-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O8ieH8iIhhw1AZvxGhuGKVjlG3dMJxCpMRnsdfjDTmZR3GqSYnkAEtlrZXJa+lnj Y8r7B9pSNGFJ4D5uJbdQAQ== 0000093397-95-000008.txt : 19950530 0000093397-95-000008.hdr.sgml : 19950530 ACCESSION NUMBER: 0000093397-95-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950518 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMOCO CORP CENTRAL INDEX KEY: 0000093397 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 361812780 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00170 FILM NUMBER: 95540739 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR STREET 2: MAIL CODE 3107A CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128566111 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD OIL CO /IN/ DATE OF NAME CHANGE: 19850425 11-K 1 AMOCO CORP 11K LIVE FILING 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 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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 EMPLOYEE SAVINGS PLAN 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 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 EMPLOYEE SAVINGS PLAN By State Street Bank and Trust Company, Plan Trustee and Administrator Date: May 15, 1995 By: James E. Murphy James E. Murphy Managing Director, Plan Administrator 2. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Amoco Corporation In our opinion, the accompanying statement of financial position (with fund information) and the related statement of income, expenses, and changes in plan equity (with fund information) present fairly, in all material respects, the financial position of the Amoco Employee Savings Plan at December 31, 1994 and 1993, and the results of its operations and the changes in its plan equity for the year ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of Amoco Corporation'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. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statement of financial position (with fund information) and statement of income, expenses, and changes in plan equity (with fund information) is presented for purposes of additional analysis rather than to present the financial position and the income, expenses and changes in plan equity of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Chicago, Illinois May 15, 1995 3. AMOCO EMPLOYEE SAVINGS PLAN STATEMENT OF FINANCIAL POSITION (WITH FUND INFORMATION) December 31, 1994 1993 (thousands of dollars) ASSETS Investments: Amoco Stock Fund $ 1,942,554 $ 1,898,020 Cyprus Stock Fund 12,999 15,149 Money Market Fund 576,371 418,526 U.S. Savings Bonds 24,583 24,339 Balanced Fund 96,245 80,530 Bond Index Fund 21,533 25,202 Equity Index Fund 131,289 87,618 Total Investments 2,805,574 2,549,384 Cash held for disbursements 786 394 Participant loans receivable 136,071 136,666 Total assets $ 2,942,431 $ 2,686,444 LIABILITIES AND PLAN EQUITY Plan equity $ 2,942,431 $ 2,686,444 Total liabilities and plan equity $ 2,942,431 $ 2,686,444 The accompanying notes are an integral part of these statements. 4. AMOCO EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME, EXPENSES, AND CHANGES IN PLAN EQUITY (WITH FUND INFORMATION) (PAGE 1 OF 2) For the year ended December 31, 1994 (thousands of dollars)
Amoco Cyprus Money Stock Stock Market U.S. Savings Fund Fund Fund Bonds Additions of assets attributed to: Employee contributions $ 78,006$ -- $ 37,768$ 2,044 Employer contributions 84,775 -- -- -- Trust to trust transfer 271 -- 108 21 Forfeitures (net) (358) -- 381 -- Realized gains (losses) on sales of investments 53,117 339 -- -- Change in unrealized appreciation (depreciation) in fair value of investments 158,211 121 -- -- Interest and dividends 77,094 491 28,500 1,238 Participant loans (net) 7,472 (247) (10,148) (263) Interfund transfers (net) (285,487) (1,315) 237,188 (175) Total additions 173,101 (611) 293,797 2,865 Deductions of assets attributed to: Distributions to participants (128,451) (1,538) (135,855) (2,621) Administrative expenses (116) (1) (97) -- Total deductions (128,567) (1,539) (135,952) (2,621) Net increase (decrease) in plan equity during the year 44,534 (2,150) 157,845 244 Net assets available for plan benefits: Beginning of year 1,898,020 15,149 418,526 24,339 End of year $ 1,942,554$ 12,999 $ 576,371$ 24,583
