulled pursuant to the Indenture may be
waived) 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.)
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The Indenture will provide 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 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 will provide 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 will provide that, upon the
Company's exercise of its option (if any) to have Section 1302 applied to any
Securities, the Company, Amoco and Amoco Company 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, Amoco and Amoco Company have delivered to the Trustee an Opinion of
Counsel to the effect that the Company, Amoco, or Amoco Company, 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
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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 will provide that, upon the
Company's exercise of its option (if any) to have Section 1303 applied to any
Securities, the Company, Amoco and Amoco Company may omit to comply with certain
restrictive covenants, including those described under "Certain Covenants of
Amoco and Amoco Company -- Limitation on Liens", "-- Limitation on Sale and
Lease-Back Transactions" and "-- Consolidation, Merger and Sale of Assets", 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, Amoco
and Amoco Company 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, Amoco and Amoco Company 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 upon any acceleration resulting
from such Event of Default. In such case, the Company, Amoco and Amoco Company
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 Securities Act) will
initially be represented by a Temporary Bearer Global Security, to be deposited
with a common depositary in London for Euroclear and Cedel 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 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 and Euroclear or Cedel
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.
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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 an Owner Tax Certification and Euroclear or Cedel
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 and Euroclear or Cedel 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 "Limitation 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 acquired the
Security for purposes of resale directly to a United States person or to a
person within the United States or its possessions.
NOTICES -- TO HOLDERS OF REGISTERED SECURITIES
Notices to Holders of Registered Securities will, subject to the provisions
of the Indenture, be deemed to be validly given if (i) 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 fifth Business Day after the
date of such mailing and (ii) published in a leading daily newspaper having
general circulation in Argentina and, when required by Argentine law, in the
OFFICIAL GAZETTE OF ARGENTINA. Notices by publication will be deemed to have
been given on the date of latest publication. (SECTION 106.)
NOTICES -- TO HOLDERS OF BEARER SECURITIES
Notices to Holders of Bearer Securities will, subject to the provisions of
the Indenture, be deemed to be validly given if (i) 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 for communication by
them to the person shown in their respective records as having interests therein
and (ii) published in a leading daily newspaper having general circulation in
Argentina and, when required by Argentine law, in the OFFICIAL GAZETTE OF
ARGENTINA. Notices by publication will be deemed to have been given on the date
of latest publication. (SECTION 106.)
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TITLE
Title to any Temporary Bearer Global Security, any Permanent Bearer Global
Security, any Bearer Security and any coupons appertaining to any such Security
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.)
MEETINGS OF HOLDERS OF SECURITIES
A meeting of Holders of Securities of any series may be called at any time
to make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by the Indenture to be made, given or
taken by Holders of Securities of such series, including but not limited to any
of the following purposes:
(1) to give any notice to the Company, to Amoco, to Amoco Company or to
the Trustee, or to give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to take any other
action or authorization to be taken by Holders pursuant to any of the
provisions described under "Events of Default";
(2) to remove the Trustee and nominate a successor trustee;
(3) to consent to the execution of a supplemental indenture; or
(4) to take any other action authorized to be taken by or on behalf of
the Holders of any specified principal amount of the Securities of any
series under any other provisions of the Indenture or under applicable law.
(SECTION 1501.)
The Trustee may at any time call a meeting of Holders of Securities of any
series for any purpose specified above, to be held in the City of Buenos Aires,
Argentina; PROVIDED, HOWEVER, that the Trustee may determine to hold any
meetings simultaneously in the City of Buenos Aires, Argentina and in The City
of New York or in London, England by means of any telecommunication which
permits the participants to hear and speak to each other. In any case meetings
shall be held at such time and such place in any such city as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the date, time and the place of such meeting, in general terms the
action proposed to be taken at such meeting and the requirements to attend,
shall be given in the OFFICIAL GAZETTE OF ARGENTINA and in the manner set forth
under "Notices -- To Holders of Registered Securities" and "Notices -- To
Holders of Bearer Securities", not less than 10 nor more than 30 days prior to
the date fixed for the meeting, and any publication thereof shall be for five
consecutive business days. (SECTION 1502.)
