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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-170-2
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
900 Circle 75 Parkway, Suite 550
Atlanta, GA 30339-3098
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
AMOCO CORPORATION
200 East Randolph Drive
Chicago, Illinois 60601
Telephone 312-856-6111
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SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
By Amoco Fabrics and Fibers Company
Plan Administrator
Date: By F. G. Andrusko
June 6, 1997 F. G. Andrusko
President
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Amoco Fabrics and Fibers Company
In our opinion, the accompanying statement of net assets
available for benefits and the related statement of changes in
net assets available for benefits present fairly, in all
material respects, the net assets available for benefits of
the Amoco Fabrics and Fibers Company Salaried 401(k) Savings
Plan at December 31, 1996, and the changes in net assets
available for benefits for the year ended December 31, 1996,
in conformity with generally accepted accounting principles.
These financial statements are the responsibility of Amoco
Fabrics and Fibers Company's management; our responsibility is
to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 6, 1997
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
(thousands of dollars)
Assets
Investment in Amoco Fabrics and Fibers Company
Master Trust $ 6,578
Total assets 6,578
Liabilities --
Net assets available for benefits $ 6,578
The accompanying notes are an integral part of these
statements.
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
(thousands of dollars)
Additions of assets attributed to:
Income from investment in Amoco Fabrics
and Fibers Company Master Trust $ 707
Employee contributions 2,801
Employer contributions 1,101
Rollover contributions 20
Plan transfers 2,067
Total additions 6,696
Deductions of assets attributed to:
Distributions to participants (118)
Net increase in plan assets during the year 6,578
Net assets available for plan benefits:
Beginning of year --
End of year $ 6,578
The accompanying notes are an integral part of these
statements.
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
Amoco Fabrics and Fibers Company (the "Company")
established the Amoco Fabrics and Fibers Company Salaried
401(k) Savings Plan effective January 1, 1996 (the "Plan").
Also, on January 1, 1996, the Amoco Fabrics and Fibers Company
Master Trust (the "Master Trust") was established. The Master
Trust holds the assets of the Plan and the Amoco Fabrics and
Fibers Company Hourly 401(k) Savings Plan (the "Hourly 401(k)
Plan"). The trustee for the Master Trust, the Plan and the
Hourly 401(k) Plan is Bankers Trust Company, a New York
banking corporation (the "Trustee"). The Plan and the Hourly
401(k) Savings Plan have the same investment funds.
Investments in each of the investment funds by participants in
the Plan are commingled with the investments in each of the
investment funds of the Hourly 401(k) Plan by participants in
that plan.
The purpose of the Plan is to encourage eligible
employees to regularly save part of their earnings and to
assist them in accumulating additional security for their
retirement. The Plan provides that both employee and Company
contributions will be held in a trust by an independent
trustee for the benefit of participating employees. The
Company reserves the right to amend or terminate the Plan at
any time. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Under the Plan, participating employees can invest a
total of 16 percent of pre-tax earnings. The first six percent
will be matched by the Company at a rate of $.50 for every
$1.00 contributed by the employee. Company contributions are
initially invested in the Amoco Stock Fund.
There were 786 participants in the Plan at December 31,
1996, out of a total of 823 eligible participants.
Participants are fully vested in their contributed accounts.
Vesting in Company contribution accounts is dependent upon
specific criteria as described in the Plan document. Forfeited
Company contributions are used to reduce matching Company
contributions or to offset administrative expenses.
The contributions are invested in up to four savings
options as determined by participants. The participant can
direct the Trustee to invest in one or more of the following
options: Amoco Stock Fund; Equity Index Fund; Money Market
Fund; and Balanced Fund.
NOTES TO FINANCIAL STATEMENTS (continued)
Trustee fees, brokerage commissions, and other
transaction fees and expenses related to the Amoco Stock Fund,
the Equity Index Fund, the Money Market Fund and the Balanced
Fund are generally paid out of those respective funds. As a
result, the returns on those investments are net of the fees
and expenses of the managers of these funds and certain other
brokerage commissions and other fees and expenses incurred in
connection with those investment elections. Administrative
fees were paid out of the Plan trust or paid by the Company in
accordance with terms of the Plan.
