-----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, WMH9WImtLoWViVYb38jy+oRXAwRjPIuSNgnu9Sa8FY9rGkVhiVzxLWt3E2XWtZBd ZaUN/YvviF0tJUkLEeiAsg== 0000950137-97-002623.txt : 19970808 0000950137-97-002623.hdr.sgml : 19970808 ACCESSION NUMBER: 0000950137-97-002623 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970807 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMOCO CO CENTRAL INDEX KEY: 0000766916 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 363353184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-11635 FILM NUMBER: 97653272 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR STREET 2: MAIL CODE 3107A CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128566111 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-11635-01 FILM NUMBER: 97653273 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 424B5 1 PROSPECTUS SUPPLEMENT 1 This Prospectus Supplement and the related Prospectus pertain to Registration Statement No. 33-11635, as amended, and to Registration Statement No. 33-8931, as amended. PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 1997) $300,000,000 Amoco Company UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY Amoco Corporation 6.50% GUARANTEED NOTES DUE 2007 ------------------ Interest payable February 1 and August 1 ------------------ THE NOTES ARE NOT REDEEMABLE PRIOR TO MATURITY. THE NOTES WILL BE REPRESENTED BY GLOBAL NOTES REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY TRUST COMPANY, AS DEPOSITARY. BENEFICIAL INTERESTS IN THE NOTES WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY (WITH RESPECT TO PARTICIPANTS' INTERESTS) AND ITS PARTICIPANTS. EXCEPT AS DESCRIBED IN THE ACCOMPANYING PROSPECTUS, NOTES IN CERTIFICATED FORM WILL NOT BE ISSUED IN EXCHANGE FOR THE GLOBAL NOTES. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ PRICE 99.584% AND ACCRUED INTEREST ------------------
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3) --------- -------------- ------------- Per Note.......................... 99.584% .650% 98.934% Total............................. $298,752,000 $1,950,000 $296,802,000
- ------------------ (1) Plus accrued interest from August 1, 1997. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. (3) Before deduction of estimated expenses of $80,000. ------------------ The Notes are offered, subject to prior sale, when, as and if issued by the Company and accepted by the Underwriters, and subject to approval of certain legal matters by Simpson Thacher & Bartlett, counsel for the Underwriters. It is expected that delivery of the Notes will be made on or about August 12, 1997 through the book-entry facilities of The Depository Trust Company, against payment therefor in immediately available funds. ------------------ MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO. August 5, 1997 2 NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AMOCO COMPANY, AMOCO CORPORATION OR ANY OTHER PERSON. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE NOTES NOR SHALL THEY CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION. ------------------ CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES. SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING." ------------------ IT IS EXPECTED THAT DELIVERY OF THE NOTES WILL BE MADE AGAINST PAYMENT THEREOF ON OR ABOUT THE DATE SPECIFIED IN THE LAST PARAGRAPH OF THE COVER PAGE HEREOF, WHICH WILL BE THE FIFTH BUSINESS DAY FOLLOWING THE DATE HEREOF. PURCHASERS OF NOTES SHOULD NOTE THAT TRADING OF THE NOTES ON THE DATE HEREOF AND THE NEXT SUCCEEDING DATE MAY BE AFFECTED BY SUCH SETTLEMENT. SEE "UNDERWRITING." ------------------ DESCRIPTION OF NOTES The following description of the particular terms of the 6.50% Guaranteed Notes Due 2007 (the "Notes") offered hereby supplements the description of the general terms and provisions of the Debt Securities set forth in the Prospectus, to which description reference is hereby made. The following summary of the Notes is qualified in its entirety by reference to the Indenture referred to in the Prospectus. GENERAL The Notes offered hereby will be limited to $300,000,000 aggregate principal amount and are to be issued under the Indenture, dated as of August 1, 1997 (the "Indenture"), which is more fully described in the accompanying Prospectus. The Notes will be issued in fully registered form only and in denominations of $1,000 and integral multiples thereof. Principal of and interest on the Notes will be payable, and the transfer of Notes will be registrable, through the Depositary as described under "Book-Entry Procedures." The Notes will bear interest from August 1, 1997, payable semi-annually on each February 1 and August 1, commencing on February 1, 1998, to the persons in whose names the Notes are registered at the close of business on the January 15 or July 15 next preceding such February 1 or August 1, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Principal and interest will be payable at the corporate trust office of the Trustee in New York, N.Y., provided that payment of interest may be made by checks mailed to the registered holders, at the option of the Company. The Notes may be surrendered for registration of transfer or for exchange, and notices and demands to or upon the Company and the Guarantor in respect of the Notes may be served, at the corporate trust office of the Trustee in New York, N.Y. The Notes may not be redeemed prior to maturity. The Indenture permits the defeasance of the Notes upon the satisfaction of the conditions described under "Description of Debt Securities -- Defeasance and Covenant Defeasance" in the Prospectus. The Notes are subject to these defeasance provisions. BOOK-ENTRY PROCEDURES Upon issuance, the Notes will each be represented by fully registered global notes (the "Global Notes" and each a "Global Note"). The Global Notes will be deposited with, or on behalf of, The Depository Trust S-2 3 Company, as Depositary (the "Depositary"), and registered in the name of a nominee of the Depositary. Unless and until it is exchanged in whole or in part for Notes in definitive registered form, a Global Note may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. The Depositary has advised the Company as follows: The Depositary is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Depositary holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. A further description of the Depositary's procedures with respect to the Global Notes is set forth in the Prospectus under "Description of Debt Securities -- Global Registered Securities." The Depositary has confirmed to the Company, the Underwriters and the Trustee that it intends to follow such procedures. S-3 4 RECENT DEVELOPMENTS Selected consolidated financial data of Amoco Corporation, based upon unaudited financial data for the three months and the six months ended June 30, 1997, are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, (UNAUDITED) (UNAUDITED) ---------------------- ---------------------- 1997 1996 1997 1996 --------- --------- --------- --------- (MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) Revenues.......................... $8,624 $8,765 $17,617 $16,979 Income before income taxes........ 911 802 1,853 1,778 Net income........................ 622 600 1,296 1,328 Net income per share.............. 1.26 1.20 2.62 2.67
Second-quarter 1997 earnings of $622 million compared with earnings of $600 million for the second quarter of 1996. The increase reflected higher refining margins and increased volumes in petroleum products and most chemical lines. Partially offsetting were lower worldwide crude oil prices and lower North American crude oil and natural gas production. For the first six months of 1997, earnings were $1,296 million, or $2.62 per share. This compared with $1,272 million for the first six months of 1996, excluding 1996 gains of $56 million on the sale of certain Canadian exploration and production assets. Favorably affecting 1997 earnings were higher exploration and production results, primarily due to higher energy prices earlier in the year, and improved petroleum products operations. Offsetting were lower chemical earnings compared to 1996, mainly as a result of lower paraxylene margins. USE OF PROCEEDS The net proceeds from sale of the Notes will be used in conjunction with other funds for corporate purposes, including repayment of short-term debt and funding of capital and exploration requirements. Pending the commitment of the proceeds of the Notes to such purposes, the Company may invest temporarily in short-term obligations. S-4 5 UNDERWRITING Under the terms of and subject to the conditions contained in an Underwriting Agreement dated August 5, 1997, and the Underwriting Agreement Standard Provisions (Debt Securities and Warrants to Purchase Debt Securities) incorporated therein, the Underwriters named below have severally agreed to purchase, and Amoco Company has agreed to sell to them, severally, the respective principal amounts of Notes set forth below:
PRINCIPAL NAME AMOUNT ---- ------------ Morgan Stanley & Co. Incorporated........................... $150,000,000 Credit Suisse First Boston Corporation...................... 60,000,000 Goldman, Sachs & Co. ....................................... 90,000,000 ------------ Total............................................. $300,000,000 ============
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the Notes are subject to the approval of certain legal matters by counsel and to certain other conditions. The Underwriters are committed to take and pay for all of the Notes if any are taken. The Underwriters initially propose to offer part of the Notes directly to the public at the public offering price set forth on the cover page hereof and part to certain dealers at a price that represents a concession not in excess of .40% of the principal amount of the Notes. The Underwriters may allow, and such dealers may reallow, a concession not in excess of .25% of the principal amount of the Notes to certain other dealers. After the initial offering of the Notes, the offering price and other selling terms may from time to time be varied by the Underwriters. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect thereof. The Company does not intend to apply for listing of the Notes on a national securities exchange, but has been advised by the Underwriters that they presently intend to make a market in the Notes as permitted by applicable laws and regulations. The Underwriters are not obligated, however, to make a market in the Notes and any such market-making may be discontinued at any time by the Underwriters at their sole discretion. Accordingly, no assurance can be given as to the liquidity of, or trading market for, the Notes. In order to facilitate the offering of the Notes, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes. Specifically, the Underwriters may overallot in connection with the offering of the Notes, creating a short position in the Notes for their own accounts. In addition, to cover overallotments or to stabilize the price of the Notes, the Underwriters may bid for, and purchase, the Notes in the open market. Finally, in the offering of the Notes, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the Notes in the offering if the syndicate repurchases previously distributed Notes in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Notes above independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time. It is expected that delivery of the Notes will be made against payment thereof on or about the date specified in the last paragraph of the cover page hereof, which will be the fifth business day in the United States following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date hereof and the next succeeding date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes which wish to trade Notes on the date hereof and the next succeeding date should consult their own advisors. S-5 6 PROSPECTUS DEBT SECURITIES AND WARRANTS OF AMOCO COMPANY UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY AMOCO CORPORATION Amoco Company, a Delaware corporation (the "Company"), may from time to time offer its debt securities ("Debt Securities") in one or more series for issuance and sale, and warrants (the "Warrants") to purchase Debt Securities, from which the Company will receive proceeds of up to an aggregate of $500,000,000 or the equivalent in foreign denominated currency or units based on or relating to currencies, including European Currency Units ("ECUs"), on terms determined by market conditions at the time of sale. The due and punctual payment of principal and premium and interest, if any, on the Debt Securities is unconditionally guaranteed (the "Guarantees") by Amoco Corporation, an Indiana corporation ("Amoco"). The Company is a wholly owned subsidiary of Amoco. With respect to the Debt Securities and Warrants as to which this Prospectus is being delivered, the specific designation, aggregate principal amount, maturity, rate (or manner of calculation thereof) and time of payment of any interest, the purchase price, the currency or currency units for which the Debt Securities or Warrants may be purchased, the currency or currency units in which payments in respect of Debt Securities may be made, and whether the Debt Securities and Warrants are to be offered for sale together or separately, any stock exchange listings, the duration, purchase price, exercise price, detachability and any other terms of Warrants, any terms for mandatory or optional redemption (including any sinking fund) and any other specific terms are set forth in the accompanying Prospectus Supplement ("Prospectus Supplement"). --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The Debt Securities and Warrants may be offered directly, through agents designated from time to time, through dealers or through Morgan Stanley & Co. Incorporated and/or one or more other managing underwriters to be named in the Prospectus Supplement, acting alone or with other underwriters. See "Plan of Distribution." Any such agents, dealers or underwriters are set forth in the Prospectus Supplement. If an agent of the Company or a dealer or underwriter is involved in the offering of the Debt Securities and Warrants in connection with which this Prospectus is being delivered, the agent's commission, dealer's purchase price or underwriter's discount will be set forth in, or may be calculated from, the Prospectus Supplement, and the net proceeds to the Company from such sale will be the purchase price of such Debt Securities and Warrants less such commission in the case of an agent, the purchase price of such Debt Securities and Warrants in the case of a dealer, and the public offering price less such discount in the case of an underwriter, and less, in each case, the other expenses of the Company associated with such issuance and distribution. The aggregate proceeds to the Company from all the Debt Securities and Warrants sold will be the purchase price of such Debt Securities and Warrants less the aggregate of any agents' commissions, any underwriters' discounts and the other expenses of issuance and distribution. See "Plan of Distribution" for possible indemnification arrangements for agents, dealers or underwriters. THE DATE OF THIS PROSPECTUS IS AUGUST 5, 1997. 7 NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, AMOCO OR ANY OTHER PERSON. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. Unless otherwise noted, all dollar figures in this Prospectus and any Prospectus Supplement are expressed in United States dollars. --------------------- AVAILABLE INFORMATION The Company and Amoco are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") and in accordance therewith file reports and other information with the Securities and Exchange Commission. Certain current information concerning such corporations' directors and officers, and (in the case of Amoco), their remuneration, options granted to them, the principal holders of securities, and any material interest of such persons in transactions with the Company or Amoco, respectively, is disclosed in proxy statements distributed to shareholders of Amoco and in certain of the Company's and Amoco's reports filed with the Commission. The Registration Statement and such reports, proxy statements, and other information can be inspected and copied at the following regional offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies can also be obtained from the Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such material may also be accessed electronically by means of the Commission's home page on the Internet at http://www.sec.gov. Amoco's common stock is listed on the New York, Chicago, Pacific, Toronto, and Swiss stock exchanges. Reports, proxy statements, and other information concerning Amoco can be inspected at the New York, Chicago, Pacific and Toronto stock exchanges. The common stock of the Company is 100% owned by Amoco and is not listed on any exchange. --------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Prospectus the following statements: (a) Amoco's Annual Report on Form 10-K for the year ended December 31, 1996; (b) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; (c) Amoco's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (d) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (e) Amoco's definitive Proxy Statement dated March 10, 1997, in connection with its Annual Meeting of Shareholders held on April 22, 1997; and (f) Amoco's Current Report on Form 8-K dated April 14, 1997; in each case, as filed with the Securities and Exchange Commission pursuant to the 1934 Act. All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act and all definitive proxy statements pursuant to Section 14 of the 1934 Act filed by the Company and Amoco after the date of this Prospectus and prior to the termination of the offering of the Debt Securities and Warrants shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such 2 8 documents. Amoco's Annual Report on Form 10-K will include summary financial information concerning the Company, and Amoco's Quarterly Reports on Form 10-Q will also include Company summary financial information. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein or in the accompanying Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY AND AMOCO WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR TELEPHONE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE INFORMATION REFERRED TO HEREIN WHICH HAS BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS. WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO AMOCO CORPORATION, P.O. BOX 87703, CHICAGO, ILLINOIS 60680-0703, ATTENTION: SHAREHOLDER SERVICES-0402. TELEPHONE REQUESTS MAY BE DIRECTED TO 312-856-7981. AMOCO AND THE COMPANY Amoco was incorporated in Indiana in 1889 and has its principal executive offices at 200 East Randolph Drive, Chicago, Illinois 60601 (telephone: 312-856-6111). Amoco is a parent corporation concerned with overall policy guidance, financing, coordination of operations, staff services, performance evaluation and planning for its subsidiaries. Amoco and its consolidated subsidiaries form a large integrated petroleum and chemical enterprise. The Company, which was incorporated in Delaware in 1985, has its principal executive offices at 200 East Randolph Drive, Chicago, Illinois 60601 (telephone: 312-856-6111). The Company, a wholly-owned subsidiary of Amoco, is the holding company for substantially all petroleum and chemical operating subsidiaries except Amoco Canada Petroleum Company Ltd., which is wholly-owned by Amoco, and selected other activities. The principal wholly-owned subsidiaries of the Company and the businesses in which they are engaged are summarized below: Amoco Production Company................. Exploration, development, and production of crude oil, natural gas and natural gas liquids, and marketing of natural gas and natural gas liquids. Amoco Oil Company........................ Refining, marketing, and transporting of petroleum and related products. Amoco Chemical Company................... Manufacture and sale of chemical products.
RATIOS OF EARNINGS TO FIXED CHARGES The Company's ratio of earnings to fixed charges on public obligations for the three months ended March 31, 1997 and for each of the five years ended December 31, 1996, were as follows: March 31, 1997 -- 13.2, 1996 -- 14.2, 1995 -- 11.6, 1994 -- 20.4, 1993 -- 13.2, and 1992 -- 8.3. Amoco's ratio of earnings to fixed charges for the three months ended March 31, 1997 and for each of the five years ended December 31, 1996, were as follows: March 31, 1997 -- 9.6, 1996 -- 10.3, 1995 -- 6.9, 1994 -- 8.9, 1993 -- 8.0, and 1992 -- 3.5. Ratios of earnings to fixed charges are computed for each of the enterprises as a whole, including its majority owned consolidated and unconsolidated subsidiaries, and certain 50 percent or less owned companies. Earnings consist of income before income taxes and expensed fixed charges; fixed charges include interest on indebtedness, amortization of debt discount and premium, and a portion of rental expense, net of income from subleased properties, representative of an interest factor. 3 9 USE OF PROCEEDS The net proceeds from sale of the Debt Securities and Warrants will be used in conjunction with other funds for corporate purposes of the Company, including capital and exploration requirements and repayment of debt. Pending the commitment of the proceeds of the Debt Securities and Warrants to such purposes, the Company may invest temporarily in short-term debt obligations. DESCRIPTION OF DEBT SECURITIES The Debt Securities (herein also referred to as "Securities") are to be issued under an Indenture to be entered into (the "Indenture"), among the Company, Amoco and The Chase Manhattan Bank, as Trustee (the "Trustee"), a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The Securities may be issued from time to time in one or more series. The particular terms of each series, or of Securities forming a part of a series, which are offered by a Prospectus Supplement and the related guarantees thereof by the Guarantor (the "Guarantees") will be described in such Prospectus Supplement. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject, and are qualified in their entirety by reference, to all the provisions of the Indenture, including the definitions therein of certain terms, and, with respect to any particular Securities or Guarantees, to the description of the terms thereof included in the Prospectus Supplement relating thereto. References in italics to section numbers are to Sections of the Indenture. GENERAL The Indenture will provide that Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. The Company and Amoco may specify a maximum aggregate principal amount for the Securities of any series. (Section 301.) The Securities are to have such terms and provisions which are not inconsistent with the Indenture, including as to maturity, principal and interest, as the Company and Amoco may determine. The Securities will be unsecured obligations of the Company, will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company and will be guaranteed by Amoco. See "Guarantees by Amoco." The applicable Prospectus Supplement will set forth the price or prices at which the Securities to be offered will be issued and will describe the following terms of such Securities: (1) the title of such Securities; (2) any limit on the aggregate principal amount of such Securities or the series of which they are a part; (3) whether such Securities are to be issuable as Registered Securities, Bearer Securities or both, whether such Securities will be issuable initially in temporary global form, any date, or the manner of determination of any date, prior to which interests in any such temporary global security may not be exchanged for definitive Securities and the extent to which, and the manner in which, any interest on such temporary global security may be paid, and whether any such Securities are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for such Securities of such Series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than as described under "Form, Exchange and Transfer"; (4) the Person to whom and the manner in which interest on such Securities will be payable, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner described under "Temporary Bearer Global Securities"; (5) the date or dates on which the principal of and premium, if any, on any of such Securities will be payable; (6) the rate or rates at which any of such Securities will bear interest, if any, or the manner of calculating such rate or rates, the date or dates from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable and the Regular Record Date for any such interest payable on any Registered Securities on any Interest Payment Date; (7) the place or places where the principal of and any premium, interest and Additional Amounts on any of such Securities will be payable, any Registered Securities may be surrendered for registration of transfer, any such Securities may be surrendered for exchange and notices and demands to or upon the Company and Amoco in respect of any such Securities may be served; (8) the period or periods within which, the price or prices at which and the terms and conditions on which any of such 4 10 Securities may be redeemed, in whole or in part, at the option of the Company; (9) the obligation, if any, of the Company to redeem, purchase or repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of the Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions on which any of such Securities will be redeemed, purchased or repaid, in whole or in part, pursuant to any such obligation; (10) the denominations in which any Registered Securities will be issuable, if other than denominations of U.S. $1,000 and any integral multiple thereof, and the denominations in which any Bearer Securities will be issuable, if other than denominations of U.S. $5,000 and any integral multiple thereof; (11) if the amount of principal of or any premium or interest on any of such Securities may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined; (12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any of such Securities will be payable (and the manner in which the equivalent of the principal amount thereof in the currency of the United States of America is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time); (13) if the principal of or any premium or interest on any of such Securities is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than those in which such Securities are stated to be payable, the currency, currencies or currency units in which payment of any such amount as to which such election is made will be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount is to be determined); (14) if other than the entire principal amount thereof, the portion of the principal amount of any of such Securities which will be payable upon declaration of acceleration of the Maturity thereof; (15) if the principal amount payable at the Stated Maturity of any of such Securities will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); (16) if applicable, that such Securities, in whole or any specified part, are defeasible pursuant to the provisions of the Indenture described under "Defeasance and Covenant Defeasance -- Defeasance and Discharge" or "Defeasance and Covenant Defeasance -- Defeasance of Certain Covenants", or under both such captions; (17) whether any Registered Securities will be issuable in whole or in part in the form of one or more Global Registered Securities and, if so, the respective Depositaries for such Global Registered Securities, the form of any legend or legends to be borne by any such Global Registered Security in addition to or in lieu of the legend referred to under "Global Registered Securities" and, if different from those described under such caption, any circumstances under which any such Global Registered Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Registered Security in whole or in part may be registered, in the names of Persons other than the Depositary for such Global Registered Security or its nominee; (18) whether any legends will be stamped or imprinted on all or a portion of such Securities, and the terms and conditions upon which any legends may be removed; (19) any addition to or change in the Events of Default applicable to any of such Securities and any change in the right of the Trustee or the Holders to declare the principal amount of any of such Securities due and payable; (20) the Guarantees of such Securities; (21) whether and under what circumstances the Company will pay Additional Amounts on such Securities and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts; (22) any addition to or change in the covenants in the Indenture described under "Certain Covenants of the Company" applicable to any of such Securities; (23) any other terms of such Securities not inconsistent with the provisions of the Indenture; and (24) any trustees, authenticating or paying agents, warrant agents, transfer agents, registrars or any other agents or depositaries with respect to such Securities. (Section 301.) Securities, including Original Issue Discount Securities, may be sold at a substantial discount below their principal amount. Certain special United States federal income tax considerations (if any) applicable to Securities sold at an original issue discount may be described in the applicable Prospectus Supplement. In addition, certain special United States federal income tax or other considerations (if any) applicable to any Securities which are denominated in a currency or currency unit other than United States dollars may be described in the applicable Prospectus Supplement. 5 11 FORM, EXCHANGE AND TRANSFER Unless otherwise specified in the applicable Prospectus Supplement, Registered Securities of a series shall be issuable in denominations of U.S. $1,000 and integral multiples thereof and Bearer Securities of a series shall be issuable in denominations of U.S. $5,000 and integral multiples thereof. (Section 302.) At the option of the Holder, subject to the terms of the Indenture and the limitations applicable to Global Registered Securities, Registered Securities of each series will be exchangeable for other Registered Securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount, each such Registered Security having endorsed thereon a Guarantee. (Section 305.) Subject to the terms of the Indenture and the limitations applicable to Global Registered Securities, Registered Securities may be presented for exchange as provided above or for registration of transfer (duly endorsed or accompanied by a proper written instrument of transfer duly executed) at the office of the Security Registrar or at the office of any transfer agent designated by the Company for such purpose. No service charge will be made for any registration of transfer or exchange of Registered Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. The Company has appointed the Trustee as Security Registrar. Any transfer agent (in addition to the Security Registrar) initially designated by the Company for any Securities will be named in the applicable Prospectus Supplement. (Section 305.) The Company may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that the Company will be required to maintain a transfer agent in each Place of Payment for the Securities of each series. Unless otherwise specified in the applicable Prospectus Supplement, the Company will maintain a transfer agent in The City of New York and in London. (Section 1002.) Unless otherwise provided in the Bearer Security and the applicable Prospectus Supplement, all Bearer Securities issued as part of the same identifiable tranche (within the meaning of Regulation S under the Securities Act of 1933, as amended (the "Securities Act")) will be initially represented by a single temporary bearer global security (a "Temporary Bearer Global Security") which will be deposited with a common depositary for Cedel Bank, societe anonyme ("Cedel Bank") and the operator of the Euroclear System ("Euroclear"). Cedel and Euroclear, as the case may be, will credit the account of each subscriber with the principal amount of Bearer Securities being subscribed by it. The Company will irrevocably undertake to exchange the Temporary Bearer Global Security for a definitive permanent bearer global Security (a "Permanent Bearer Global Security") delivered to a common depositary for Euroclear or Cedel Bank upon the later of (i) the date which is 40 days after the later of (A) the completion of the distribution of such identifiable tranche of Bearer Securities as determined by the Underwriters and (B) the settlement date for such tranche (the "Exchange Date"; provided, however, that the Company may, in its sole discretion, extend the Exchange Date for such period of time as the Company may deem necessary in order to ensure that the issuance of such identifiable tranche of Bearer Securities is exempt from registration under the Securities Act by virtue of Regulation S thereunder) and (ii) the date on which Cedel Bank or Euroclear provides to the Trustee or an Authenticating Agent the requisite certification as described under "Temporary Bearer Global Securities" below. Unless otherwise provided in the Bearer Securities and the applicable Prospectus Supplement, the Permanent Bearer Global Security will be exchangeable for definitive Securities in bearer form with or without coupons attached or Securities in registered form without coupons attached upon not less than 60 days' written notice to the Company and the Trustee or an Authenticating Agent from Cedel Bank or Euroclear. Such notice shall specify whether the Permanent Bearer Global Security is to be exchanged for Bearer Securities or Registered Securities, or both, the denominations in which any Registered Securities will be issued and the names in which such Registered Securities will be issued. Upon receipt of such notice, the Company will cause to be prepared for delivery the requested Bearer Securities and/or Registered Securities, in the specified denominations and in the specified names. 