The Company, the Argentine Branch, Amoco, Amoco Company or the Holders of at
least five percent (5%) in principal amount of the Outstanding Securities of any
series may direct the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified above, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting. (SECTION
1502.)
The Persons entitled to vote sixty percent (60%) in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such Series. The Persons entitled to vote thirty
percent (30%) in principal amount of the Outstanding Securities of a series
shall constitute a quorum for a reconvened meeting of Holders of such series
adjourned for lack of the requisite quorum. (SECTION 1504.)
Any Holder of Securities that wishes to attend any meeting of Holders of
Securities must notify either the Registrar or the Co-Registrar of the intention
of such Holder to attend such meeting in person or by proxy at least three
calendar days prior to the date of such meeting.
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At any meeting of Holders of Securities, each Holder of a Security of such
series will be entitled to one vote for each U.S. $1.00 principal amount (or its
equivalent) of the Outstanding Securities of such series held or represented by
such Holder. (SECTION 1505.)
Any resolution passed or decision taken at any duly held meeting of Holders
of Securities of any series shall be binding on all the Holders of Securities of
such series and any related coupons, whether or not present or represented at
the meeting. (SECTION 1504.)
GOVERNING LAW AND ENFORCEABILITY
The Negotiable Obligations Law establishes the legal requirements necessary
for the Securities to qualify as "negotiable obligations". The execution and
delivery by the Argentine Branch of the Securities and any coupons shall be
governed by the laws of Argentina. All other matters in respect of the
Securities, any coupons, the Guarantees and the Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York. (SECTION
112.)
The Company, Amoco and Amoco Company have consented to the non-exclusive
jurisdiction of any court of the State of New York or any U.S. Federal Court
sitting in the Borough of Manhattan, The City of New York, United States, and
any appellate court from any thereof, and have waived any objection on the
grounds of venue, residence, domicile or inconvenient forum to the jurisdiction
of such courts over any suit, action or proceeding that may be brought in
connection with the Indenture, the Securities or the Guarantees. Any suit,
action or proceeding brought in connection with the Indenture, the Securities or
the Guarantees may also be brought in any competent court in the City of Buenos
Aires, Argentina, unless such suit, action or proceeding cannot be brought or
maintained for any reason in the City of Buenos Aires, Argentina, in which case
such suit, action or proceeding may be instituted in any competent court in
Argentina. (SECTION 113.)
CURRENCY INDEMNITY
Any amount received or recovered in respect of any sum payable by the
Company, Amoco or Amoco Company, as the case may be, under or in connection with
any Security, including damages, in a currency other than the currency in which
such Security is denominated (the "denomination currency") (whether as a result
of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding up or dissolution of the Company or otherwise) by
any Holder in respect of any sum expressed to be due to it from the Company,
Amoco or Amoco Company, as the case may be, shall only constitute a discharge of
the Company, Amoco or Amoco Company, as the case may be, to the extent of the
amount in the denomination currency which the recipient is able to purchase with
the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). If the amount
received or recovered in that other currency is less than the amount in the
denomination currency expressed to be due to the recipient under such Security
or the related Guarantees, the Company, Amoco and Amoco Company shall indemnify
such recipient against any loss (as measured by the difference between such
amount in the denomination currency and the amount received or recovered)
sustained by it as a result. In any event, the Company, Amoco and Amoco Company
shall indemnify the recipient against the cost of making any such purchase. For
the purposes of this paragraph, it will be sufficient for the Holder to certify
in a satisfactory manner (indicating the sources of information used) that it
would have suffered a loss had an actual purchase of the denomination currency
been made with the amount so received in that other currency on the date of
receipt or recovery (or, if a purchase of the denomination currency on such date
had not been practicable, on the first date on which it would have been
practicable, it being required that the need for a change of date be certified
in the manner mentioned above). The foregoing indemnities constitute separate
and independent obligations of each of the Company, Amoco and Amoco Company,
shall give rise to a separate and
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independent cause of action, shall apply irrespective of any waiver granted by
any Holder and shall continue in full force and effect despite any such judgment
or order as aforesaid. (SECTION 515.)
