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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, 1997
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
HOURLY 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
HOURLY 401(k) SAVINGS PLAN
By Amoco Fabrics and Fibers Company
Plan Administrator
Date: June 15, 1998 By WILLIAM S. JOHNSON
William S. Johnson
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 statements 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 Hourly 401(k) Savings
Plan at December 31, 1997 and 1996, and the changes in net
assets available for benefits for the year ended December 31,
1997, 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 audits. We conducted our audits 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 audits
provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(thousands of dollars)
December 31,
1997 1996
Assets
Investment in Amoco Fabrics and Fibers
Company Master Trust $17,537 $13,661
Total assets 17,537 13,661
Liabilities -- --
Net assets available for benefits $17,537 $13,661
The accompanying notes are an integral part of these
statements.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
(thousands of dollars)
Additions of assets attributed to:
Income from investment in Amoco Fabrics
and Fibers Company Master Trust $ 1,980
Employee contributions 2,665
Employer contributions 979
Total additions 5,624
Deductions of assets attributed to:
Distributions to participants
(1,748)
Net increase in plan assets during the year 3,876
Net assets available for plan benefits:
Beginning of year 13,661
End of year $17,537
The accompanying notes are an integral part of these
statements.
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 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 401(k)
Savings Plan effective January 1, 1994. The plan was amended
and restated effective January 1, 1996 and its name was
changed to Amoco Fabrics and Fibers Company Hourly 401(k)
Savings Plan (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 Salaried 401(k)
Savings Plan (the "Salaried 401(k) Plan"). The trustee for the
Master Trust, the Plan and the Salaried 401(k) Plan is Bankers
Trust Company, a New York banking corporation (the "Trustee").
The Plan and the Salaried 401(k) Plan have the same investment
funds. Investments made by participants in the Plan in each of
the investment funds are commingled with the investments in
each of the investment funds of the Salaried 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 13 percent of pre-tax earnings. The first three
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 3,145 participants in the Plan at December 31,
1997, out of a total of 5,230 eligible participants.
Participants are fully vested in their contributed accounts.
Vesting in Company contribution accounts is dependent upon
specific criteria as
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NOTES TO FINANCIAL STATEMENTS (continued)
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.
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, 1997, 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.
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NOTES TO FINANCIAL STATEMENTS (continued)
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 Equity Index 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 percent of the pro rata weighted market
values of the S&P 500 Index. As of December 31, 1997, the
Equity Index Fund represented 100 percent of the pro 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.
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NOTES TO FINANCIAL STATEMENTS (continued)
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 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, is 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.
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NOTES TO FINANCIAL STATEMENTS (continued)
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.
4. Taxes:
In August, 1995, the Company received a ruling from the
Internal Revenue Service that the Plan, as amended, 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. 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, 1997, the balance of participants' accounts withdrawn,
expressed in thousands of dollars, totaled $1,812.
Disbursements in cash or securities in settlement of such
accounts amounted to $1,748. The difference of $64 represented
the total amount of Company contributions forfeited during
that period.
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NOTES TO FINANCIAL STATEMENTS (continued)
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 an "hourly employee" from or to
a "salaried employee" as defined in the Plan document. For the
year ended December 31, 1997, there were no Plan transfers
from the Plan to the Salaried 401(k) 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 Salaried 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
changes in net assets available for plan benefits. At December
31, 1997 and 1996, the Plan's interest in the total investment
of assets of the Master Trust was approximately 61 percent and
67 percent respectively.
The following tables present, within the various
investment funds, the net assets available for benefits held
by the Master Trust as of December 31, 1997 and 1996, the
changes in net assets available for benefits held by the
Master Trust for the year ended December 31, 1997, the net
assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in the net assets available for
benefits of the Plan for the year ended December 31, 1997.
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AMOCO FABRICS AND FIBERS COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
(thousands of dollars)
As of December 31,
1997 1996
Amoco Stock Fund
Amoco Corporation common stock, at market
value*; 172,702 shares and 136,377
shares, respectively (cost -- $12,087
and $8,852, respectively) $14,701 $10,995
Cash equivalents 254 236
Interest, dividends, and other
receivables(payables) (204) (171)
Total 14,751 11,060
Equity Index Fund
BT Pyramid Fund, at market value; 46,284
shares and 213,536 shares, respectively
(cost -- $4,132 and $2,758, respectively) 5,783 3,526
Cash equivalents -- 15
Total 5,783 3,541
Money Market Fund
Cash equivalents 1,849 1,363
Total 1,849 1,363
Balanced Fund
BT Pyramid Asset Management Fund, at
market value; 296,867 shares and 233,868
shares, respectively (cost -- $3,352 and
$2,458 respectively) 3,946 2,797
Cash equivalents -- 9
Total 3,946 2,806
Cash Disbursements Account and Participant Loans
Amoco Fabrics and Fibers Company Loan Fund 2,384 1,466
Cash equivalents 15 3
Total 2,399 1,469
Total Investments $28,728 $20,239
Liabilities -- --
Net Assets Available for Benefits $28,728 $20,239
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* Amoco Corporation common stock share information is listed
before the 2-for-1 stock split effective March 31, 1998.