6 12 Unless otherwise provided in the Bearer Securities and the applicable Prospectus Supplement, at the option of the Holder, Bearer Securities (with all unmatured coupons appertaining thereto) will be exchangeable into a like aggregate principal amount of Registered Securities of like tenor. Bearer Securities will not be issued in exchange for Registered Securities. (Section 305.) Each Security authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Security will carry all the rights, if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Security. (Section 307.) Such new Security, if a Registered Security, will be so dated, and, if a Bearer Security, will have attached thereto such coupons, that neither gain nor loss in interest will result from such transfer or exchange. Bearer Securities will be subject to certain requirements and restrictions imposed by United States federal tax laws and regulations. See "Limitations on Issuance of Bearer Securities." If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company will not be required to (i) issue, register the transfer of or exchange any Security of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any such Security being redeemed in part, or (iii) exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption. (Section 305.) GLOBAL REGISTERED SECURITIES Some or all of the Registered Securities of any series may be represented, in whole or in part, by one or more Global Registered Securities which will have an aggregate principal amount equal to that of the Registered Securities represented thereby. Each Global Registered Security will be registered in the name of a Depositary or a nominee thereof identified in the applicable Prospectus Supplement, will be deposited with such Depositary or nominee or a custodian therefor and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the Indenture. Notwithstanding any provision of the Indenture or any Security described herein, no Global Registered Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Registered Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Registered Security or any nominee of such Depositary unless (i) the Depositary has notified the Company and Amoco that it is unwilling or unable to continue as Depositary for such Global Registered Security or has ceased to be qualified to act as such as required by the Indenture, (ii) there shall have occurred and be continuing an Event of Default with respect to the Registered Securities represented by such Global Registered Security or (iii) there shall exist such circumstances, if any, in addition to or in lieu of those described above as may be described in the applicable Prospectus Supplement. All Registered Securities issued in exchange for a Global Registered Security or any portion thereof will be registered in such names as the Depositary may direct. (Sections 204 and 305.) As long as the Depositary, or its nominee, is the registered Holder of a Global Registered Security, the Depositary or such nominee, as the case may be, will be considered the sole owner and Holder of such Global Registered Security and the Registered Securities represented thereby for all purposes under the Registered Securities and the Indenture. Except in the limited circumstances referred to above, owners of beneficial interests in a Global Registered Security will not be entitled to have such Global Registered Security or any Registered Securities represented thereby registered in their names, will not receive or be entitled to receive 7 13 physical delivery of certificated Registered Securities in exchange therefor and will not be considered to be the owners or Holders of such Global Registered Security or any Registered Securities represented thereby for any purpose under the Registered Securities or the Indenture. All payments of principal of and any premium and interest on a Global Registered Security will be made to the Depositary or its nominee, as the case may be, as the Holder thereof. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a Global Registered Security. Ownership of beneficial interests in a Global Registered Security will be limited to institutions that have accounts with the Depositary or its nominee ("participants") and to persons that may hold beneficial interests through participants. In connection with the issuance of any Global Registered Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of Registered Securities represented by the Global Registered Security to the accounts of its participants. Ownership of beneficial interests in a Global Registered Security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to participants' interests) or any such participant (with respect to interests of persons held by such participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Registered Security may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Company, Amoco, the Trustee or any agent of the Company, Amoco or the Trustee will have any responsibility or liability for any aspect of the Depositary's or any participant's records relating to, or for payments made on account of, beneficial interests in a Global Registered Security, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Secondary trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a Global Registered Security, in some cases, may trade in the Depositary's same-day funds settlement system, in which secondary market trading activity in those beneficial interests would be required by the Depositary to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a Global Registered Security upon the original issuance thereof may be required to be made in immediately available funds. PAYMENT AND PAYING AGENTS Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest on a Registered Security on any Interest Payment Date will be made to the Person in whose name such Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. (Section 307.) Unless otherwise indicated in the applicable Prospectus Supplement, principal of and any premium and interest on the Registered Securities of a particular series will be payable at the office of such Paying Agent or Paying Agents as the Company may designate for such purpose from time to time, except that at the option of the Company payment of any interest may be made by check mailed to the address of the Person entitled thereto as such address appears in the Security Register. Unless otherwise indicated in the applicable Prospectus Supplement, the corporate trust office of the Trustee in The City of New York will be designated as the Company's sole Paying Agent for payments with respect to Registered Securities of each series. Any other Paying Agents initially designated by the Company for the Registered Securities of a particular series will be named in the applicable Prospectus Supplement. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company will be required to maintain a Paying Agent in each Place of Payment for the Registered Securities of a particular series. Unless otherwise specified in the applicable Prospectus Supplement, the Company will maintain a Paying Agent in The City of New York for the Registered Securities. (Section 1002.) The principal of and any premium and interest on a Temporary Bearer Global Security and a Permanent Bearer Global Security will be paid to each of Euroclear and Cedel Bank with respect to that portion of such 8 14 Temporary Bearer Global Security or Permanent Bearer Global Security held for its account. The Company understands that in accordance with current operating procedures of Euroclear and Cedel each of Euroclear and Cedel will credit such principal and any premium and interest received by it in respect of a Temporary Bearer Global Security or Permanent Bearer Global Security to the respective accounts of the persons who on its records are owners of beneficial interests in such Temporary Bearer Global Security or Permanent Bearer Global Security. If a Registered Security is issued in exchange for any portion of a Permanent Bearer Global Security after the close of business at the office or agency where such exchange occurs on (i) any regular record date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any special record date and before the opening of business at such office or agency on the related proposed date for payment of defaulted interest, interest or defaulted interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to Euroclear and Cedel Bank, and the Company understands that Euroclear and Cedel Bank will undertake in such circumstances to credit such interest to the account of the person who was the beneficial owner of such portion of such Permanent Bearer Global Security on such regular record date or special record date, as the case may be. (Section 305.) Unless otherwise indicated in the Bearer Security and the applicable Prospectus Supplement, payment of any interest on Bearer Securities will be payable by check upon surrender of any applicable coupon, and principal of and any premium on Bearer Securities will be payable by check upon surrender of such Securities, at such offices or agencies outside the United States as the Company may from time to time designate; provided, that no interest will be payable on any Bearer Security (including a Temporary Bearer Global Security) until the Owner Tax Certification described under "Temporary Bearer Global Securities -- Certifications" is delivered to Euroclear or Cedel Bank and Euroclear or Cedel Bank delivers the Depositary Tax Certification described under "Temporary Bearer Global Securities -- Interest Payment Date Prior to Exchange Date" to the Company or its agent. No payment with respect to any Bearer Security will be made at any office or agency in the United States or its possessions or by check mailed to any address in the United States or its possessions or by transfer to an account maintained with a bank located in the United States or its possessions. (Sections 304 and 305.) Notwithstanding the foregoing, payments of principal of and any premium and interest on Bearer Securities payable in dollars will be made in the United States if (but only if) payment of the full amount thereof in dollars at the office of each Paying Agent outside the United States appointed and maintained by the Company is illegal or effectively precluded by exchange controls or other similar restrictions. Bearer Securities called or presented for redemption should be presented for payment of the applicable redemption price together with all unmatured coupons. Amounts due in respect of any missing unmatured coupons will be deducted from the sum due for payment. Interest due on or prior to the redemption date on Bearer Securities will be payable only upon the surrender of the corresponding coupons. (Section 1106.) All moneys paid by the Company or Amoco to a Paying Agent for the payment of the principal of or any premium, interest or Additional Amounts on any Security which remain unclaimed at the end of two years after such principal, premium, interest or Additional Amounts has become due and payable will be repaid to the Company, and the Holder of such Security thereafter may look only to the Company and Amoco for payment thereof. (Section 1003.) GUARANTEES BY AMOCO Amoco will unconditionally guarantee the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Securities, and the due and punctual payment of any sinking fund or analogous payments (including all Additional Amounts), when and as the same shall become due and payable, whether at maturity, upon redemption, by declaration of acceleration or otherwise. (Section 1401.) The Guarantees will be direct, unsecured and unsubordinated obligations of Amoco and will rank equally and ratably with other unsecured and unsubordinated indebtedness. 