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, Amoco and Amoco Company in the normal course of business. H. Laurance
Fuller, the Chairman of the Board 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 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 Amoco and Amoco Company.
The Chase Manhattan Bank is the successor to The Chase Manhattan Bank (National
Association), which was the signatory as trustee to the Indenture.
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 (the "Code"), 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 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 or partnership created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States federal income taxation regardless
of its source. For taxable years beginning after December 31, 1996, a trust will
be a "United States person" only if the trust 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.
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TAXATION
The following are general summaries of certain Argentine tax and United
States federal income tax consequences relating to the acquisition, ownership
and disposition of the Securities of any series.
The applicable Prospectus Supplement may set forth additional tax
considerations relevant to the Securities of any series.
The following summaries are based upon the provisions of laws (including, in
the case of Argentina, the Argentine Income Tax Law and, in the case of the
United States, the Code and regulations, rulings and judicial decisions as of
the date of this Prospectus, and such laws, regulations, rulings and judicial
decisions may be repealed, revoked or modified so as to result in Argentine or
United States tax consequences different from those summarized below.
PROSPECTIVE PURCHASERS OF SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE ARGENTINE, UNITED STATES AND OTHER TAX CONSEQUENCES OF THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF THE SECURITIES OF ANY SERIES.
ARGENTINE TAXATION
The following summary of certain Argentine tax considerations relating to
the Securities is based upon the advice of Perez Alati, Grondona, Benites,
Arntsen & Martinez de Hoz (h), Argentine counsel to the Company, Amoco and Amoco
Company.
PAYMENTS OF INTEREST. Except as set forth below, interest payments
(including accretions of original issue discount) on the Securities will be
exempt from Argentine income tax provided that the Securities are issued in
accordance with the Negotiable Obligations Law and qualify for tax exempt
treatment under Article 36 of such Law. Under this Article, interest on the
Securities will be exempt if the following conditions (the "Article 36
Conditions") are satisfied:
(a) the Securities are placed through a public offering authorized by
the CNV;
(b) the proceeds of the offering are used by the Company for (i) working
capital purposes within Argentina, (ii) investments in physical assets
located in Argentina, (iii) refinancing of indebtedness and other
liabilities, and/or (iv) contributions to the capital of a controlled or
affiliated corporation, provided the latter uses the proceeds of such
contribution for the purposes specified in clauses (i), (ii) and/or (iii);
and
(c) the Company provides evidence to the CNV that the proceeds of the
offering have been used for the purposes described in (b) above.
The Securities will be issued in compliance with all of the Article 36
Conditions and the CNV has authorized the public offering of the Securities by
Resolution No. 10,982.
If the Company does not comply with the Article 36 Conditions, Article 38 of
the Negotiable Obligations Law provides that the Company will be responsible for
the payment of any taxes on interest received by the Holders. In such event, the
Holders shall receive the full amount of interest provided for in the Securities
without any deduction or withholding of Argentine income taxes.
Decree No. 1076/92, as amended by Decree No. 1157/92, ratified by Law No.
24,307 (the "Decree"), eliminated the exemption described above in the case of
Holders which are subject to Title VI of the Argentine Income Tax Law (in
general, entities organized or incorporated under Argentine law, Argentine
branches of foreign entities, sole proprietorships and individuals carrying on
certain commercial activities in Argentina ("Argentine Entities")). As a result
of the Decree, interest paid to Argentine Entities is subject to withholding as
prescribed by Argentine tax regulations. Argentine Entities must, in the case of
the Securities of any series, hold Securities in the form of one or more
definitive Registered Securities and not in the form of Bearer Securities or
interests in Global Bearer Securities or Global Registered Securities.