The accompanying notes are an integral part of these statements. 5. AMOCO EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME, EXPENSES, AND CHANGES IN PLAN EQUITY (WITH FUND INFORMATION) (PAGE 2 OF 2) For the year ended December 31, 1994 (thousands of dollars)
Cash Disbursements Bond Equity Account and Balanced Index Index Participant Fund Fund Fund Loans Total Additions of assets attributed to: Employee contributions $ 8,524 $ 2,337 $ 11,742 $ -- $ 140,421 Employer contributions -- -- -- -- 84,775 Trust to trust transfer 271 69 519 -- 1,259 Forfeitures (net) (12) (3) (8) -- -- Realized gains (losses) on sales of investments 275 (116) 9 -- 53,624 Change in unrealized appreciation (depreciation) in fair value of investments 848 (533) 1,892 -- 160,539 Interest and dividends 780 79 429 392 109,003 Participant loans (net) 214 186 (362) 3,148 -- Interfund transfers (net) 14,525 (3,070) 38,334 -- -- Total additions 25,425 (1,051) 52,555 3,540 549,621 Deductions of assets attributed to: Distributions to participants (9,283) (2,558) (8,789) (3,743) (292,838) Administrative expenses (427) (60) (95) -- (796) Total deductions (9,710) (2,618) (8,884) (3,743) (293,634) Net increase (decrease) in plan equity during the year 15,715 (3,669) 43,671 (203) 255,987 Net assets available for plan benefits: Beginning of year 80,530 25,202 87,618 137,060 2,686,444 End of year $ 96,245 $ 21,533 $ 131,289 $ 136,857 $ 2,942,431 The accompanying notes are an integral part of these statements.
6. AMOCO EMPLOYEE SAVINGS PLAN _______________________ NOTES TO FINANCIAL STATEMENTS 1. Description of the Plan: Amoco Corporation (the "Company") established the Employee Savings Plan of Amoco Corporation and Participating Companies (the "Savings Plan") effective July 1, 1955. The Savings Plan was amended and restated effective November 29, 1994. The Savings Plan is now known as the Amoco Employee Savings Plan (the "Plan"). The Plan includes all approved companies of the controlled group of corporations included in the consolidated Federal income tax return of the Company. The purpose of the Plan is to encourage employees in the regular savings of a 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. State Street Bank and Trust Company ("State Street Bank") is the Trustee and Plan Administrator of the Plan. The Company reserves the right to make any changes to or terminate the Plan. Under the Plan, participating employees may contribute up to a certain percentage of their qualified pay on a pre-tax and/or after-tax basis. A specified portion of the employee contribution up to a maximum 6 percent is matched by the Company in the form of contributions to the Amoco Stock Fund. There were 31,036 participants of the various companies in the Plan at December 31, 1994, of which 29,189 were current employees. Participants are fully vested in their contributed accounts. Vesting in Company contributed accounts is dependent upon specific criteria as described in the Plan document. Forfeited Company contributions are used to decrease the Company contributions and pay administrative expenses of the Plan. All reasonable and necessary Plan administrative expenses are paid out of the Plan trust or paid by the Company. Generally, fees and expenses related to investment management of each fund are paid out of the respective funds. As a result, the returns on those investments are net of the fees and expenses of the managers of those funds and certain other brokerage commissions and other fees and expenses incurred in connection with those investment elections. Fees and expenses associated with U.S. Savings Bonds are paid as costs and expenses of the Plan. 7. NOTES TO FINANCIAL STATEMENTS (continued) The contributions made by participating companies are invested by the Trustee in the Amoco Stock Fund. Each participating employee may direct that any or all cash consisting of his contributions and income credited to his accounts shall be invested or held by the Trustee in one or more of the following elections: Amoco Stock Fund, Money Market Fund, U.S. Savings Bonds, Balanced Fund, Bond Index Fund, or Equity Index Fund. Amoco Stock Fund Most Amoco Stock Fund money is