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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 31, 1998
BP AMOCO CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-170-2 36-1812780
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 856-6111
Amoco Corporation
(Former name or former address, if changed since last report).
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Change in Control of Registrant
Effective December 31, 1998, upon consummation of the merger
of Amoco Corporation ("Amoco") and The British Petroleum
Company p.l.c. ("BP"), Eagle Holdings, Inc., an Indiana
corporation and wholly owned subsidiary of BP was merged
with and into Amoco, with Amoco continuing as the surviving
corporation. The Registrant was renamed BP Amoco Corporation
and became a direct wholly owned subsidiary of BP, which was
renamed BP Amoco p.l.c. ("BP Amoco").
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) Effective December 31, 1998, and in connection with the
consummation of the merger of the Registrant and BP,
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
resigned as the Registrant's independent accountants.
(ii) The reports of PricewaterhouseCoopers on the financial
statements of the Registrant for the past two fiscal years
contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) In connection with its audits for the two most
recent fiscal years and through December 31, 1998, there
have been no disagreements with PricewaterhouseCoopers on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused them to make
reference thereto in their report on the financial
statements for such years.
(iv) During the two most recent fiscal years and through
December 31, 1998, there have been no reportable events (as
defined in Regulation S-K Item 304(a)(l)(v)).
(v) On December 31, 1998, the Registrant requested that
PricewaterhouseCoopers furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or
not PricewaterhouseCoopers agrees with the statements in
this Item 4(a).
A copy of such letter dated January 4, 1999, is filed as
Exhibit 16 to this Form 8-K.
(b) New independent accountants
In connection with the consummation of the merger, the
Registrant engaged Ernst & Young LLP as its independent
accountants to examine and report on the Registrants's
financial statements at and for the year ended December 31,
1998. The engagement of Ernst & Young LLP was reviewed by
the Audit Committee of the Registrant's Board of Directors
and is effective December 31, 1998. Prior to the merger,
Ernst & Young were the independent accountants for BP and
subsequent to the merger Ernst & Young remain the
independent accountants of BP Amoco.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
Exhibit 16 Letter from PricewaterhouseCoopers LLP
pursuant to item 304 of Regulation S-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
BP AMOCO CORPORATION
(Registrant)
Date: January 7, 1999 JOHN L. CARL
John L. Carl
Executive Vice President
(Duly Authorized and Chief
Financial Officer)
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Exhibit 16
[LOGO]
PricewaterhouseCoopers LLP
200 East Randolph Drive
Chicago IL 60601
Telephone (312) 540 1500
January 4, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of BP Amoco Corporation's Form 8-K dated
December 31, 1998 and are in agreement with the statements
contained in paragraph 4 (a) therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