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INCOME TAX ON CAPITAL GAINS. Resident and nonresident individuals and
corporations and other entities which are not organized or incorporated in
Argentina and which do not have a permanent establishment in Argentina are not
subject to taxation on capital gains derived from the sale or other disposition
of the Securities if the Article 36 Conditions have been satisfied. As a result
of the Decree, Argentine Entities are subject to tax on capital gains on the
sale or other disposition of the Securities as prescribed by Argentine tax
regulations.
INDIVIDUAL ASSET TAX. Individuals (I.E., natural persons) and undistributed
testamentary estates of individuals (whether or not citizens of, or resident in,
Argentina) that are deemed to be the "direct owners" of Securities will be
subject to a one-half of one percent (0.5%) individual asset tax on the market
value of their holdings of such Securities as of December 31 of each year.
Corporations and other entities organized or incorporated in Argentina and
Argentine branches and permanent establishments of corporations and other
entities not organized or incorporated in Argentina generally will not be
subject to the individual asset tax with respect to their holdings of
Securities.
Securities held as of December 31 of each year by corporations and other
entities which are not organized or incorporated in Argentina (other than the
Argentine branches and permanent establishments thereof) will generally be
conclusively presumed to be directly owned by individuals or undistributed
estates and, accordingly, subject to the individual asset tax. However, such a
non-Argentine corporation or other entity will not be subject to the individual
asset tax if (i) the Securities held by such corporation or other entity are
authorized by the CNV for public offering in Argentina and "traded" in one or
more Argentine or non-Argentine securities markets, or (ii) the capital stock of
such corporation or other entity is not in bearer form, or (iii) the principal
activity of such corporation or other entity does not consist of investing
outside its jurisdiction of organization or incorporation AND such corporation
or other entity is not generally restricted from doing business in its
jurisdiction of organization or incorporation or (iv) such corporation or other
entity is an exempt entity (I.E., insurance company, pension fund, open-ended
mutual fund or bank or financial institution organized in a country in which the
relevant central bank applies the standards approved by the Basle Convention).
In the case of non-Argentine corporations and other entities subject to the
individual asset tax, the tax will be applied at a tax rate of one percent
(1.0%) and the Company will be responsible as a substitute obligor for paying
such tax. In the event that a non-Argentine corporation or other entity holding
Securities is exempt from the individual asset tax for any reason other than the
fact that the Securities are authorized by the CNV for public offering in
Argentina and traded, the Company will nevertheless be responsible for paying
the tax unless the Company actually obtains on a timely basis certifications as
to the non-taxable or exempt status of such corporation or other entity.
The individual asset tax law and related regulations have not yet been
extensively interpreted or applied by the Argentine tax authorities or courts,
and, accordingly, certain aspects of such law remain unsettled. It remains
unclear, for example, whether the references to "direct" ownership refer only to
record ownership (including ownership by a Depository) or extend to beneficial
ownership. In addition, the concept of "trading", as used in the law in relation
to non-Argentine corporations and other entities, has not developed, leaving it
unclear whether such term refers to actual and ongoing trading, periodic trading
or merely consummation of an offering of Securities within or outside Argentina.
There can be no assurances concerning the interpretation or application of these
and other provisions of the law and related regulations by the tax authorities
and courts.
The Argentine tax authorities have not implemented any mechanisms to collect
the individual asset tax from individuals or undistributed estates which are not
resident in Argentina. The tax authorities have, in effect, imposed on the
Argentine issuers (in this case, the Company) the responsibility to pay the tax
payable with respect to Argentine securities (in this case, the Securities)
owned by non-Argentine corporations and other entities. Although the Company
could seek reimbursement (by means of withholding against payments on Securities
or otherwise) from such non-Argentine corporations and other
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entities for any individual asset tax paid by it, the Company will, to extent
provided in respect of the Securities of a series (and indicated in the
applicable Prospectus Supplement), not seek such reimbursement and pay and
indemnify the Holders from and against any such tax imposed or paid in respect
of the Holders.
If the Company becomes obligated to pay or indemnify Holders from or against
any Argentine individual asset tax in respect of the Securities of a series,
such Securities may, in certain circumstances, be subject to redemption at the
option of the Company. See "Description of Securities--Redemption for Tax
Reasons".