used by the Trustee to purchase shares of Company common stock. The balance is held as cash or can be used to purchase short-term investments and other public and private debt, equity, and derivative securities (including options and futures contracts). There were no investments in derivative securities during the year ended December 31, 1994. The Trustee, as directed by the fund manager, makes purchases and sales of securities on the open market, in privately negotiated transactions or otherwise. From time to time the Plan also borrows funds as necessary, through available lines of credit totaling $200 million, from one or more financial institutions on a short-term basis at market rates to provide sufficient liquidity to the Amoco Stock Fund. The assets of the Amoco Stock Fund are used as security for such loans. There were no borrowings on these lines of credit for the year ended December 31, 1994. The percentage of assets of the Amoco Stock Fund in investments other than Company common stock under normal circumstances is about 5 percent. However, this figure may change as transactions are made and may be substantially higher or lower at a given time. The percentage of assets of the Amoco Stock Fund in investments other than Company common stock, primarily consisting of cash equivalents, at year-end December 31, 1994, was 7 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. Participants' balances in the Amoco Stock Fund are denominated in "units." The value of a unit upon the establishment of the Amoco Stock Fund at October 1, 1991 was $10.00. The value of a unit fluctuates in response to various factors including, without limitation, the price of and dividends paid on common stock, earnings and losses on other investments in the fund and the mix of assets in the fund among Amoco common stock and other investments. At December 31, 1994, there were 150,253,624 units in the fund at a unit value of $12.92. The manager of the Amoco Stock Fund is State Street Bank. 8. NOTES TO FINANCIAL STATEMENTS (continued) Cyprus Stock Fund Almost all of the Cyprus Stock Fund is comprised of shares of Cyprus AMAX Minerals Company ("Cyprus") common stock. For liquidity purposes, a portion of the fund is kept as cash or placed in short-term investments. Shares of Cyprus common stock and other Cyprus securities are not allocated to participants' accounts; instead, their balances in the Cyprus Stock Fund are denominated in units. The value of a unit upon establishment of the Cyprus Stock Fund at October 1, 1991 was $5.00. The value of a unit fluctuates in response to various factors including, without limitation, the price of and dividends paid on Cyprus securities, earnings and losses on other investments in the fund and the mix of assets in the fund. At December 31, 1994, there were 1,900,018 units in the fund at a unit value of $6.84. The manager of the Cyprus Stock Fund is State Street Bank. Current contributions cannot be allocated to this fund. Participants may elect, however, to liquidate their investment in the Cyprus Stock Fund. This fund will cease to be an investment option effective July 1, 1996. Money Market Fund Amounts invested in the Money Market Fund are in the Institutional Cash Management Fund for Directed Accounts (the "Cash Management Fund") established in 1984, under the First National Bank of Chicago Group Trust for Pensions and Profit Sharing Trusts. The exclusive investment of the Cash Management Fund is in the Brinson Trust Company Collective Investment Trust for Pension and Profit Sharing Trusts (the "Brinson Collective Trust"). The types of investments the Brinson Collective Trust may invest in include U.S. Treasury obligations, commercial paper, bank deposits, certificates of deposit, bonds, debentures, publicly available money market funds, loan participation and other obligations; provided that no more than 20 percent of the value of the Brinson Collective Trust may be invested in longer-term investments. As of December 31, 1994, the fund was invested primarily in cash equivalents. The manager of the Money Market Fund is Brinson Partners, Inc. of Chicago. The fund manager is responsible for the selection of securities to be purchased for the Money Market Fund. U.S. Savings Bonds Participant contributions in U.S. Savings Bonds are invested by the Trustee in the most recent offering issued by the U.S. Treasury. Contributions are held in participants' accounts until they are invested in U.S. Savings Bonds. 