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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, 1997
(thousands of dollars)
Amoco Equity Money
Stock Index Market
Fund Fund Fund
Additions of assets attributed to:
Employee contributions $ 2,372 $ 1,457 $ 762
Employer contributions 2,055 -- --
Rollover contributions 1 15 15
Forfeitures (net) (78) -- --
Realized gains on sales of
investments 29 132 --
Change in unrealized
appreciation in fair
value of investments 471 883 --
Interest and dividends 440 283 87
Participant loans (net) (438) (259) (125)
Interfund transfers (net) (7) 100 (33)
Total additions 4,845 2,611 706
Deductions of assets attributed to:
Administrative expenses (32) (7) (2)
Distributions to participants (1,122) (362) (218)
Total deductions (1,154) (369) (220)
Net increase in plan
assets during the year 3,691 2,242 486
Net assets available for
plan benefits:
Beginning of year 11,060 3,541 1,363
End of year $14,751 $ 5,783 $ 1,849
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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, 1997
(thousands of dollars)
Cash
Disbursements
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Employee contributions $ 962 $ -- $ 5,553
Employer contributions -- -- 2,055
Rollover contributions -- -- 31
Forfeitures (net) -- 78 --
Realized gains on sales of
investments 71 -- 232
Change in unrealized
appreciation in fair
value of investments 254 -- 1,608
Interest and dividends 388 152 1,350
Participant loans (net) (185) 1,007 --
Interfund transfers (net) (62) 2 --
Total additions 1,428 1,239 10,829
Deductions of assets attributed to:
Administrative expenses (5) (69) (115)
Distributions to participants (283) (240) (2,225)
Total deductions (288) (309) (2,340)
Net increase in plan
assets during the year 1,140 930 8,489
Net assets available for
plan benefits:
Beginning of year 2,806 1,469 20,239
End of year $ 3,946 $ 2,399 $28,728
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
(thousands of dollars)
As of December 31,
1997 1996
Assets
Investment in Master Trust:
Amoco Stock Fund $ 8,489 $ 7,161
Equity Index Fund 3,109 2,176
Money Market Fund 1,310 1,027
Balanced Fund 2,682 2,019
Cash Disbursements and Participant
Loans Accounts 1,947 1,278
Total assets 17,537 13,661
Liabilities -- --
Net assets available for benefits $17,537 $13,661
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 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, 1997
(thousands of dollars)
Amoco Equity Money
Stock Index Market
Fund Fund Fund
Additions of assets attributed to:
Income from investment in
Master Trust $ 552 $ 740 $ 64
Employee contributions 983 607 517
Employer contributions 979 -- --
Participant loans (net) (307) (190) (101)
Plan transfers 6 46 (22)
Interfund transfers (net) -- (1) (1)
Total additions 2,213 1,202 457
Deductions of assets attributed to:
Distributions to participants (885) (269) (174)
Net increase in plan
assets during the year 1,328 933 283
Net assets available for plan benefits:
Beginning of year 7,161 2,176 1,027
End of year $ 8,489 $ 3,109 $ 1,310
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AMOCO FABRICS AND FIBERS COMPANY
HOURLY 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, 1997
(thousands of dollars)
Cash
Disbursements
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Income from investment in
Master Trust $ 490 $ 134 $ 1,980
Employee contributions 558 -- 2,665
Employer contributions -- -- 979
Participant loans (net) (151) 749 --
Plan transfers (30) -- --
Interfund transfers (net) -- 2 --
Total additions 867 885 5,624
Deductions of assets attributed to:
Distributions to participants (204) (216) (1,748)
Net increase in plan
assets during the year 663 669 3,876
Net assets available for plan benefits:
Beginning of year 2,019 1,278 13,661
End of year $ 2,682 $ 1,947 $17,537
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Exhibit 23
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 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. 33-51475 of the Amoco
Fabrics and Fibers Company Hourly 401(k) Savings Plan of our
report dated June 15, 1998 appearing in this Form 11-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998