OTHER TAXES. All transactions related to the issuance, offer, sale,
transfer, payment of principal and/ or interest or redemption of the Securities
are exempt from Argentine value added tax if the Article 36 Conditions are
satisfied.
In the event that it becomes necessary to institute enforcement proceedings
in relation to the Company in Argentina, a court tax (currently at a rate of
three percent) will be imposed on the amount of any claim brought before the
Argentine courts sitting in the City of Buenos Aires.
UNITED STATES FEDERAL INCOME TAXATION
The following is a general summary of certain United States federal income
tax considerations relating to the Securities.
As used herein, a "United States Holder" of a Security means a Holder that
is a "United States person" (as is defined under "Limitations on Issuance of
Bearer Securities"). A "Non-United States Holder" is a Holder that is not a
United States Holder.
The summary deals only with Securities that are held as capital assets by
United States Holders and does not address special situations, such as those of
dealers in securities or currencies, financial institutions, life insurance
companies, persons holding Securities as a part of a hedging or conversion
transaction or a straddle or United States Holders whose "functional currency"
is not the U.S. dollar, in each case except as otherwise noted. In addition, the
summary assumes that the Securities are not sold at an original issue discount
or denominated in a currency or currency unit other than U.S. dollars. Any
special United States federal income tax considerations relevant to the
Securities of any series will be set forth in the applicable Prospectus
Supplement.
PAYMENTS OF INTEREST. Interest on a Security will generally be taxable to a
United States Holder as ordinary income from domestic sources at the time it is
paid or accrued in accordance with the United States Holder's method of
accounting for tax purposes.
MARKET DISCOUNT. If a United States Holder purchases a Security for an
amount that is less than its principal amount, such difference will be treated
as "market discount" for United States federal income tax purposes, unless such
difference is less than a specified DE MINIMIS amount. Under the market discount
rules, a United States Holder will be required to treat any principal payment
on, or any gain on the sale, exchange, retirement or other disposition of, a
Security as ordinary income to the extent of the market discount which has not
previously been included in income and is treated as having accrued on such
Security at the time of such payment or disposition. In addition, the United
States Holder may be required to defer, until the maturity of the Security or
its earlier disposition in a taxable transaction, the deduction of all or a
portion of the interest expense on any indebtedness incurred or continued to
purchase or carry such Security.
Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Security, unless the
United States Holder elects to accrue on a constant interest method. A United
States Holder of a Security may elect to include market discount in income
currently as it accrues (on either a ratable or constant interest method), in
which case the rule described above regarding deferral of interest deductions
will not apply. This election to include
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market discount in income currently, once made, applies to all market discount
obligations acquired on or after the first taxable year to which the election
applies and may not be revoked without the consent of the United States Internal
Revenue Service (the "IRS").
AMORTIZABLE BOND PREMIUM. A United States Holder that purchases a Security
for an amount in excess of the sum of all principal amounts payable on the
Security after the purchase date will be considered to have purchased the
Security at a "premium".
A United States Holder generally may elect to amortize the premium over the
remaining term of the Security on a constant yield method. The amount amortized
in any year will be treated as a reduction of the United States Holder's
interest income from the Security. Bond premium on a Security held by a United
States Holder that does not make such an election will decrease the gain or
increase the loss otherwise recognized on disposition of the Security. The
election to amortize premium on a constant yield method once made applies to all
debt obligations held or subsequently acquired by the electing United States
Holder on or after the first day of the first taxable year to which the election
applies and may not be revoked without the consent of the IRS.
Proposed Treasury regulations issued on June 27, 1996 would clarify the
treatment of bond premium. Among the provisions contained in the proposed
regulations is a provision that generally provides that premium may be amortized
to offset interest income only as a United States Holder takes the stated
interest into account under the Holder's regular accounting method. Moverover,
the proposed Treasury regulations generally provide that in the case of
instruments that provide for alternative payment schedules, bond premium is
calculated by assuming that both the Company and the Holder will exercise or not
exercise options in a manner that maximizes the Holder's yield. If adopted, the
regulations would be effective for debt instruments acquired on or after the
date 60 days after the date final regulations are published in the Federal
Register. However, if a United States Holder elects to amortize bond premium for
the taxable year containing such effective date, the proposed Treasury
regulations would apply to all the United States Holder's debt instruments held
on or after the first day of that taxable year.