Amoco Stock Fund
Amoco Stock Fund's primary investment objective is to
purchase shares of Amoco Corporation ("Amoco") common stock,
which have no par value. Amounts not invested in Amoco common
stock are held as cash or are used to purchase short-term
investments or invest in short-term investment funds of the
Trustee. Dividends paid on Amoco common stock held in the
Amoco Stock Fund are used primarily to purchase additional
shares of Amoco common stock or to meet the cash demands of
the Amoco Stock Fund.
The percentage of assets of the Amoco Stock Fund in
investments other than Amoco common stock under normal
circumstances is less than 5 percent. However, this figure may
change as transactions are made and may be substantially
higher or lower at a given time. On December 31, 1996, the
percentage of investments in Amoco common stock was 98
percent.
Shares of common stock held in the fund and dividends and
other distributions on common stock are not specifically
allocated to participant accounts. Instead, each participant's
investment in the Amoco Stock Fund is based on the proportion
of his or her investment in the fund to all Plan participants.
The Directed Trustee of the Amoco Stock Fund is Bankers Trust
Company.
Equity Index Fund
Amounts invested in the Equity Index Fund are placed in
the Bankers Trust Pyramid Funds, which are managed by Bankers
Trust Company. The goal of the fund is to create a portfolio
of stocks that will track the Standard & Poor's ("S&P") 500
Index return with minimum deviations. The portfolio strategy
provides for the purchase of stocks representing over 95-97
percent of the pro rata weighted market values of the S&P 500
Index. As of December 31, 1996, the Equity Index Fund
represented 99.5 percent of the pro
NOTES TO FINANCIAL STATEMENTS (continued)
rata weighted market values of the S&P 500 Index. In order to
reduce costs, transactions are made only to reproduce the
composition of the index, to invest cash received from
dividends or buyouts, to invest additions to the fund and to
raise cash for withdrawals.
Money Market Fund
The investment objective of the fund is to provide higher
returns than typical money market funds provide while
preserving capital. Amounts invested in the Money Market Fund
are used to purchase units of the BT Cash Management Fund.
Assets of the fund are held in cash or in high quality short-
term securities, including commercial paper, corporate notes
and bonds, banking securities, United States Treasury and
Agency securities, collateralized repurchase agreements, asset-
backed securities, and foreign currency-denominated debt
securities. The portfolio guidelines state that all
investments must meet the fund's high credit standards,
carrying ratings of A1/P1 or higher. The portfolio's average
maturity is maintained at 120 days or less. The manager of the
fund, Bankers Trust Company, has the responsibility of
purchasing the selection of securities for the fund.
Balanced Fund
Amounts invested in the Balanced Fund are used to
purchase shares of the Bankers Trust Pyramid Asset Management
Fund. The goal of the Balanced Fund is to provide the investor
with above-average long-term returns while minimizing downside
risk through an actively managed portfolio of equity
securities, bonds, and money market instruments using targeted
portfolio weights and asset policy ranges. The fund's
strategic investment allocation is 55 percent stocks, 35
percent bonds, and 10 percent money market instruments. The
asset policy ranges identify the limits within which the
investment manager, Bankers Trust Company, determines the
actual portfolio proportions.
2. Summary of Significant Accounting Policies:
Method of Accounting
The financial statements of the Plan are prepared under
the accrual method of accounting.
Investment Valuation
All investments of the funds are stated at fair value
generally as determined by quoted market prices. Realized
gains and losses are recognized upon the disposition of
investments by comparing the proceeds to the average cost.
Average cost is
NOTES TO FINANCIAL STATEMENTS (continued)
calculated as the weighted average of the fair value of the
disposed securities at the beginning of the year or
acquisition cost if acquired during the year. In accordance
with the policy of stating investments at fair market value,
unrealized appreciation or depreciation of the market value of
investments for the year, if any, are calculated as fair
market value at the end of the year less fair market value at
the beginning of the year, or if acquired during the year,
acquisition cost.
Allocation of Master Trust Assets and Transactions
In order to preserve, for participating plans, an
interest in the combined assets of the Master Trust, the
Trustee determines computed shares in the Master Trust for
each plan. Current month's Master Trust investment
transactions are allocated based on each plan's computed
shares in the Master Trust at the end of the prior month,
adjusted for current month's contributions less benefit
payments to participants. These allocated amounts are then
added to or subtracted from the prior month's computed shares
to determine computed shares at the end of the month. Master
Trust investment transactions allocated to the Plan include
dividend and interest income, gains and losses on sales of
investments and unrealized appreciation or depreciation of
investments.
