-----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, U/dDlNh0v9gJEDle0TbzMWoX3r4ZfnyZ8JF9UCV1fe7fjFFEH/NygCTjzMRYxRwk nNeAzIa4BotR5ywZkJYOoA== 0000093397-96-000005.txt : 19960621 0000093397-96-000005.hdr.sgml : 19960621 ACCESSION NUMBER: 0000093397-96-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960620 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00170 FILM NUMBER: 96583472 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 EMPLOYEE SAVINGS PLAN 11K 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, 1995 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: June 14, 1996 By: ___________David C. Tolve___________ David C. Tolve Vice President REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Amoco Corporation In our opinion, the accompanying statements of net assets available for benefits (with fund information) and the related statement of changes in net assets available for benefits (with fund information) present fairly, in all material respects, the net assets available for benefits of the Amoco Employee Savings Plan at December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, 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 audits 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 net assets available for benefits (with fund information) and statement of changes in net assets available for benefits (with fund information) is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits 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 June 14, 1996 AMOCO EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) ________December 31,________ ____1995____ ____1994____ (thousands of dollars) Assets Investments: Amoco Stock Fund $ 1,996,674 $ 1,942,554 Cyprus Stock Fund 10,114 12,999 Money Market Fund 816,710 576,371 U.S. Savings Bonds 23,475 24,583 Balanced Fund 141,331 96,245 Bond Index Fund 40,239 21,533 Equity Index Fund 320,721 131,289 Total Investments 3,349,264 2,805,574 Cash held for disbursement 1,424 786 Participant loans receivable 132,913 136,071 Total assets 3,483,601 2,942,431 Liabilities - - Net assets available for benefits $ 3,483,601 $ 2,942,431 The accompanying notes are an integral part of these statements. AMOCO EMPLOYEE SAVINGS PLAN ___________________________ STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) (PAGE 1 OF 3) For the year ended December 31, 1995 (thousands of dollars) Amoco Cyprus Money Stock Stock Market Fund Fund Fund Additions of assets attributed to: Employee contributions $ 75,480 $ -- $ 50,169 Employer contributions 82,867 -- -- Forfeitures (net) (332) -- 361 Realized gains on sales of investments 81,098 265 -- Change in unrealized appreciation (depreciation) in fair value of investments 316,480 (33) -- Interest and dividends 84,091 368 42,079 Participant loans (net) 6,971 (106) (10,247) Interfund transfers (net) (471,444) (2,250) 304,103 Total additions 175,211 (1,756) 386,465 Deductions of assets attributed to: Distributions to participants (120,756) (1,128) (146,042) Administrative expenses (335) (1) (84) Total deductions (121,091) (1,129) (146,126) Net increase (decrease) in plan assets during the year 54,120 (2,885) 240,339 Net assets available for plan benefits: Beginning of year 1,942,554 12,999 576,371 End of year $1,996,674 $10,114 $816,710 The accompanying notes are an integral part of these statements. AMOCO EMPLOYEE SAVINGS PLAN ___________________________ STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) (PAGE 2 OF 3) For the year ended December 31, 1995 (thousands of dollars) U.S. Bond Equity Savings Index Index Bonds Fund Fund Additions of assets attributed to: Employee contributions $ 1,695 $ 1,920 $ 12,612 Employer contributions -- -- -- Forfeitures (net) (1) (2) (15) Realized gains on sales of investments -- 744 4,535 Change in unrealized appreciation (depreciation) in fair value of investments -- 3,803 50,538 Interest and dividends 1,244 78 482 Participant loans (net) (185) 187 (1,634) Interfund transfers (net) (1,670) 13,810 136,522 Total additions 1,083 20,540 203,040 Deductions of assets attributed to: Distributions to participants (2,191) (1,781) (13,492) Administrative expenses -- (53) (116) Total deductions (2,191) (1,834) (13,608) Net increase (decrease) in plan assets during the year (1,108) 18,706 189,432 Net assets available for plan benefits: Beginning of year 24,583 21,533 131,289 End of year $23,475 $40,239 $320,721 The accompanying notes are an integral part of these statements. AMOCO EMPLOYEE SAVINGS PLAN ___________________________ STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) (PAGE 3 OF 3) For the year ended December 31, 1995 (thousands of dollars) Cash Disbursement Account and Balanced Participant Fund Loans Total Additions of assets attributed to: Employee contributions $ 7,444 $ -- $ 149,320 Employer contributions -- -- 82,867 Forfeitures (net) (11) -- -- Realized gains on sales of investments 2,826 -- 89,468 Change in unrealized appreciation (depreciation) in fair value of investments 19,648 -- 390,436 Interest and dividends 870 646 129,858 Participant loans (net) 248 4,766 -- Interfund transfers (net) 20,929 -- -- Total additions 51,954 5,412 841,949 Deductions of assets attributed to: Distributions to participants (6,428) (7,932) (299,750) Administrative expenses (440) -- (1,029) Total deductions (6,868) (7,932) (300,779) Net increase (decrease) in plan assets during the year 45,086 (2,520) 541,170 Net assets available for plan benefits: Beginning of year 96,245 136,857 2,942,431 End of year $141,331 $ 134,337 $3,483,601 The accompanying notes are an integral part of these statements. 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. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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 34,335 participants of the various companies in the Plan at December 31, 1995, of which 28,709 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. 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, 1995. 