SALE, EXCHANGE AND RETIREMENT OF SECURITIES. A United States Holder's tax
basis in a Security will, in general, be the United States Holder's cost
therefor, increased by market discount previously included in income by the
United States Holder and reduced by any amortized premium. Upon the sale,
exchange or retirement of a Security, a United States Holder will recognize gain
or loss equal to the difference between the amount realized upon the sale,
exchange or retirement (less any accrued interest, which will be taxable as
such) and the adjusted tax basis of the Security. Except with respect to gain
attributable to market discount, such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if at the time of sale, exchange or
retirement the Security has been held for more than one year. Under current law,
net capital gains of individuals are, under certain circumstances, taxed at
lower rates than items of ordinary income. The deductibility of capital losses
is subject to limitations.
NON-UNITED STATES HOLDERS. Under current United States federal income and
estate tax law, and subject to the discussion below concerning backup
withholding:
(a) no withholding of United States federal income tax will be required
with respect to the payment by the Company or any Paying Agent of principal
or interest on a Security owned by a Non-United States Holder, provided (i)
that the beneficial owner does not actually or constructively own ten
percent or more of the total combined voting power of all classes of stock
of the Company entitled to vote within the meaning of Section 871(h)(3) of
the Code and the regulations thereunder, (ii) the beneficial owner is not a
controlled foreign corporation that is related to the Company through stock
ownership, (iii) the beneficial owner is not a bank whose receipt of
interest on a Security is described in Section 881(c)(3)(A) of the Code and
(iv) in the case of a Registered Security, the beneficial owner satisfies
the statement requirement (described generally below) set forth in Section
871(h) and Section 881(c) of the Code and the regulations thereunder;
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(b) no withholding of United States federal income tax will be required
with respect to any gain or income realized by a Non-United States Holder
upon the sale, exchange or retirement of a Security; and
(c) a Security beneficially owned by an individual who at the time of
death is a Non-United States Holder will not be subject to United States
federal estate tax as a result of such individual's death, provided that
such individual does not actually or constructively own ten percent or more
of the total combined voting power of all classes of stock of the company
entitled to vote within the meaning of Section 871(h)(3) of the Code and
provided that the interest payments with respect to such Security would not
have been, if received at the time of such individual's death, effectively
connected with the conduct of a United States trade or business by such
individual.
To satisfy the statement requirement referred to in clause (a)(iv) above,
the beneficial owner of such Security, or a financial institution holding the
Security on behalf of such owner, must provide, in accordance with specified
procedures, a paying agent of the Company with a statement to the effect that
the beneficial owner is not a United States person. Pursuant to current
temporary Treasury regulations, these requirements will be met if (1) the
beneficial owner provides his or her name and address, and certifies, under
penalties of perjury, that he or she is not a United States person (which
certification may be made on an IRS Form W-8 (or successor form) or (2) a
financial institution holding the Security on behalf of the beneficial owner
certifies, under penalties of perjury, that such statement has been received by
it and furnishes a paying agent with a copy thereof.
Payments to Non-United States Holders not meeting the requirements of
paragraph (a) above and thus subject to withholding of United States federal
income tax may nevertheless be exempt from such withholding if the beneficial
owner of the Security provides the Company with a properly executed (1) IRS Form
1001 (or successor form) claiming an exemption from withholding under the
benefit of a tax treaty or (2) IRS Form 4224 (or successor form) stating that
interest paid on the Security is not subject to withholding tax because it is
effectively connected with the owner's conduct of a trade or business in the
United States.