9. NOTES TO FINANCIAL STATEMENTS (continued) Balanced Fund The Balanced Fund is a diversified fund which offers investors a mixture of stocks and bonds. The fund is balanced by an exposure to the equity markets of approximately 60 percent and an exposure to the fixed income markets of approximately 40 percent. The equity component includes exposure to both the domestic and foreign markets. For additional liquidity, a portion of the Balanced Fund is invested in State Street's Short Term Investment Fund composed of various short-term financial instruments. A small portion of the Balanced Fund is held in derivative instruments to manage its currency and market exposures. State Street Global Advisors Inc., a subsidiary of State Street Bank, is the investment manager of the Balanced Fund. At December 31, 1994 there were 12,463,336 units in the fund at a unit value of $7.72. Bond Index Fund The Bond Index Fund is invested primarily in Bankers Trust's commingled BT Pyramid Broad Market Fixed Income Index Fund ("BT Broad Market Fund"). The BT Broad Market Fund is part of the BT Pyramid Trust of Bankers Trust Company, of which Bankers Trust Company is the trustee. A small portion of the Bond Index Fund is held in money market and other short-term instruments and U.S. Treasury futures contracts for liquidity purposes. The investment manager of the Bond Index Fund is Bankers Trust Company. At December 31, 1994 there were 5,167,899 units in the fund with a unit value of $4.16. Equity Index Fund The Equity Index Fund is invested primarily in the BT Pyramid Equity Index Fund. The BT Pyramid Equity Index Fund is part of the BT Pyramid Trust of Bankers Trust Company. A small portion of the Equity Index Fund is invested in short-term investments and derivative instruments, such as S&P's 500 futures contracts, for liquidity purposes. The Equity Index Fund is managed by Bankers Trust Company. At December 31, 1994 there were 8,010,988 units in the fund at a unit value of $16.38. 2. Summary of Significant Accounting Policies: Common stock of the Company and of Cyprus are valued at the closing market price on the New York Stock Exchange. Common stock in other funds is also valued at market prices. Series "E" and "EE" Bonds are valued at the current redemption value prescribed by U.S. Treasury Department regulations. Interests in the Money Market Fund are valued at cost, which approximates market value. Realized gains and losses are recognized upon the disposition of investments by comparing the proceeds, or market value, to the average cost (see Note 5). 10. NOTES TO FINANCIAL STATEMENTS (continued) 3. Investments: The composition of various savings plan funds as of December 31, 1994 and 1993 was as follows: December 31, 1994 1993 (thousands of dollars) Amoco Stock Fund Amoco Corporation common stock, at market value; 30,549,281 shares and 33,989,004 shares, respectively (cost -- $1,457,496 and $1,533,479, respectively) $1,806,226 $1,797,169 Cash equivalents 140,524 102,235 Interest, dividends, and other receivables (payables) (4,196) (1,384) Total 1,942,554 1,898,020 Cyprus Stock Fund Cyprus common stock, at market value; 484,781 shares and 569,245 shares, respectively (cost -- $5,761 and $6,765, respectively) 12,665 14,729 Cash equivalents 352 419 Interest and other receivables (payables) (18) 1 Total 12,999 15,149 Money Market Fund Cash equivalents 588,956 417,092 Interest and other receivables (payables) (12,585) 1,434 Total 576,371 418,526 U.S. Savings Bonds Series "E" Bonds, $25 denomination, at redemption value; 392 units and 392 units, respectively (cost -- $7 and $7, respectively) 47 44 Series "EE" Bonds, $50-$100 denomination, at redemption value; 820,676 units and 835,636 units, respectively (cost -- $20,619 and $20,962, respectively) 24,434 24,117 Cash equivalents 102 178 Total 24,583 24,339 11. NOTES TO FINANCIAL STATEMENTS (continued) 3. Investments: (continued) December 31, 1994 1993 (thousands of dollars) Balanced Fund S&P 500 with