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. During the year there were borrowings on the lines of credit resulting in interest of approximately $194,000, which has been included in administrative expense of the Plan. There were no borrowings on these lines of credit as of December 31, 1995. The percentage of assets of the Amoco Stock Fund in investments other than Company 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. 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, 1995, was 2 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, 1995, there were 122,778,502 units in the fund at a unit value of $16.26. The manager of the Amoco Stock Fund is State Street Global Advisors, the investment management unit of State Street Bank. 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, 1995, there were 1,430,173 units in the fund at a unit value of $7.07. 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. Any participant investments remaining in the Cyprus Stock Fund after the close of business on June 28, 1996 will automatically be liquidated and invested in the Money Market Fund. 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 Pension 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, 1995, 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. 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 international 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, 1995 there were 14,765,409 units in the fund at a unit value of $9.57. Bond Index Fund The Bond Index Fund is invested primarily in Bankers Trust's commingled BT Pyramid Broad Market 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 may be 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, 1995 there were 8,185,733 units in the fund with a unit value of $4.92. 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 the S&P 500 futures contracts, for liquidity purposes. The Equity Index Fund is managed by Bankers Trust Company. At December 31, 1995 there were 14,203,362 units in the fund at a unit value of $22.58. 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 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). NOTES TO FINANCIAL STATEMENTS (continued) 3. Investments: The composition of various savings plan funds as of December 31, 1995 and 1994 was as follows: December 31, 1995 1994 (thousands of dollars) Amoco Stock Fund Amoco Corporation common stock, at market value; 27,269,216 shares and 30,549,281 shares, respectively (cost -- $1,420,835 and $1,457,496, respectively) $1,959,975 $1,806,226 Cash equivalents 31,162 140,524 Interest, dividends, and other receivables (payables) 5,537 (4,196) Total 1,996,674 1,942,554 Cyprus Stock Fund Cyprus common stock, at market value; 376,981 shares and 484,781 shares, respectively (cost -- $4,713 and $5,761, respectively) 9,849 12,665 Cash equivalents 289 352 Interest and other receivables (payables) (24) (18) Total 10,114 12,999 Money Market Fund Cash equivalents 807,636 588,956 Interest and other receivables (payables) 9,074 (12,585) Total 816,710 576,371 U.S. Savings Bonds Series "E" Bonds, $25 denomination, at redemption value; 392 units and 392 units, respectively (cost -- $7 and $7, respectively) 49 47 Series "EE" Bonds, $50-$100 denomination, at redemption value; 761,063 units and 820,676 units, respectively (cost -- $19,119 and $20,619, respectively) 23,334 24,434 Cash equivalents 92 102 Total 23,475 24,583 NOTES TO FINANCIAL STATEMENTS (continued) 3. Investments: (continued) December 31, 1995 1994 (thousands of dollars) Balanced Fund S&P 500 Index Fund with Futures, at market value; 610,099 and 557,016 units, respectively (cost -- $46,125 and $37,853, respectively) 59,217 39,303 Daily Bond Market Fund, at market value; 3,033,207 and 2,532,902 units, respectively (cost -- $35,609 and $28,396, respectively) 40,154 28,280 EAFE Daily Fund, at market value; 1,775,541 and 1,461,411 units, respectively (cost -- $19,176 and $15,154, respectively) 21,076 15,554 S&P Midcap Index Fund at market value; 376,606 and 284,173 units, respectively (cost -- $7,150 and $4,829, respectively) 8,493 4,897 Short-Term Investment Fund 11,900 9,635 Interest, dividends, and other receivables (payables) 491 (1,424) Total 141,331 96,245 Bond Index Fund BT Broad Market Fund, at market value; 22,409,600 and 14,206,192 units, respectively (cost -- $35,895 and $21,307, respectively) 39,646 21,229 Liquid Asset/Bond Index Fund, at market value; 372,929 and 351,091 units, respectively (cost -- $373 and $351, respectively) 373 351 Interest, dividends, and other receivables (payables) 220 (47) Total 40,239 21,533 Equity Index Fund BT Pyramid Equity Index Fund, at market value; 229,243 and 131,967 units, respectively (cost -- $262,045 and $127,028, respectively) 316,578 132,289 Liquid Asset Mutual Fund, at market value; 481,444 and 217,283 units, respectively (cost -- $481 and 218, respectively) 481 218 Interest, dividends, and other receivables (payables) 3,662 (1,218) Total 320,721 131,289 Total Investments $3,349,264 $2,805,574 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, 1995, was as follows: Average Gains Securities Proceeds Cost Realized Amoco Stock Fund $893,649 $812,551 $81,098 Cyprus Stock Fund 3,475 3,210 265 Bond Index Fund 10,463 9,719 744 Equity Index Fund 42,954 38,419 4,535 Balanced Fund 33,919 31,093 2,826 Total $984,460 $894,992 $89,468 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: In August 1995 the Company received 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. 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 $390,436 during 1995. This amount has been reflected in the statement of changes in net assets available for benefits (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, 1995, the balance of participants' accounts withdrawn, expressed in thousands of dollars, totaled $300,111. Disbursements in cash or securities in settlement of such accounts amounted to $299,750. The difference of $361 represented the total amount of participating Company contributions forfeited during that period. EX-23 2 EXHIBIT 23 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 June 14, 1996 appearing in this Form 11-K. PRICE WATERHOUSE LLP Chicago, Illinois June 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----