If a Non-United States Holder is engaged in a trade or business in the
United States and premium, if any, or interest on the Securities is effectively
connected with the conduct of such trade or business, the Non-United States
Holder, although exempt from the withholding tax discussed above, will be
subject to United States federal income tax on such interest on a net income
basis in the same manner as if it were a United States Holder. In addition, if
such Holder is a foreign corporation, it may be subject to a branch profits tax
equal to 30% of its effectively connected earnings and profits for the taxable
year, subject to adjustments. For this purpose, such premium, if any, and
interest on the Securities will be included in such foreign corporation's
earnings and profits.
Any gain or income realized upon the sale, exchange, retirement or other
disposition of the Securities generally will not be subject to United States
federal income tax unless (i) such gain or income is effectively connected with
a trade or business in the United States of the Non-United States Holder, or
(ii) in the case of a Non-United States Holder who is an individual, such
individual is present in the United States for 183 days or more in the taxable
year of such sale, exchange, retirement or other disposition, and certain other
conditions are met.
BACKUP WITHHOLDING AND INFORMATION REPORTING. In general, information
reporting requirements will apply to certain payments of principal, interest,
and premium paid on Securities and to the proceeds of sale of a Security made to
United States Holders other than certain exempt recipients (such as
corporations). A thirty-one percent (31%) backup withholding tax will apply to
such payments if the United States Holder fails to provide a taxpayer
identification number or certification of foreign or other exempt status or
fails to report in full dividend and interest income.
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No information reporting or backup withholding will be required with respect
to payments made by the Company or any paying agent to Non-United States Holders
if a statement described in clause (a)(iv) under "Non-United States Holders"
above has been received and the payor does not have actual knowledge that the
beneficial owner is a United States person.
In addition, backup withholding and information reporting will not apply if
payments of the principal, interest, or premium on a Security are paid or
collected by a foreign office of a custodian, nominee or other foreign agent on
behalf of the beneficial owner of such Security, or if a foreign office of a
broker (as defined in applicable Treasury regulations) pays the proceeds of the
sale of a Security to the owner thereof. If, however, such nominee, custodian,
agent or broker is, for United States federal income tax purposes, a U.S.
person, a controlled foreign corporation or a foreign person that derives fifty
percent or more of its gross income for certain periods from the conduct of a
trade or business in the United States, such payments will not be subject to
backup withholding but will be subject to information reporting, unless (1) such
custodian, nominee, agent or broker has documentary evidence in its records that
the beneficial owner is not a United States person and certain other conditions
are met or (2) the beneficial owner otherwise establishes an exemption.
Temporary Treasury regulations provide that the Treasury is considering whether
backup withholding will apply with respect to such payments of principal,
interest or the proceeds of a sale that are not subject to backup withholding
under the current regulations. Under proposed Treasury regulations not currently
in effect backup withholding will not apply to such payments absent actual
knowledge that the payee is a United States person.
Payments of principal, interest, and premium on a Security paid to the
beneficial owner of a Security by a United States office of a custodian, nominee
or agent, or the payment by the United States office of a broker of the proceeds
of sale of a Security, will be subject to both backup withholding and
information reporting unless the beneficial owner provides the statement
referred to in clause (a)(iv) above and the payor does not have actual knowledge
that the beneficial owner is a United States person or otherwise establishes an
exemption.
Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against such holder's U.S. federal income tax liability
provided the required information is furnished to the IRS.
PLAN OF DISTRIBUTION
The Company may sell the Securities 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 (v) through a combination of any such methods of sale.
Securities 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
Securities in respect of 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 three business days or less). Any such agent may be
deemed to be an underwriter, as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), of the Securities so offered and sold.
Agents may be entitled under agreements which may be entered into with the
Company and the Guarantors to indemnification by the Company and the Guarantors
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company or the Guarantors in the ordinary course of business.
