-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DaBkxPRCJvdbuLa2bFSoUUONGgPDeHq5yw7gdO/sfYULRgE51XxcEthR58cdXvRm AQ129BID/gzhAk7aHY0XMQ== 0000093397-97-000005.txt : 19970530 0000093397-97-000005.hdr.sgml : 19970530 ACCESSION NUMBER: 0000093397-97-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970529 EFFECTIVENESS DATE: 19970529 SROS: CSX 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27981 FILM NUMBER: 97615884 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 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 29, 1997 REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Amoco Corporation (Exact name of registrant as specified in its charter) Indiana 36-1812780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 East Randolph Drive, Chicago, Illinois 60601 (Address of Principal Executive Offices) (Zip Code) 1991 INCENTIVE PROGRAM OF AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES (Full title of the Plan) S. F. Gates, Corporate Secretary Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 (Name and address of agent for service) (312)-856-6111 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Title of maximum maximum of securities offering aggregate regis- to be Amount to be price per offering tration registered registered(1) share(2) price(2) fee(2) Common Stock, without par 14,000,000 $88.00 $1,232,000,000 $373,333 value ...... shares (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. (2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for Amoco Corporation common stock as reported on the New York Stock Exchange, Inc. Composite Transactions Reporting System on May 22, 1997. Registration Statement on Form S-8 under the Securities Act of 1993 of Amoco Corporation The contents of Registration Statement Numbers 33-40099 and 33-52575 under the Securities Act of 1933 of Amoco Corporation are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8 Exhibits. The undersigned Registrant hereby files the exhibits identified on the Exhibit Index included as part of this Registration Statement. SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 29, 1997. AMOCO CORPORATION (Registrant) By: JOHN L. CARL John L. Carl Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 29, 1997. Signatures Titles H. L. FULLER* Chairman of the Board and Director H. L. Fuller (Principal Executive Officer) W. G. LOWRIE* President and Director W. G. Lowrie JOHN L. CARL* Executive Vice President and Chief John L. Carl Financial Officer (Principal Financial Officer) JUDITH G. BOYNTON* Vice President and Controller Judith G. Boynton (Principal Accounting Officer) DONALD R. BEALL* Director Donald R. Beall RUTH BLOCK* Director Ruth Block JOHN H. BRYAN* Director John H. Bryan ERROLL B. DAVIS, JR.* Director Erroll B. Davis, Jr. RICHARD FERRIS* Director Richard J. Ferris F. A. MALJERS* Director F. A. Maljers Signatures Titles ARTHUR C. MARTINEZ* Director Arthur C. Martinez WALTER E. MASSEY* Director Walter E. Massey MARTHA R. SEGER* Director Martha R. Seger THEODORE M. SOLSO* Director Theodore M. Solso MICHAEL WILSON* Director Michael Wilson *By JOHN L. CARL Individually and as Attorney-in- John L. Carl Fact INDEX TO EXHIBITS Exhibit Number Exhibit 5 Opinion of J. E. Klewin, including consent 23 Consent of Price Waterhouse LLP 24 Powers of Attorney are incorporated by reference to Exhibit 24 to the registrant's Annual Report on Form 10-K for the period ended December 31, 1995 and the registrant's Annual Report on Form 10-K for the period ended December 31, 1996. EX-5 2 Amoco Corporation Law Departement [LOGO] Mail Code 2106 200 East Randolph Drive Post Office Box 87703 (60680-0703) Chicago, Illinois 60601-7125 312-856-7047 Facsimile: 312-856-4091 Jane E. Klewin Attorney Exhibit 5 May 29, 1997 Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 Gentlemen: Reference is made to the proposed offering by Amoco Corporation, an Indiana corporation ("Amoco") of additional shares of Amoco common stock without par value in connection with the 1991 Incentive Program of Amoco Corporation and its Participating Subsidiaries ("1991 Program"). The 1991 Program provides for awards in any one year of up to .9% of Amoco's outstanding shares of common stock without par value ("Shares"), subject to certain adjustments as described in the 1991 Program. I am familiar with the Form S-8 Registration Statement (the "Registration Statement") that Amoco is filing with the Securities and Exchange Commission to register Shares under the Securities Act of 1933, as amended (the "Act"). Amoco has previously filed Registration Statement Numbers 33-40099 and 33- 52575 with respect to the 1991 Program. I have examined: (a) a certified copy of the Articles of Incorporation of Amoco and all amendments thereto; (b) the By-laws of Amoco; (c) the Minutes of the Meetings of the Stockholders and the Board of Directors of Amoco and committees thereof that are relevant to matters contained in this opinion; and I have made such other investigation and examined such other documents as I have deemed necessary for the purpose of giving the opinion herein stated; and (d) the official text of the 1991 Program. I am of the opinion that: 1. Amoco is a corporation duly organized and validly existing under the laws of the State of Indiana. 2. Amoco has full power to issue Shares to employees and to sell Shares to optionees under and in accordance with the 1991 Program; and the Shares, when so issued and sold under the terms of and in accordance with the Articles of Incorporation and By-laws of Amoco and the provisions of the 1991 Program, will be duly issued and outstanding shares of common stock of Amoco, fully paid and non-assessable. Amoco Corporation Page 2 May 29, 1997 The foregoing opinion is limited to the Federal laws of the United States and the Indiana Business Corporation Law, and I am not expressing any opinion as to the effect of the laws of any other jurisdiction. I hereby consent to the use of the foregoing opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement. In giving such consent I do not hereby admit I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, Jane E. Klewin Attorney EX-23 3 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 1997 appearing in Item 8 of Amoco Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP Chicago, Illinois May 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----