-----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, BosIgrPJUeeb+dj/VJKxZ3PwppqbVbSoAITTvNYTIeJHaUE0V4ljH7ODQOZHAhDI DkBASqUieGIFurJO4OemIQ== 0000313807-01-500029.txt : 20010702 0000313807-01-500029.hdr.sgml : 20010702 ACCESSION NUMBER: 0000313807-01-500029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BP PLC CENTRAL INDEX KEY: 0000313807 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06262 FILM NUMBER: 1670651 BUSINESS ADDRESS: STREET 1: BRITANNIC HOUSE STREET 2: 1 FINSBURY CIRCUS CITY: LONDON EC2M 7BA ENGL STATE: X0 ZIP: 00000 BUSINESS PHONE: 442074964000 MAIL ADDRESS: STREET 1: BP AMERICA INC STREET 2: 200 E. RANDOLPH DR., MAIL CODE 2502 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: BP AMOCO PLC DATE OF NAME CHANGE: 19990104 FORMER COMPANY: FORMER CONFORMED NAME: BRITISH PETROLEUM CO PLC DATE OF NAME CHANGE: 19970226 11-K 1 vast11k2000.txt VASTAR CAP 11-K 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2000 ----------------- 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: VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN (Title of the Plan) 200 East Randolph Drive Chicago, Illinois 60601 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BP 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. Vastar Resources, Inc. Capital Accumulation Plan By Plan Administrator Date: June 27, 2001 /s/ Donald E. Packham ------------- -------------------------- Donald E. Packham Senior Vice President of Human Resources BP Corporation North America Inc. Report of Independent Auditors To the Investment Committee of BP Corporation North America Inc. We have audited the accompanying statements of assets available for benefits of the Vastar Resources, Inc. Capital Accumulation Plan as of December 31, 2000 and 1999, and the related statement of changes in assets available for benefits for the year ended December 31, 2000. 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, 2000 and 1999, and the changes in its assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG LLP Chicago, Illinois June 25, 2001 E.I.N. 36-1812780 Plan No. 060 VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS (thousands of dollars) December 31, ----------- 2000 1999 --------- --------- Investment in BP Amoco Master Trust for Employee Savings Plans $ 223,884 $ - Investments, at fair value - 209,632 Other assets - 70 --------- --------- Assets available for benefits $ 223,884 $ 209,702 ========= ========= The accompanying notes are an integral part of these statements. E.I.N. 36-1812780 Plan No. 060 VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2000 (thousands of dollars) Additions of assets attributed to: Net investment loss in BP Amoco Master Trust for Employee Savings Plans for the period July 21, 2000 to December 31, 2000 $ (16,509) Net appreciation (depreciation) in fair value of investments: BP Amoco p.l.c. ADSs 3,308 Vastar common stock 22,079 Registered investment companies (852) Other common stocks 1,283 Dividends and interest 1,522 Participant contributions 7,053 Rollover contributions 8,393 Employer contributions 5,355 Transfers of assets from other BP sponsored plans 555 ---------- Total Additions 32,187 ---------- Deductions of assets attributed to: Administrative expenses (2) Distributions to participants (18,003) ---------- Total Deductions (18,005) ---------- Net increase in assets during the year 14,182 Assets available for benefits: Beginning of year 209,702 ---------- End of year $ 223,884 ========== The accompanying notes are an integral part of these statements. VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements 1. DESCRIPTION OF PLAN ------------------- The Vastar Resources, Inc. Capital Accumulation Plan (the "Plan") is a defined contribution plan for current and former employees of Vastar Resources, Inc. and participating subsidiaries (the "Company" or "Vastar"). The Plan was amended effective April 18, 2000 and September 15, 2000. The following brief description of the Plan is provided for general information only. Unless otherwise indicated, all descriptions in these notes relate to the Plan as it existed in 2000. Participants should refer to the Plan document for more complete information. The Company reserves the right to make any changes or to terminate the Plan. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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 participant contributions and Company matching contributions will be held in a trust by an independent trustee for the benefit of participating employees. The trustee was Fidelity Management Trust Company. Effective as of the close of business on July 20, 2000, net assets of the Plan were transferred into the BP Amoco Master Trust for Employee Savings Plans ("Master Trust"). The trustee of the Master Trust is State Street Bank and Trust. The name of the Master Trust was changed to BP Master Trust for Employee Savings Plans effective January 1, 2001. Fidelity Investments Institutional Services Company, Inc. is the Plan's recordkeeper. Effective April 18, 2000, BP Corporation North America Inc. ("BP") became the Plan sponsor and the Senior Vice President of Human Resources became the Plan Administrator. The portion of a participant's account derived from the participant's own contributions and earnings thereon may be invested in any combination of investment options offered by the Plan. The portion of a participant's account derived from contributions by the Company were invested in Vastar common stock. Dividends on the common stock were reinvested in Vastar common stock. On April 18, 2000, the merger of a subsidiary of BP Amoco p.l.c. and ARCO was completed. Pursuant to the merger agreement, each share of outstanding common stock of ARCO was converted into the right to receive 1.64 BP Amoco American Depositary Shares ("BP Amoco ADSs"). VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements (continued) On September 15, 2000 Atlantic Richfield Company ("ARCO") acquired the common stock of the Company from the minority interest holders for $83 per share. In June 2000, modifications were made to the Plan's core investment options to match the BP Employee Savings Plan. Effective with the transfer of the Plan's assets into the Master Trust, the core funds were transferred to similar investment options available in the Master Trust. Individual shares of BP Amoco ADSs were merged into the commingled BP Amoco Stock Fund. Participants no longer hold individual shares, rather they own units of the BP Amoco Stock Fund. Under the Plan, participants may contribute up to 27% of their base pay up to Internal Revenue Service ("IRS") limits. The Company makes matching contributions to the participant's account at 160% of the participant's contribution, up to a maximum Company contribution of 8% of the participant's base salary. Participants may also roll over amounts representing distributions from other qualified plans. Company contributions made prior to September 15, 2000 were made in the form of Vastar common stock or cash to be used to purchase Vastar common stock. After September 15, 2000, Company contributions were invested in the BP Amoco Stock Fund. Participants may elect to sell any portion of their investment fund(s) and reinvest the proceeds in one or more of the other available investment alternatives. All contributions and earnings are fully and immediately vested and nonforfeitable. The benefit to which a participant is entitled is the benefit which can be provided by the participant's account balance. All reasonable and necessary Plan administrative expenses are paid out of the Master 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 investments and certain other brokerage commissions and other fees and expenses incurred in connection with those investments. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ Method of Accounting. The financial statements of the Plan are prepared under the accrual method of accounting. VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ----------------------------------------------------- Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect certain reported amounts. Actual results may differ in some cases from the estimates. Investment Valuation. All investments of the Master Trust, except as noted below, are stated at fair value generally as determined by quoted closing market prices, if available. Investments in guaranteed investment contracts and synthetic guaranteed investment contracts are valued at contract value because they are fully benefit responsive. The Master Trust's interest in the guaranteed investment contracts and synthetic guaranteed investment contracts with managed portfolio companies and insurance companies represents the maximum potential credit loss from concentrations of credit risk associated with its investment in these contracts. Money market investments and loans to participants are valued at cost which approximates fair value. Other investments for which no quoted closing market prices are available are valued at fair value as determined by the Trustee based on the advice of its investment consultants. In 1999, investments in common stock were valued at fair value based on quoted closing market prices in an active market as of the last business day of the Plan's fiscal year. Investments in registered investment companies were valued at net asset value as of the last business day of the Plan's fiscal year. Net asset value is the fair value of all securities plus accruals for dividend income, interest income, and investment management expenses. Certain other investments were held in short-term investment funds managed by the Plan trustee. Money market investments and