-----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, Nkwuwfq+QNMrUZ3hhNuqQ7wf7GQXPmBmQtl7AxMWsETGeOXbU3eZodFRbd3ViEnu 02JqAZXbIKQtOvYTFW68GA== 0000093397-98-000007.txt : 19980617 0000093397-98-000007.hdr.sgml : 19980617 ACCESSION NUMBER: 0000093397-98-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980616 SROS: CSX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMOCO CORP CENTRAL INDEX KEY: 0000093397 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 363353184 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00170 FILM NUMBER: 98648769 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 FABRICS HOURLY SAVINGS PLAN 11-K 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 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 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 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. 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. 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 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. 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. 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. 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. 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. 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 __________ * Amoco Corporation common stock share information is listed before the 2-for-1 stock split effective March 31, 1998. 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 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 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 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 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 EX-23 2 EXHIBIT 23 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 -----END PRIVACY-ENHANCED MESSAGE-----