futures, at market value; 557,016 units and 447,306 units, respectively (cost -- $37,853 and $29,378, respectively) 39,303 31,111 Daily Bond Market Fund, at market value; 2,532,902 and 1,875,045 units, respectively (cost -- $28,396 and $21,072, respectively) 28,280 21,496 EAFE Daily, at market value; 1,461,411 and 1,493,778 units, respectively, (cost-- $15,154 and $15,248, respectively) 15,554 14,724 Midcap Index Fund at market value; 284,173 and 182,281 units, respectively (cost -- $4,829 and $3,027, respectively) 4,897 3,254 Short-Term Investment Fund 9,635 9,552 Interest, dividends, and other receivables (payables) (1,424) 393 Total 96,245 80,530 Bond Index Fund BT Broad Market Fund, at market value; 14,206,192 and 16,250,679 units, respectively (cost -- $21,307 and $24,337, respectively) 21,229 24,990 Liquid Asset/Bond Index Fund, at market value; 351,091 and 554,858 units, respectively (cost -- $351 and $554, respectively) 351 554 Interest, dividends, and other receivables (payables) (47) (342) Total 21,533 25,202 Equity Index Fund BT Pyramid Equity Index Fund, at market value; 131,967 and 87,418 units, respectively (cost -- $127,028 and $82,185, respectively) 132,289 86,426 Liquid Asset/Bond Index Fund, at market value; 217,283 and 37,303 units, respectively (cost -- $217 and $37, respectively) 218 37 Interest, dividends, and other receivables (payables) (1,218) 1,155 Total 131,289 87,618 Total investments $2,805,574 $2,549,384 12. NOTES TO FINANCIAL STATEMENTS (continued) 4. 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. 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. 5. Sales, Redemptions, and Distributions of Securities: The aggregate of income realized from sales, redemptions, and distributions of securities in participants' accounts for the year ended December 31, 1994, was as follows: Average Gains(Losses) Securities Proceeds Cost Realized (thousands of dollars) Amoco Stock Fund $ 587,022 $ 533,905 $ 53,117 Cyprus Stock Fund 2,525 2,186 339 Balanced Fund 42,096 41,821 275 Bond Index Fund 6,755 6,871 (116) Equity Index Fund 29,182 29,173 9 Total $ 667,580 $ 613,956 $ 53,624 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. 6. Taxes: The Company received in March 1995, a ruling from the Internal Revenue Service that the Plan, as restated and amended November 29, 1994, qualifies under section 401(a) of the Internal Revenue Code. The Company reserves the right to make any amendment necessary to maintain the qualification of the Plan and Trust. 13. NOTES TO FINANCIAL STATEMENTS (continued) Under present Federal income tax laws, it is expected that a participant will not be subject to income taxes on amounts contributed by the Company or on income accrued to the participant account until part or all of the participant account is withdrawn or distributed. Gains and losses on the sale of securities within a participant account are not reportable for income tax purposes unless withdrawn. 7. Unrealized Appreciation on Investments: Unrealized appreciation on investments held, expressed in thousands of dollars, amounted to $160,539 during 1994. This amount has been reflected in the statement of income, expenses, and changes in plan equity (with fund information) for the period. Such amounts were computed in a manner similar to that discussed in Note 5 for computing realized income from sales, redemptions and distributions to securities. 8. Withdrawals and Forfeitures: Distributions to participants are reported at market value at the date of distribution. For the year ended December 31, 1994, the balance of participants' accounts withdrawn, expressed in thousands of dollars, totaled $293,219. Disbursements in cash or securities in settlement of such accounts amounted to $292,838. The difference of $381 represented the total amount of participating Company contributions forfeited during that period. 14. EX-23 2 EXH23 LIVE FILING Exhibit 23 AMOCO EMPLOYEE SAVINGS PLAN CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 33-52579, 33-66170, 33-42950, and 33- 58063) of the Amoco Employee Savings Plan of our report dated May 15, 1995 appearing on page 3 of this Form 11-K. PRICE WATERHOUSE LLP Chicago, Illinois May 15, 1995 -----END PRIVACY-ENHANCED MESSAGE-----