9 15 CERTAIN COVENANTS OF THE COMPANY Limitation on Liens. The Company will covenant in the Indenture that it will not, nor will it permit any Restricted Subsidiary to, issue, assume, or guarantee any Debt if such Debt is secured by a Mortgage upon any Producing Property, any Refining or Manufacturing Property or any shares of stock or indebtedness of any Restricted Subsidiary, without, in any such case, effectively providing, concurrently with the issuance, assumption or guarantee of any such Debt, that the Securities (together with, if the Company shall so determine, any other indebtedness of, or guaranteed by, the Company or such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Debt, so long as such Debt shall be so secured; provided, however, that the foregoing restriction shall not apply to: (i) Mortgages existing as of the date of the first issuance by the Company of the Securities of any series; (ii) Mortgages on property, shares of stock or indebtedness, or in respect of indebtedness, of any corporation existing at the time such corporation becomes a Restricted Subsidiary, or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such corporation becoming a Restricted Subsidiary; (iii) Mortgages on property, shares of stock or indebtedness, or in respect of indebtedness, existing at the time of acquisition thereof (including acquisition through merger, amalgamation or consolidation), or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of the acquisition of such property, shares, stock or indebtedness; (iv) Mortgages securing the payment of all or any part of the purchase price of any property or securing any Debt incurred prior to, at the time of or within 90 days after the acquisition of such property for the purpose of financing all or any part of the purchase price thereof (provided such Mortgages are limited to such property and improvements thereon); (v) Mortgages which secure Debt owing by any Restricted Subsidiary to the Company, to the Guarantor or to a Restricted Subsidiary; (vi) Mortgages on any Producing Property or Refining or Manufacturing Property to secure all or any part of the cost of surveying, exploration, mining, drilling, extraction, development, construction, alteration, repair or improvement of all or any part thereof, or to secure Debt incurred prior to, at the time of or within 12 months after the completion of such surveying, exploration, mining, drilling, extraction, development, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost (provided such Mortgages are limited to such property and improvements thereon); (vii) Mortgages securing Debt in respect of commitments of purchase or sale of, or the transportation or distribution of, products derived from the property so mortgaged; (viii) Mortgages on personal property, other than on any shares of stock or indebtedness of any Restricted Subsidiary; (ix) Mortgages securing Debt incurred in connection with environmental law obligations imposed by or pursuant to any legislative, governmental or regulatory authority; (x) Mortgages in favor of or at the request of the United States or any state or territory thereof, or any other country or any department, agency, instrumentality or political subdivision of any such jurisdiction, or in favor of holders of securities issued by any such entity, securing Debt owing thereto or partial, progress, advance or other payments or performance pursuant to the provisions of any contract, subcontract or statute, or to secure any indebtedness incurred for the purpose of financing all or any part of any purchase price or cost of constructing or improving the property subject thereto, including, without limitation, any Mortgages securing Debt issued, assumed or guaranteed in industrial development, pollution control, or similar revenue bonds; 10 16 (xi) Mortgages arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired, or by reason of any deposit or pledge with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or any Restricted Subsidiary or in connection with other proceedings or actions at law or in equity by or against the Company or any Restricted Subsidiary; (xii) Mortgages on current assets to secure Debt incurred in the ordinary course of business and maturing not more than twelve months from the date incurred; and (xiii) any extension, renewal, alteration or replacement (or successive extensions, renewals, alterations or replacements), in whole or in part, of any Mortgage referred to in the foregoing clauses (i) through (xii) inclusive; provided that the principal amount of Debt secured thereby shall not materially exceed the principal amount of Debt so secured at the time of such extension, renewal, alteration or replacement and that such extension, renewal, alteration or replacement shall be limited to all or a part of the property (plus improvements on such property) which secured the Mortgage so extended, renewed, altered or replaced. Notwithstanding the foregoing, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee any secured Debt which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other such secured Debt of the Company and its Restricted Subsidiaries and the amount of capitalized lease obligations (as included in the latest annual audited consolidated balance sheet of Amoco) related to property subject to Sale and Lease-Back Transactions which would be subject to the restrictions on Sale and Lease-Back Transactions described below but for this paragraph, does not at the time exceed 10% of Consolidated Adjusted Net Assets. For the purposes of the foregoing and the Sale and Lease-Back Transactions described below, the following types of transactions, among others, shall not be deemed to create Debt: (i) the sale or other transfer of oil, gas or other minerals in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of such minerals or (ii) the sale or other transfer of any other interest in property of the character commonly referred to as a "production payment." The Company also will covenant in the Indenture that it will not, nor will it permit any Restricted Subsidiary to, merge or consolidate with another corporation if any Producing Property or Refining or Manufacturing Property or shares of stock or indebtedness of any Restricted Subsidiary owned immediately prior thereto which remains Producing Property or Refining or Manufacturing Property or shares of stock or indebtedness of any Restricted Subsidiary immediately thereafter would thereupon become subject to any Mortgage, other than a Mortgage referred to in the foregoing clauses (i) through (xiii) inclusive and other than a Mortgage for, evidencing or with respect to secured Debt which is permitted pursuant to the provision described in the second preceding paragraph above, unless the Company or such Restricted Subsidiary shall have effectively provided that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured by a direct lien on such Producing Property or Refining or Manufacturing Property or shares of stock or indebtedness of any Restricted Subsidiary, equally and ratably with (or prior to) such Mortgage, so long as such Mortgage shall exist. (Section 1005.) Limitation on Sale and Lease-Back Transactions. The Company will covenant in the Indenture that it will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Producing Property or Refining or Manufacturing Property (except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (referred 11 17 to as a "Sale and Lease-Back Transaction"), unless the proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company) of such property and (a) the Company or such Restricted Subsidiary would be entitled to issue, assume or guarantee Debt, in an amount equal to the fair value (as determined by the Board of Directors of the Company) of the property so leased, secured by the Mortgage on the property to be leased without equally and ratably securing the Securities and without violating the covenant described under "Limitation on Liens"; (b) the Company shall apply within 12 months after consummation of such transaction an amount equal to the net proceeds of such transaction to the retirement (other than any mandatory retirement) of Debt issued, assumed or guaranteed by the Company which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of the creation of such Debt; or (c) since the date of the Indenture and within a period commencing 12 months prior to the consummation of such transaction and ending 12 months after the consummation of such transaction, the Company or such Restricted Subsidiary has expended or shall expend for any Producing Property or Refining or Manufacturing Property an amount equal to (i) the net proceeds of such transaction and the Company elects to designate such amount as a credit against such transaction or (ii) a part of the net proceeds of such transaction and the Company elects to designate such amount as a credit against such transaction and applies an amount equal to the remainder of the net proceeds as described in clause (b) above. (Section 1006.) Payment of Additional Amounts. If the Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto Additional Amounts as to the extent described in the applicable Prospectus Supplement. (Section 1007.) References herein and in any Prospectus Supplement to the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, include reference to the payment of such Additional Amounts. CERTAIN DEFINITIONS For purposes of the covenants described above, the following terms have the following definitions: "Consolidated Adjusted Net Assets" means total assets of the Company and its consolidated subsidiaries less (i) their total prepaid and deferred charges and (ii) their total current liabilities (excluding any portion thereof which may by its terms be extended or renewed at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed), all as included in the latest annual audited consolidated balance sheet of Amoco). "Debt" means any indebtedness for money borrowed. "Mortgage" means any mortgage, pledge, security interest or lien. "Producing Property" means any property interest of the Company or any Restricted Subsidiary in land located within the United States of America considered by the Company or Restricted Subsidiary, as the case may be, to be productive of crude oil, natural gas or other petroleum hydrocarbons in paying quantities. "Refining or Manufacturing Property" means any refining or manufacturing property of the Company or any Restricted Subsidiary which is located within the United States of America, other than any such property or portion thereof which (i) in the opinion of the Board of Directors of the Company is not of material importance to the business of the Company and its consolidated subsidiaries as a whole, (ii) is classified by the corporation which owns it as a transportation or marketing facility or (iii) is owned directly or indirectly by the Company or one or more of its Subsidiaries or by the Company and one or more of its Subsidiaries jointly or in common with others and the aggregate interest therein of the Company and its Subsidiaries does not equal at least 50%. 