Contributions
Company and participant contributions are made and
recorded during the periods in which the Company processes
payroll.
Estimates in Financial Statements
The preparation of financial statements in conformity
with generally accepted accounting principles requires
estimates and assumptions that affect certain reported
amounts. Actual results may differ in some cases from the
estimates.
3. Participant Loans:
Participants are eligible to borrow from their account
balances in the Plan. Loans are made in the form of cash and
the amount may not exceed the lesser of 50 percent of the
market value of the total vested accounts or $50,000 less the
highest loan balance outstanding during the preceding twelve
months. The participant must execute a promissory note to take
out a loan and the maximum time period for a loan repayment is
fifty-four months. Interest rates are fixed for the duration
of the loan and charged on the unpaid balance. The interest
rate charged is the prime rate as reported by the Wall Street
Journal on the next to the last business day of the month
preceding the month the participant applies for the loan.
Repayment of loan principal and interest is generally made by
payroll deductions and credited to the participant's accounts.
NOTES TO FINANCIAL STATEMENTS (continued)
4. Taxes:
The Company and Trustee believe that the Plan qualifies
under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Company believes that the related
Master Trust is exempt from Federal income taxes under Section
501(a) of the Code. During 1997, the Company plans to file for
a ruling from the Internal Revenue Service that the Plan and
related Master Trust, as amended as of the date of such
request, qualify under Sections 401(a) and 501(a) of the Code,
respectively. The Company reserves the right to make any
amendments necessary to maintain the continued qualified
status of the Plan and Master Trust.
5. Withdrawals and Forfeitures:
Distributions to participants are reported at market
value at the date of distribution. For the year ended December
31, 1996, the balance of participants' accounts withdrawn,
expressed in thousands of dollars, totaled $125. Disbursements
in cash or securities in settlement of such accounts amounted
to $118. The difference of $7 represented the total amount of
Company contributions forfeited during that period.
6. Plan Transfers:
Plan transfers occur when eligible participants in the
Plan remain with Amoco Fabrics and Fibers Company and change
job classifications to or from a "salaried employee" from or
to an "hourly employee" as defined in the Plan document. For
the year ended December 31, 1996, the Plan transfers,
expressed in thousands of dollars, amounted to $2,067 from the
Hourly 401(k) Plan to the Plan.
7. The Master Trust and Plan Fund Information:
As described in Note 1, the Plan's trust agreement
permits the commingling for investment purposes of Plan assets
with those of the Hourly 401(k) Plan in the Master Trust. The
Trustee determines the Plan's proportionate share of trust
assets and related changes in trust assets, as described in
Note 2, and such amounts are reflected in the Plan's
statements of net assets available for plan benefits and of
change in net assets available for plan benefits. At December
31, 1996, the Plan's interest in the total investment of
assets of the Master Trust was approximately 33 percent. At
January 1, 1996, the Plan was established and therefore, at
the beginning of the year, the Plan's interest in the total
investment of assets of the Master Trust was zero percent.
NOTES TO FINANCIAL STATEMENTS (continued)
The following tables present, within the various
investment funds, the net assets available for benefits held
by the Master Trust as of December 31, 1996, the changes in
net assets available for benefits held by the Master Trust for
the year then ended, the net assets available for benefits of
the Plan as of December 31, 1996 and the changes in the net
assets available for benefits of the Plan for the year then
ended.
