11-K 1 0001.txt BP AMOCO EMPLOYEE SAVINGS PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-6262 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) 200 East Randolph Chicago, Illinois 60601 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BP Amoco p.l.c. Britannic House 1 Finsbury Circus London EC2M 7BA, England SIGNATURE The Plan Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BP AMOCO EMPLOYEE SAVINGS PLAN By Plan Administrator Date: June 26, 2000 /s/ John F. Campbell John F. Campbell Senior Vice President of Human Resources BP Amoco Corporation REPORT OF INDEPENDENT AUDITORS To the Investment Committee of BP Amoco Corporation We have audited the accompanying statements of assets available for benefits of the BP Amoco Employee Savings Plan (formerly Amoco Employee Savings Plan) as of December 31, 1999 and 1998, and the related statement of changes in assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Chicago, Illinois Ernst & Young LLP June 22, 2000 EIN 36-1812780 Plan No. 001 BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS (thousands of dollars) December 31, 1999 1998 Assets Investments at fair value $ 5,527,149 $ 5,073,109 Participant loans 94,203 120,361 Net receivable (payable) 24 (1,400) Assets available for benefits $ 5,621,376 $ 5,192,070 The accompanying notes are an integral part of these statements. EIN 36-1812780 Plan No. 001 BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS For the year ended December 31, 1999 (thousands of dollars) Additions of assets attributed to: Participant contributions $ 114,129 Company contributions 80,615 Rollover contributions 110,086 Transfer of net assets from Amoco Performance Share Plan 52,157 Investment Income: Net realized and unrealized appreciation in fair value of investments 1,077,711 Interest and dividends 127,895 Total additions 1,562,593 Deductions of assets attributed to: Distributions to participants (1,131,107) Administrative expenses (2,180) Total deductions (1,133,287) Net increase in assets during the year 429,306 Assets available for benefits: Beginning of year 5,192,070 End of year $ 5,621,376 The accompanying notes are an integral part of these statements. BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN BP Amoco Corporation (the "Company") established the BP Amoco Employee Savings Plan (formerly the Amoco Employee Savings Plan) (the "Plan") effective July 1, 1955. The Plan was renamed, amended and restated effective April 7, 2000. See Note 6. The following brief description of the Plan, as it existed in 1999, is provided for general informational purposes only. Unless otherwise indicated, all descriptions in these notes relate to the Plan as it existed in 1999. Participants should refer to the Plan document for more complete information. The purpose of the Plan is to encourage eligible employees to regularly save part of their earnings and to assist them in accumulating additional security for their retirement. The Plan provides that both employee contributions and Company matching contributions will be held in a trust by an independent trustee for the benefit of participating employees. State Street Bank and Trust Company ("State Street Bank") is the Trustee and recordkeeper of the Plan. The Company reserves the right to make any changes to or terminate the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Generally, an employee of any participating affiliated company who is not eligible to participate in a separate defined contribution Company-sponsored plan, or who is represented by a labor organization that has bargained for and agreed to the provisions of the Plan, is eligible to participate in the Plan. Under the Plan, participating employees may contribute up to a certain percentage of their qualified pay on a pre-tax and/or after-tax basis. Participants may elect to invest in eight investment fund options as provided by the Plan. A specified portion of the employee contribution, up to a maximum of 7 percent, is matched by the Company in the form of contributions which are initially made to the BP Amoco Stock Fund. Participants may elect to sell any portion of their investment in the BP Amoco Stock Fund and reinvest the proceeds in one or more of the other available investment alternatives up to two times a month. The benefit to which a participant is entitled is the benefit which can be provided by the participant's vested account balance. Participants are fully vested in their participant contribution accounts. Vesting in Company matching contribution accounts is dependent upon specific criteria as described in the Plan document. Forfeited Company contributions may be used to reduce Company matching contributions or to offset administrative expenses of the Plan. Forfeitures, expressed in thousands of dollars, totaled $3,435 in 1999. In accordance with the Plan document, the Company elected to fund BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) NOTES TO FINANCIAL STATEMENTS (continued) $4,199 and $937 of Company matching contributions, expressed in thousands of dollars, during 1999 and 1998, respectively, from forfeitures held in the Money Market Fund. All reasonable and necessary Plan administrative expenses are paid out of the Plan trust or paid by the Company. Generally, fees and expenses related to investment management of each investment option