12 18 "Restricted Subsidiary" means: i) each of the following companies so long as the major portion of its assets is located within the territorial limits of the United States of America and its territorial possessions: Amoco Oil Company, Amoco Production Company and Amoco Chemical Company; and ii) any other corporation (A) substantially all the assets of which are located within the territorial limits of the United States of America and its territorial possessions, (B) which has total assets in excess of three percent (3%) of the total consolidated assets of the Company and its consolidated subsidiaries, as included in the latest annual audited consolidated balance sheet of Amoco, and (C) of which at least eighty percent (80%) of the outstanding stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Company; provided, however, that the term "Restricted Subsidiary" does not include any corporation (a) the principal operating properties of which consist of oil or gas pipeline properties, (b) the principal assets of which are stock or indebtedness of corporations which conduct substantially all of their business outside the territorial limits of the United States of America and its territorial possessions or (c) principally engaged in financing receivables, making loans, extending credit or other activities of a character conducted by a credit or acceptance company. CONSOLIDATION, MERGER AND SALE OF ASSETS The Company will covenant in the Indenture that it will not, nor will it permit any Restricted Subsidiary to, merge or consolidate with another corporation if any Producing Property or Refining or Manufacturing Property or any shares of stock or indebtedness of any Restricted Subsidiary would thereupon become subject to any Mortgage under the circumstances, and with the exceptions, described under "Certain Covenants of the Company -- Limitation on Liens." Subject to the restrictions referred to in the preceding paragraph, the Company may merge or consolidate with, or sell or convey all or substantially all of its property to, any other corporation if (except in the sale or conveyance to a Restricted Subsidiary) such other corporation assumes the obligations of the Company under the Securities and the Indenture and if immediately after the merger, consolidation, conveyance or sale, the Company or such successor corporation is not in default in the performance of any covenants or obligations of the Company under the Indenture or the Securities. (Section 801.) CERTAIN COVENANTS OF AMOCO The Indenture will not limit the amount of debt, either secured or unsecured, which may be issued by Amoco. Amoco will covenant in the Indenture that it will not merge or consolidate with another corporation or sell or convey all or substantially all of its property to any other corporation unless such other corporation (except in any sale or conveyance to the Company or one of its Restricted Subsidiaries) assumes the obligations of Amoco under the Guarantees. (Section 803.) Amoco will also covenant that it will furnish certain information and certificates to the Trustee on the dates specified in the Indenture. EVENTS OF DEFAULT Each of the following will constitute an Event of Default under the Indenture with respect to Securities of any series: (a) failure to pay principal of or any premium on any Security of that series when due; (b) failure to pay any interest on any Securities of that series when due, continued for 30 days; (c) failure to deposit any sinking fund payment, when due, in respect of any Security of that series; (d) failure to perform any other covenant of the Company or Amoco in the Indenture (other than a covenant included in the Indenture solely 13 19 for the benefit of a series other than that series), continued for 90 days (or such other period, if any, described in the applicable Prospectus Supplement) after written notice has been given by the Trustee, or the Holders of at least 25% in principal amount of the Outstanding Securities of that series, as provided in the Indenture; (e) certain events in bankruptcy, insolvency or reorganization and (f) any other Event of Default described in the applicable Prospectus Supplement. (Section 501.) If an Event of Default described in clauses (a) through (c) above or clause (d) above (in the event of a default with respect to less than all Outstanding series of Securities) shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series by notice as provided in the Indenture may declare the principal amount of the Securities of that series (or, in the case of any Security that is an Original Issue Discount Security or the principal amount of which is not then determinable, such portion of the principal amount of such Security, or such other amount in lieu of such principal amount, as may be specified in the terms of such Security) to be due and payable immediately. If an Event of Default described in clause (d) above (in the event of a default with respect to all Outstanding series of Securities) or clause (e) above shall have occurred and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of all series by notice as provided in the Indenture may declare the principal amount of the Securities of all series (or, in the case of any Security that is an Original Issue Discount Security or the principal amount of which is not then determinable, such portion of the principal amount of such Security, or such other amount in lieu of such principal amount, as may be specified in the terms of such Security) to be due and payable immediately. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series (or of all Outstanding Securities, as the case may be) may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the Indenture. (Section 502.) For information as to waiver of defaults, see "Modification and Waiver." Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. (Section 603.) Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series affected by any Event of Default (or of all Outstanding Securities of all series, as the case may be) will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of that series (or of all Securities, as the case may be). (Section 512.) No Holder of a Security of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of that series, (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series (or all series, as the case may be) have made written request, and such Holder or Holders have offered reasonable indemnity, to the Trustee to institute such proceeding as trustee and (iii) the Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series (or all series, as the case may be) a direction inconsistent with such request, within 60 days after such notice, request and offer. (Section 507.) However, such limitations do not apply to a suit instituted by a Holder of a Security for the enforcement of payment of the principal of or any premium or interest on such Security on or after the applicable due date specified in such Security. (Section 508.) The Company and Amoco will be required to furnish to the Trustee annually a statement by certain of their respective officers as to whether or not the Company or Amoco, as the case may be, to their knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such known defaults. (Section 1004.) 14 20 MODIFICATION AND WAIVER The Indenture will provide that modifications and amendments of the Indenture may be made by the Company, Amoco and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Outstanding Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, (b) reduce the principal amount of, or any premium or interest on, any Security, (c) change the obligation of the Company to pay Additional Amounts, (d) reduce the amount of principal of an Original Issue Discount Security or any other Security payable upon acceleration of the Maturity thereof, (e) change the place or currency of payment of principal of, or any premium or interest or Additional Amounts on, any Security, (f) impair the right to institute suit for the enforcement of any payment on or with respect to any Security, (g) reduce the percentage in principal amount of Outstanding Securities of any series, the consent of whose Holders is required for modification or amendment of the Indenture, (h) reduce the percentage in principal amount of Outstanding Securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults, (i) reduce the requirements with respect to quorum or voting, (j) modify such provisions with respect to modification and waiver, or (k) change in any manner adverse to the interests of the Holders of any Outstanding Securities the terms and conditions of the Guarantees. (Section 902.) The Holders of 66 2/3% in principal amount of the Outstanding Securities of any series may waive compliance by the Company and the Guarantor with certain restrictive provisions of the Indenture. (Section 1008.) The Holders of a majority in principal amount of the Outstanding Securities of any series (or all series, as the case may be) may waive any past default under the Indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding Security of such series (or all series, as the case may be) affected. (Section 513.) The Indenture will provide that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given or taken any direction, notice, consent, waiver or other action under the Indenture as of any date, or whether a quorum is present at a meeting of Holders of Securities, (i) the principal amount of an Original Issue Discount Security that will be deemed to be Outstanding will be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date, (ii) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable (for example, because it is based on an index), the principal amount of such Security deemed to be Outstanding as of such date will be an amount determined in the manner prescribed for such Security and (iii) the principal amount of a Security denominated in one or more foreign currencies or currency units that will be deemed to be Outstanding will be the U.S. dollar equivalent, determined as of such date in the manner prescribed for such Security, of the principal amount of such Security (or, in the case of a Security described in clause (i) or (ii) above, of the amount described in such clause). Certain Securities, including those for whose payment or redemption money has been deposited or set aside in trust for the Holders and those that have been fully defeased pursuant to Section 1302, will not be deemed to be Outstanding. (Section 101.) Except in certain limited circumstances, the Company will be entitled to set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the Indenture, in the manner and subject to the limitations provided in the Indenture. In certain limited circumstances, the Trustee also will be entitled to set a record date for action by Holders. If a record date is set for any action to be taken by Holders of a particular series, such action may be taken only by persons who are Holders of Outstanding Securities of that series on the record date. To be effective, such action must be taken by Holders of the requisite principal amount of such Securities within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as may be specified by the Company (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time. (Section 104.) 