If any underwriter or underwriters are utilized in the sale of the
Securities, the Company and the Guarantors 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
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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
Securities 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 and the Guarantors against certain liabilities,
including liabilities under the Securities Act. Chase Securities Inc., Citicorp
Securities, Inc., Morgan Stanley & Co. Incorporated and/or other underwriters
named in the Prospectus Supplement may act as managing underwriter with respect
to an offering of Securities effected through underwriters. Only underwriters
named in the Prospectus Supplement are deemed to be underwriters in connection
with the Securities offered thereby, and if any of Chase Securities Inc.,
Citicorp Securities, Inc. and Morgan Stanley & Co. Incorporated is not named in
the Prospectus Supplement, it will not be a party to the underwriting agreement
relating to such Securities, it will not be purchasing any such Securities from
the Company in connection with such offering and it will have no direct or
indirect participation in the underwriting of such Securities, although it may
participate in the distribution of such Securities under circumstances where it
may be entitled to a dealer's commission.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities 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 and
the Guarantors, to indemnification by the Company and the Guarantors against
certain liabilities, including liabilities under the Securities Act. The name of
the dealer and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
Offers to purchase Securities 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 relating to a series of
Securities which provides Holders with the option to cause the Company to repay
said Securities prior to maturity under specified circumstances, the Company,
Amoco and Amoco Company may reserve the right to elect, with respect to any
Securities which Holders have surrendered for repayment, to designate a
purchaser which will purchase the Securities at a price equal to their repayment
price. The purchaser may resell or otherwise dispose of the Securities so
purchased. By surrendering the Securities for repayment, the Holders consent to
sell the Securities to any such purchaser. If such purchaser fails to purchase
any Securities, the Company will repay the Securities on the specified repayment
date. If a purchaser is designated, the procedures for surrendering any
Securities and for repayment will be determined by mutual agreement among the
Company, Amoco, Amoco Company, such purchaser, the Trustee and any paying or
escrow agent and will be set forth in the Prospectus Supplement.
The Securities may be publicly offered in Argentina only by the Company or
agents, underwriters or dealers registered as agents under Article 6(d) of
Argentine Law No. 17,811, as amended.
The place and time of delivery of the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
LEGAL OPINIONS
The validity of the Securities and Guarantees offered hereby will be passed
upon for the Company, Amoco and Amoco Company by Daniel B. Pinkert, General
Attorney-Corporate of Amoco and Vice President and Assistant Secretary of Amoco
Company. As of December 31, 1996, 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
16,700 shares of common stock of Amoco. The validity of the Securities and the
Guarantees will also be passed upon for the
36
<PAGE>
Company, Amoco and Amoco Company by Perez Alati, Grondona, Benites, Arntsen &
Martinez de Hoz (h), Argentine counsel for the Company, Amoco and Amoco Company.
Certain matters of U.S. Federal and New York law regarding the issuance of
the Securities 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. Certain
matters of Argentine law regarding the issuance of the Securities and the
Guarantees will be passed upon for underwriters and certain other purchasers by
Hope, Duggan & Silva, Buenos Aires, Argentina.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Amoco 1995 Form 10-K have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
37
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE GUARANTORS OR THE UNDERWRITERS. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR THE GUARANTORS SINCE SUCH DATE.
- ------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
<S> <C>
Recent Developments S-2
Use of Proceeds S-2
Description of Securities Due 2007 S-2
Underwriting S-6
PROSPECTUS
Available Information 2
Incorporation of Certain Documents by
Reference 2
The Company 4
Amoco Corporation 4
Amoco Company 4
Ratios of Earnings to Fixed Charges 5
Selected Financial Data 5
Use of Proceeds 7
Description of Securities 8
Limitations on Issuance of Bearer
Securities 29
Taxation 30
Plan of Distribution 35
Legal Opinions 36
Experts 37
</TABLE>
Prospectus Supplement
AMOCO ARGENTINA OIL COMPANY
ARGENTINE BRANCH
U.S.$100,000,000
% GUARANTEED NEGOTIABLE OBLIGATIONS DUE 2007
UNCONDITIONALLY AND IRREVOCABLY
GUARANTEED BY
AMOCO CORPORATION AND
AMOCO COMPANY
[LOGO]
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
MORGAN STANLEY & CO.
INCORPORATED
Dated February , 1997