are paid out of the respective funds. As a result, the returns on those investments are net of the fees and expenses of the managers of those investment options and certain other brokerage commissions and other fees and expenses incurred in connection with those investment options. Fees and expenses associated with U.S. Savings Bonds are paid as costs and expenses of the Plan. In 1999, net assets, expressed in thousands of dollars, totaling $52,157 were transferred from the Amoco Performance Share Plan ("APSP") which was terminated in August 1999. The APSP trust was terminated in March 2000 and all remaining assets, totaling approximately $49 million, were transferred into the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting. The financial statements of the Plan are prepared under the accrual method of accounting. Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect certain reported amounts. Actual results may differ in some cases from the estimates. Investment Valuation. BP Amoco p.l.c. American Depositary Shares ("ADSs") were valued at the closing market price on the New York Stock Exchange. Investments in common collective trust funds are based on quoted market prices of the underlying assets. Series "EE" Bonds are valued at the current redemption value prescribed by U.S. Treasury Department regulations. Interests in the Money Market Fund and participant loans are valued at cost which approximates fair value. Reclassification. Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) NOTES TO FINANCIAL STATEMENTS (continued) 3. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's assets are as follows: . December 31, 1999 1998 (thousands of dollars) BP Amoco p.l.c. ADSs $3,136,660 $2,731,049 U.S. Cash Management Fund for Directed Trusts $ 867,420 $ 851,958 BT Pyramid Equity Index Fund $ 924,758 $ 943,438 During 1999, investments (including investments bought, sold and held) appreciated in value as follows: (thousands of dollars) BP Amoco p.l.c. ADSs $ 841,010 Common collective trust funds 236,701 Total $ 1,077,711 4. PARTICIPANT LOANS Participants are eligible to borrow from their account balances in the Plan. Loans are made in the form of cash and the amount may not exceed the lesser of 50 percent of the market value of the total vested accounts or $50,000 less the highest loan balance outstanding during the preceding twelve months. The participant must execute a promissory note to take out a loan. Interest rates are fixed for the duration of the loan and charged on the unpaid balance. The interest rate charged is the prime rate as reported by the Wall Street Journal on the next to the last business day of the month preceding the month the participant applies for the loan. Repayment of loan principal and interest is generally made by payroll deductions and credited to the participant's accounts. 5. TAXES The Internal Revenue Service ruled April 17, 2000, that the Plan qualified under Section 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is not subject to tax under present income tax law. The Plan has been amended since receiving the determination BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) NOTES TO FINANCIAL STATEMENTS (continued) letter. However, the Plan Administrator and Trustee and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. The Company reserves the right to make any amendments necessary to maintain the qualification of the Plan and Trust. 6. SUBSEQUENT EVENTS Effective April 6, 2000, the trust agreement with State Street Bank was amended to establish the BP Amoco Master Trust for Employee Savings Plans ("Master Trust"). The assets of the BP America Inc. Master Trust, which holds the assets of other Company savings plans, were merged into the Master Trust. Effective April 7, 2000, the BP America Capital Accumulation Plan ("CAP Plan") was merged into the Plan and the Plan was amended and restated to make the following and other changes: Fidelity Investments Institutional Services Company, Inc. became the Plan's recordkeeper, additional investment fund options were added to the Plan, and the Plan's name was changed to "BP Amoco Employee Savings Plan." Effective with the merger of the CAP Plan into the Plan, certain participants in the Plan were transferred to other Company sponsored savings plans. EIN 36-1812780 Plan No. 001 BP AMOCO EMPLOYEE SAVINGS PLAN (formerly Amoco Employee Savings Plan) FORM 5500 AT DECEMBER 31, 1999 Schedule H Line i -- Schedule of Assets Held for Investment Purposes At End of Year
CURRENT VALUE (thousands of IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT dollars) * BP Amoco p.l.c. BP Amoco p.l.c. American Depositary Shares $3,136,660 U.S. Government U.S. Govt. Series EE - Bonds 14,490 Bankers Trust Company BT Pyramid Broad Market Index Fund 76,304 Liquid Asset Mutual Fund 17,653 BT Pyramid Equity Index Fund 924,758 BT Pyramid Russell 2000 Index Fund 41,351 * State Street Bank & Trust Company Daily Bond Market Fund 69,646 Daily EAFE Fund 17,537 EAFE Series A Fund 35,781 S&P 500 Flagship Fund 81,966 Daily EAFE Bond Market Fund 30,970 S&P Midcap Index Fund 46,814 Midcap Index Series A Fund 26,331 Short-Term Investment Fund 139,468 Brinson Trust Company U.S. Cash Management Fund for Directed Trusts 867,420 * Participant Loans at rates ranging from 7.75% to 9.0% 94,203 $5,621,352 * Party in Interest