15 21 DEFEASANCE AND COVENANT DEFEASANCE The Indenture will provide that, if and to the extent indicated in the applicable Prospectus Supplement, the Company may elect, at its option at any time, to have the provisions of Section 1302, relating to defeasance and discharge of indebtedness, or Section 1303, relating to defeasance of certain restrictive covenants in the Indenture, applied to the Securities of any series, or to any specified part of a series. (Section 1301.) Defeasance and Discharge. The Indenture will provide that, upon the Company's exercise of its option (if any) to have Section 1302 applied to any Securities, the Company and Amoco will be discharged from all their respective obligations with respect to such Securities (except for certain obligations to exchange or register the transfer of Securities, to replace stolen, lost or mutilated Securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the Holders of such Securities of money or Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Securities on the respective Stated Maturities in accordance with the terms of the Indenture and such Securities. Such defeasance or discharge may occur only if, among other things, the Company and Amoco have delivered to the Trustee an Opinion of Counsel to the effect that the Company or Amoco, as the case may be, has received from, or there has been published by, the United States Internal Revenue Service a ruling, regulation or pronouncement of comparable authority, or there has been a change in tax law, in either case to the effect that Holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. (Sections 1302 and 1304.) Defeasance of Certain Covenants. The Indenture will provide that, upon the Company's exercise of its option (if any) to have Section 1303 applied to any Securities, the Company and Amoco may omit to comply with certain restrictive covenants, including those described under "Certain Covenants of the Company -- Limitation on Liens" and "-- Limitation on Sale and Lease-Back Transactions", "Consolidation, Merger and Sale of Assets" and "Certain Covenants of Amoco" relating to the consolidation, merger and sale of assets by Amoco, and any that may be described in the applicable Prospectus Supplement, and the occurrence of certain Events of Default, which are described above in clause (d) (with respect to such restrictive covenants) under "Events of Default" and any that may be described in the applicable Prospectus Supplement, will be deemed not to be or result in an Event of Default, in each case with respect to such Securities. In order for the Company to exercise such option, the Company and Amoco will be required to deposit, in trust for the benefit of the Holders of such Securities, money or Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Securities on the respective Stated Maturities in accordance with the terms of the Indenture and such Securities. The Company and Amoco will also be required, among other things, to deliver to the Trustee an Opinion of Counsel to the effect that Holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event the Company exercised this option with respect to any Securities and such Securities were declared due and payable because of the occurrence of any Event of Default, the amount of money and Government Obligations so deposited in trust would be sufficient to pay amounts due on such Securities at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such Securities upon any acceleration resulting from such Event of Default. In such case, the Company and Amoco would remain liable for such payments. (Sections 1303 and 1304.) TEMPORARY BEARER GLOBAL SECURITIES General Unless otherwise specified in the Bearer Security and the applicable Prospectus Supplement, the Securities constituting a separate identifiable tranche (within the meaning of Regulation S under the 16 22 Securities Act) will initially be represented by a Temporary Bearer Global Security, to be deposited with a common depositary in London for Euroclear and Cedel Bank for credit to the designated accounts. The Temporary Bearer Global Security will be exchangeable for a Permanent Bearer Global Security on the Exchange Date as described under "Form, Exchange and Transfer" above. Interest Payment Date Prior to Exchange Date In the case of a Temporary Bearer Global Security that has an Interest Payment Date prior to the Exchange Date, a member organization appearing in the records of Euroclear or Cedel as entitled to a portion of the principal amount of such Temporary Bearer Global Security (a "Member Organization") must provide an Owner Tax Certification (as defined below) to Euroclear or Cedel Bank and Euroclear or Cedel must provide to the Company or its agent a certification in the form required by the Indenture (a "Depositary Tax Certification"), in each case, prior to the payment of interest. Until an Owner Tax Certification is provided by the Member Organization to Euroclear or Cedel Bank and Euroclear or Cedel Bank provides to the Company or its agent a Depositary Tax Certification, such Member Organization will not be entitled to receive any interest with respect to its interest in the Temporary Bearer Global Security or to exchange its interest therein for a portion of the Permanent Bearer Global Security. Exchange Date Prior to Interest Payment Date In the case of a Temporary Bearer Global Security that does not have an Interest Payment Date prior to the Exchange Date, the Member Organization must provide to Euroclear or Cedel Bank an Owner Tax Certification and Euroclear or Cedel Bank must provide to the Company or its agent a Depositary Tax Certification. Until the requisite certifications are provided by the Member Organization to Euroclear or Cedel Bank and Euroclear or Cedel Bank provides the requisite certifications to the Company or its Agent, such Member Organization shall not be entitled to receive any interest with respect to its interest in the Temporary Bearer Global Security or to exchange its interest in the Temporary Bearer Global Security for a portion of the Permanent Bearer Global Security. Certifications As described above, no interest will be paid on any Temporary Bearer Global Security and no exchange of a Temporary Bearer Global Security for a portion of the Permanent Bearer Global Security may occur until the person entitled to receive such interest or a portion of the Permanent Bearer Global Security furnishes written certification (the "Owner Tax Certification"), in the form required by the Indenture, to the effect that such person (i) is not a United States person (as defined below under "Limitations on Issuance of Bearer Securities"), (ii) is a foreign branch of a United States financial institution purchasing for its own account or for resale, or is a United States person who acquired the Security through such a financial institution and who holds the Security through such financial institution on the date of certification, provided in either case that such financial institution provides a certificate to the Company or the distributor selling the Security to it stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations thereunder, or (iii) is a financial institution holding for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). A financial institution described in clause (iii) of the preceding sentence (whether or not also described in clause (i) or (ii)) must certify that it has not acquired the Security for purposes of resale directly to a United States person or to a person within the United States or its possessions. PAYMENT OF STAMP AND OTHER TAXES The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the Indenture or the original issuance of the Securities. Except as described in the applicable Prospectus Supplement, and "Certain Covenants of the Company -- Payment of Additional Amounts", the Company will not be required to make 17 23 any payment with respect to any tax, assessment or governmental charge imposed by any government or any political subdivision thereof or taxing authority therein. NOTICES -- TO HOLDERS OF REGISTERED SECURITIES Notices to Holders of Registered Securities will be deemed to be validly given if sent by first class mail to them at their respective addresses as recorded in the Security Register, and will be deemed to have been validly given on the fourth Business Day after the date of such mailing. (Section 106.) NOTICES -- TO HOLDERS OF BEARER SECURITIES Notices to Holders of Bearer Securities will be deemed to be validly given if published in a leading daily English language newspaper having general circulation in London (which is expected to be the Financial Times) or, if such publication is not practicable, if published in a leading English language newspaper having general circulation in Europe or, in the case of a Temporary Bearer Global Security or Permanent Bearer Global Security, if delivered to Euroclear and Cedel Bank for communication by them to the persons shown in their respective records as having interests therein. (Section 106.) TITLE Title to any Temporary Bearer Global Security, any Permanent Bearer Global Security, any Bearer Security and any coupons appertaining to any such Security thereto will pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Holder of any Bearer Security and the Holder of any coupon and the registered owner of any Registered Security as the absolute owner thereof (whether or not such Security or coupon shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other purposes. (Section 308.) GOVERNING LAW The Indenture, the Securities and any related coupons and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York. (Section 112.) REGARDING THE TRUSTEE The Chase Manhattan Bank is depository for funds of, makes loans to, acts as trustee for certain employee benefit plans and performs other services for the Company and Amoco in the normal course of business. H. Laurance Fuller, the Chairman of the Board, President and Chief Executive Officer of Amoco, is a Director of The Chase Manhattan Corporation and The Chase Manhattan Bank. The Chase Manhattan Bank serves as trustee under (i) an indenture relating to debt securities of Amoco Canada Petroleum Company Ltd., guaranteed as to payment of principal, premium, if any, and interest, if any, by the Company and Amoco and (ii) an indenture relating to debt securities of Amoco Argentina Oil Company, Argentina Branch, guaranteed as to payment of principal, premium, if any, and interest, if any, by the Company and Amoco. LIMITATIONS ON ISSUANCE OF BEARER SECURITIES In compliance with United States federal tax laws and regulations, Bearer Securities (including Temporary Bearer Global Securities and Permanent Bearer Global Securities) may not be offered or sold during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the United States or its possessions or to United States persons (each as defined below) other than to an office located outside the United States and its possessions of a United States financial institution (as defined in Section 1.165-12(c)(1)(v) of the United States Treasury Regulations), purchasing for its own account or for resale or for the account of certain customers, that provides a certificate stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations thereunder, or to certain 18 24 other persons described in Section 1.163-(5)(c)(2)(i)(D)(1)(iii)(B) of the United States Treasury Regulations. Moreover, such Bearer Securities may not be delivered in connection with their sale during the restricted period within the United States or its possessions. Any distributor (as defined in Section 1.163- 5(c)(2)(i)(D)(4) of the United States Treasury Regulations) participating in the offering or sale of Bearer Securities must covenant that it will not offer or sell during the restricted period any Bearer Securities within the United States or its possessions or to United States persons (other than the persons described above), it will not deliver in connection with the sale of Bearer Securities during the restricted period any Bearer Securities within the United States or its possessions and it has in effect procedures reasonably designed to ensure that its employees and agents who are directly engaged in selling the Bearer Securities are aware of the restrictions on offers and sales described above. No Bearer Securities (other than a Temporary Bearer Global Security) may be delivered, nor may interest be paid on any Bearer Securities until receipt by the Company of (i) a Depositary Tax Certification in the case of Temporary Bearer Global Securities or (ii) an Owner Tax Certification in all other cases as described above under "Description of Debt Securities -- Temporary Bearer Global Securities -- Certifications." Bearer Securities will bear a legend to the following effect: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code." As used in this section, "United States person" means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the United States and any estate or trust the income of which is subject to United States federal income taxation regardless of its source, "United States" means the United States of America including the States thereof and the District of Columbia) and "possessions" of the United States include Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Islands