-----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, J9yznmv+aOTNJOSvaAWob4gPWG5qXmjr7IcY/XJG7xHtTo0Kl7XXBUPInF6bm5cA x8/8EBXvbNwP8XMSF8NFsg== 0000093397-97-000003.txt : 19970501 0000093397-97-000003.hdr.sgml : 19970501 ACCESSION NUMBER: 0000093397-97-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970430 EFFECTIVENESS DATE: 19970430 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: 333-26145 FILM NUMBER: 97590807 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 April 30, 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) AMOCO EMPLOYEE SAVINGS PLAN (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(1) registered(2) share(3) price(3) fee(3) Common Stock, without par 20,000,000 $80.9375 $1,618,750,000 $490,530 value ...... shares (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Amoco Employee Savings Plan (the "Plan"). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. (3) 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 April 28, 1997. Registration Statement on Form S-8 under the Securities Act of 1993 of Amoco Corporation The contents of Registration Statement Numbers 33-42950, 33- 66170, 33-52579 and 33-58063 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. The undersigned Registrant hereby undertakes to submit the Plan and, from time to time, any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and to make all changes required by the IRS in order to continue to qualify the Amoco Employee Savings Plan. 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 April 30, 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 April 30, 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 THE PLAN Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts, on April 30, 1997. AMOCO EMPLOYEE SAVINGS PLAN By: State Street Bank and Trust Company, Trustee and Plan Administrator By: David C. Tolve David C. Tolve Vice President INDEX TO EXHIBITS Exhibit Number Exhibit 5 Opinion of J. E. Klewin, including consent 23 Consent of Price Waterhouse 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 Exhibit 5 [LOGO] Amoco Corporation Law Department Mail Code 2106 200 East Randolph Drive Post Office Box 87703 (60680-0703) Chicago, Illinois 60601-7125 Jane Klewin 312-856-7047 Attorney Facsimile: 312-856-4091 April 30, 1997 Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 Gentlemen: Reference is made to the proposed offering of additional interests ("Interests") in the Amoco Employee Savings Plan, formerly known as the Employee Savings Plan of Amoco Corporation and Participating Companies, as amended and restated effective July 1, 1996, as further amended effective March 10, 1997 (the "Plan"), and to the proposed offering through the Plan of additional shares of Amoco Corporation, an Indiana corporation ("Amoco") common stock without par value (the "Shares") to Amoco employees, employees of certain participating companies that have adopted the Plan, and certain other participants in the Plan. The Trustee (the "Trustee") for the Plan and related trust is State Street Bank and Trust Company, a trust company organized under the laws of the Commonwealth of Massachusetts. 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 Interests in the Plan and the Shares under the Securities Act of 1933, as amended (the "Act"). Amoco has previously filed Registration Statement Numbers 33-42950, 33-66170, 33-52579 and 33-58063 with respect to the interests in the Plan and shares of Amoco common stock. I have examined: (a) a certified copy of the Articles of Incorporation of Amoco and all amendments thereto; (b) the By-laws of Amoco; Amoco Corporation April 30, 1997 Page 2 (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. 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. The Plan and the Interests therein have been duly authorized and approved and, when issued pursuant to the terms and conditions of the Plan, such Interests will be legally issued, fully paid and non-assessable. 3. It is presently contemplated that the Shares to be acquired by the Plan will not be purchased from Amoco, but will be purchased in the open market or in other transactions not involving Amoco. To the extent that the Shares acquired by the Plan shall constitute Shares issued by and purchased directly from Amoco, such Shares, when issued pursuant to the terms and conditions of the Plan, and as contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable. 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 April 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----