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AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
AS OF DECEMBER 31, 1996
(thousands of dollars)
Amoco Stock Fund
Amoco Corporation common stock, at market value;
136,377 shares(cost -- $8,852) $10,995
Cash equivalents 236
Interest, dividends, and other receivables(payables) (171)
Total 11,060
Equity Index Fund
BT Pyramid Fund at market value; 213,536 shares
(cost -- $2,758) 3,526
Cash equivalents 15
Total 3,541
Money Market Fund
Cash equivalents 1,363
Total 1,363
Balanced Fund
BT Pyramid Asset Management Fund, at market
value; 233,868 shares (cost -- $2,458) 2,797
Cash equivalents 9
Total 2,806
Cash Disbursements Account and Participant Loans
Amoco Fabrics and Fibers Company Loan Fund 1,466
Cash equivalents 3
Total 1,469
Total Investments $20,239
Liabilities --
Net Assets Available for Benefits $20,239
Summary of Investments by Type:
Amoco Corporation Common Stock $10,995
Shares of Registered Investment Company 6,323
Amoco Fabrics and Fibers Company Loan Fund 1,466
Cash equivalents 1,626
Interest, dividends, and other receivables(payables) (171)
Total Investments $20,239
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AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 1 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1996
(thousands of dollars)
Amoco Equity Money
Stock Index Market
Fund Fund Fund
Additions of assets attributed to:
Employee contributions $ 2,374 $ 1,434 $ 675
Employer contributions 2,129 -- --
Rollover contributions 8 12 --
Forfeitures (net) (54) (1) --
Realized gains on sales of
investments -- 43 --
Change in unrealized
appreciation in fair
value of investments 1,198 424 --
Interest and dividends 288 82 56
Participant loans (net) (286) (152) (79)
Interfund transfers (net) (91) 62 50
Total additions 5,566 1,904 702
Deductions of assets attributed to:
Administrative expenses (39) (9) (3)
Distributions to participants (460) (180) (165)
Total deductions (499) (189) (168)
Net increase in plan
assets during the year 5,067 1,715 534
Net assets available for
plan benefits:
Beginning of year 5,993 1,826 829
End of year $11,060 $ 3,541 $ 1,363
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AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 2 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1996
(thousands of dollars)
Cash
Disbursements
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Employee contributions $ 1,012 $ -- $ 5,495
Employer contributions -- -- 2,129
Rollover contributions 1 -- 21
Forfeitures (net) -- 55 --
Realized gains on sales of
investments 18 -- 61
Change in unrealized
appreciation in fair
value of investments 178 -- 1,800
Interest and dividends 153 96 675
Participant loans (net) (142) 659 --
Interfund transfers (net) (21) -- --
Total additions 1,199 810 10,181
Deductions of assets attributed to:
Administrative expenses (7) (55) (113)
Distributions to participants (147) (107) (1,059)
Total deductions (154) (162) (1,172)
Net increase in plan
assets during the year 1,045 648 9,009
Net assets available for
plan benefits:
Beginning of year 1,761 821 11,230
End of year $ 2,806 $ 1,469 $20,239
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
AS OF DECEMBER 31, 1996
(thousands of dollars)
Assets
Investment in Master Trust:
Amoco Stock Fund $ 3,899
Equity Index Fund 1,365
Money Market Fund 336
Balanced Fund 787
Cash Disbursements and Participant
Loans Accounts 191
Total assets 6,578
Liabilities --
Net assets available for benefits $ 6,578
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 1 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1996
(thousands of dollars)
Amoco Equity Money
Stock Index Market
Fund Fund Fund
Additions of assets attributed to:
Income from investment in
Master Trust $ 463 $ 153 $ 9
Employee contributions 1,332 835 222
Employer contributions 1,101 -- --
Rollover contributions 8 12 --
Participant loans (net) (37) (29) (6)
Plan transfers 1,122 389 110
Interfund transfers (net) (30) 25 22
Total additions 3,959 1,385 357
Deductions of assets attributed to:
Distributions to participants (60) (20) (21)
Net increase in plan
assets during the year 3,899 1,365 336
Net assets available for
plan benefits:
Beginning of year -- -- --
End of year $ 3,899 $ 1,365 $ 336
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 2 OF 2)
FOR THE YEAR ENDED DECEMBER 31, 1996
(thousands of dollars)
Cash
Disbursements
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Income from investment in
Master Trust $ 74 $ 8 $ 707
Employee contributions 412 -- 2,801
Employer contributions -- -- 1,101
Rollover contributions -- -- 20
Participant loans (net) (20) 92 --
Plan transfers 348 98 2,067
Interfund transfers (net) (17) -- --
Total additions 797 198 6,696
Deductions of assets attributed to:
Distributions to participants (10) (7) (118)
Net increase in plan
assets during the year 787 191 6,578
Net assets available for
plan benefits:
Beginning of year -- -- --
End of year $ 787 $ 191 $ 6,578
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Exhibit 23
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 No. 33-65153 of the Amoco
Fabrics and Fibers Company Salaried 401(k) Savings Plan of our
report dated June 6, 1997 appearing in this Form 11-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 6, 1997
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