and Northern Mariana Islands. DESCRIPTION OF WARRANTS The Company may issue Warrants for the purchase of Debt Securities. Warrants may be issued independently or together with any Debt Securities by any Prospectus Supplement and may be attached to or separate from such Debt Securities. The Warrants will be issued under a Warrant Agreement to be entered into between the Company and a bank or trust company, as agent (the "Warrant Agent"), all as set forth in the Prospectus Supplement relating to the particular issue of Warrants. The Warrant Agent will act solely as an agent of the Company in connection with the Warrant Certificates and will not assume any fiduciary obligation or relationship of agency or trust for or with any holders of Warrant Certificates or beneficial owners of Warrants. The following summaries of certain provisions of the form of Warrant Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the form of Warrant Agreement (including the form of Warrant Certificate), copies of which are filed as an exhibit to the Registration Statement. GENERAL If Warrants are offered hereby, reference is made to the Prospectus Supplement for the following terms of the Warrants offered hereby (to the extent such terms are applicable to such Warrants): (1) the offering price; (2) the currency or units based on or relating to currencies (including ECUs) for which Warrants may be purchased; (3) the designation, aggregate principal amount, currency or currency unit, and terms of the Debt Securities purchasable upon exercise of the Warrants and, if such Debt Securities are issuable in bearer form, restrictions applicable to the purchase of Debt Securities in bearer form upon exercise of the Warrants; (4) the designation and terms of the Debt Securities with which the Warrants are issued and the number of Warrants issued with each Debt Security; (5) the date, if any, on and after which the Warrants and the related Debt Securities will be separately transferable; (6) the principal amount of Debt Securities purchasable upon exercise of one Warrant and the price at and currency or currency units in which such principal amount of Debt Securities may be purchased upon such exercise; (7) the date on which the right to exercise the Warrants shall commence and the date (the "Expiration Date") on which such right shall expire; (8) whether the Warrant Certificates will be issuable in registered or bearer form or both; (9) federal income 19 25 tax consequences; and (10) any other terms of the Warrants, including any terms which may be required or desirable under applicable law. Warrant Certificates may be exchanged for new Warrant Certificates of different denominations, may (if in registered form) be presented for registration of transfer, and may be exercised at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, Holders of Warrants will not have any of the rights of Holders of the Debt Securities purchasable upon such exercise, including the right to receive payments of principal of, or interest, premium and Additional Amounts, if any, on the Debt Securities purchasable upon such exercise or to enforce covenants in the Indenture. EXERCISE OF WARRANTS Each Warrant will entitle the Holder to purchase such principal amount of Debt Securities at such exercise price as shall in each case be set forth in, or calculable from, the Prospectus Supplement relating to the Warrants. Warrants may be exercised at any time up to the time specified on the Expiration Date set forth in the Prospectus Supplement relating to such Warrants. After such time on the Expiration Date (or such later date to which such Expiration Date may be extended by the Company), unexercised Warrants will become void. Subject to any restrictions and additional requirements that may be set forth in the Prospectus Supplement relating thereto, Warrants may be exercised by delivery to the Warrant Agent of the Warrant Certificate evidencing such Warrants properly completed and duly executed and of payment as provided in the Prospectus Supplement of the amount required to purchase the Debt Securities purchasable upon such exercise. Warrants will be deemed to have been exercised upon receipt of such Warrant Certificate and payment at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement and the Company will, as soon as practicable thereafter, issue and deliver the Debt Securities purchasable upon such exercise. If fewer than all of the Warrants represented by such Warrant Certificate are exercised, a new Warrant Certificate will be issued for the remaining amount of the Warrants. PLAN OF DISTRIBUTION The Company may sell the Debt Securities and Warrants being offered hereby (i) through agents, (ii) through underwriters, (iii) through dealers, (iv) directly to purchasers or to purchasers and dealers (through a specific bidding or auction process or otherwise), or through a combination of any such methods of sale. Debt Securities and Warrants may be offered and sold through agents designated by the Company from time to time. Any such agent involved in the offer or sale of the Debt Securities and Warrants in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment (ordinarily five business days or less). Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, as amended (the "1933 Act"), of the Debt Securities and Warrants so offered and sold. Agents may be entitled under agreements which may be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act, and may be customers of, engage in transactions with or perform services for the Company or Amoco in the ordinary course of business. If any underwriter or underwriters are utilized in the sale of the Debt Securities and Warrants, the Company will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including compensation of the underwriters and dealers, if any, will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of the Debt Securities and Warrants in respect of which this Prospectus is delivered to the public. The underwriters may be entitled, under the relevant underwriting agreement, to indemnification by 20 26 the Company against certain liabilities, including liabilities under the 1933 Act. Morgan Stanley & Co. Incorporated and/or other underwriters named in the Prospectus Supplement may act as managing underwriter with respect to an offering of Debt Securities and Warrants effected through underwriters. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with the Debt Securities and Warrants offered thereby and if Morgan Stanley & Co. Incorporated is not named in the Prospectus Supplement, it will not be a party to the underwriting agreement relating to such Debt Securities and Warrants, it will not be purchasing any such Debt Securities and Warrants from the Company in connection with such offering and it will have no direct or indirect participation in the underwriting of such Debt Securities and Warrants, although it may participate in the distribution of such Debt Securities under circumstances where it may be entitled to a dealer's commission. If a dealer is utilized in the sale of the Debt Securities and Warrants in respect of which this Prospectus is delivered, the Company will sell such Debt Securities and Warrants to the dealer, as principal. The dealer may then resell such Debt Securities and Warrants to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled, under agreements which may be entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. The name of the dealer and the terms of the transaction will be set forth in the Prospectus Supplement relating thereto. Amoco may guarantee any of the Company's obligations, including its obligation to indemnify agents, underwriters or dealers, under any agreements relating to the Debt Securities. Offers to purchase Debt Securities and Warrants may be solicited directly by the Company and sales thereof may be made by the Company directly to institutional investors or others. The terms of any such sales, including the terms of any bidding or auction process if utilized, will be described in the Prospectus Supplement relating thereto. If so indicated in the Prospectus Supplement, the Company will authorize agents and underwriters to solicit offers by certain institutions to purchase Debt Securities and Warrants from the Company at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and delivery on the date stated in the Prospectus Supplement. Each Contract will be for an amount not less than, and unless the Company otherwise agrees the aggregate principal amount of Debt Securities and Warrants sold pursuant to Contracts shall be not less nor more than, the respective amounts stated in the Prospectus Supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions but shall in all cases be subject to the approval of the Company. Contracts will not be subject to any conditions except that any related sale of Debt Securities and Warrants to underwriters shall have occurred and the purchase by an institution of the Debt Securities and Warrants covered by its Contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the Prospectus Supplement will be paid to underwriters and agents soliciting purchases of Debt Securities and Warrants pursuant to Contracts accepted by the Company. If so indicated in the Prospectus Supplement relating to a series of Debt Securities which provides Holders with the option to cause the Company to repay said Debt Securities prior to maturity under specified circumstances, the Company and Amoco may reserve the right to elect, with respect to any Debt Securities which Holders have surrendered for repayment, to designate a purchaser which will purchase the Debt Securities at a price equal to their repayment price. The purchaser may resell or otherwise dispose of the Debt Securities so purchased. By surrendering the Debt Securities for repayment, the Holders consent to sell the Debt Securities to any such purchaser. If such purchaser fails to purchase any Debt Securities, the Company will repay the Debt Securities on the specified repayment date. If a purchaser is designated, the procedures for surrendering any Debt Securities and for repayment will be determined by mutual agreement among the Company, Amoco, such purchaser, the Trustee and any paying or escrow agent and will be set forth in the Prospectus Supplement. 21 27 The place and time of delivery of the Debt Securities and Warrants in respect of which this Prospectus is delivered are set forth in the accompanying Prospectus Supplement. LEGAL OPINIONS The validity of the Debt Securities and Warrants and Guarantees offered hereby will be passed upon for the Company and Amoco by Daniel B. Pinkert, General Attorney-Corporate, Amoco and Vice-President and Secretary of the Company. As of August 1, 1997, Mr. Pinkert owned directly or indirectly through the Amoco Performance Share Plan, had interests in the Amoco Employee Savings Plan for, and had options to purchase, an aggregate of approximately 19,000 shares of common stock of Amoco. The validity of the Debt Securities and Warrants and Guarantees will be passed upon for underwriters and certain other purchasers by Simpson Thacher & Bartlett (a partnership which includes professional corporations), New York, New York. Simpson Thacher & Bartlett may rely as to all matters of Indiana law upon the opinion of Mr. Pinkert. EXPERTS The consolidated financial statements and financial statement schedules incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Amoco Corporation for the year ended December 31, 1996, have been so incorporated in reliance on the reports of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 22 28 AMOCO LOGO -----END PRIVACY-ENHANCED MESSAGE-----