loans to participants were valued at cost which approximates fair value. New Accounting Standard. The Master Trust is required to adopt the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") on January 1, 2001. SFAS 133 requires the recognition of gains and losses associated with derivative instruments as a change in net assets in the period of change. The adoption of SFAS 133 is not expected to have a material impact on the financial statements of the Plan or the Master Trust. VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements (continued) 3. PARTICIPANT LOANS ----------------- Participants are eligible to borrow from their account balances in the Plan. Loans are made in the form of cash and the amount may not exceed the lesser of 50 percent of the market value of the total accounts or $50,000 less the highest loan balance outstanding during the preceding twelve months. The interest rate charge is a fixed rate equal to the average prime rate reported in The Wall Street Journal as of the last business day of the month preceding the date the loan application is received. A loan may be taken by participants for a period from one to five years, although residential loans may be repaid over a period of up to 15 years, as determined by the participant. Repayment of loan principal and interest is generally made by payroll deductions and credited to the participant's accounts. 4. INVESTMENTS ----------- The following presents investments that represent 5 percent or more of the Plan's net assets as of December 31, 1999. December 31, 1999 ---------------------- (thousands of dollars) Vastar Resources, Inc. common stock (614,310 shares) $ 36,245* Vastar Resources, Inc. common stock (365,189 shares) 21,546 -------- Total Vastar Resources, Inc. common stock $ 57,791 ARCO common stock (625,444 shares) $ 54,101 Equity Fund (223,736 shares) $ 34,686 Money Market Fund $ 19,222 *Nonparticipant directed 5. INCOME TAX STATUS ----------------- The IRS ruled May 13, 1998, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "IRC") and therefore the related trust is tax exempt under Section 501(a) of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Company's tax counsel believe the Plan continues to meet the applicable tax qualification requirements of the IRC. The Plan sponsor reserves the right to make any amendments necessary to maintain the continued qualified status of the Plan and Master Trust. VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements (continued) 6. MASTER TRUST ------------ Effective as of the close of business on April 6, 2000, the assets held in the BP America Master Trust and the net assets of the BP Amoco Employee Savings Plan were transferred into the Master Trust. The net assets of the Atlantic Richfield Capital Accumulation Plan, Vastar Resources, Inc. Capital Accumulation Plan and CH-Twenty Capital Accumulation Plan were transferred into the Master Trust effective as of the close of business on July 20, 2000. The beneficial interest of the plans in the Master Trust is adjusted daily to reflect the effect of income collected and accrued, realized and unrealized gains and losses, contributions and withdrawals, and all other transactions. The Master Trust constitutes a single investment account as defined in the master trust reporting and disclosure rules and regulations of the Department of Labor. VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements (continued) 6. MASTER TRUST (continued) ------------------------ As of December 31, 2000, the Plan's percentage interest in the Master Trust was 2.64%. The net assets of the Master Trust as of December 31, 2000 and changes in net assets of the Master Trust for the period from April 7 to December 31, 2000 are as follows: STATEMENT OF NET ASSETS (thousands of dollars) December 31, 2000 ----------------- Investments BP Amoco p.l.c. American Depositary Shares ("BP Amoco ADSs") $ 3,641,986 Registered investment companies 1,537,818 Common collective trust funds 1,440,725 Money market investments 975,241 Synthetic guaranteed investment contracts 636,041 Guaranteed investment contracts 108,875 Government-backed obligations 5,037 Loans to participants 134,779 Other 2,941 -------------- Total investments 8,483,443 Dividends and interest receivable 5,424 Contributions receivable 190 -------------- Total assets 8,489,057 Operating payables (1,137) -------------- Net assets $ 8,487,920 ============== VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN ---------- Notes to Financial Statements (continued) 6. MASTER TRUST (continued) ----------------------- STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD FROM APRIL 7 TO DECEMBER 31, 2000 (thousands of dollars) Additions of assets attributed to: Participant contributions $ 112,097 Rollover contributions 90,042 Employer contributions 79,989 Net realized and unrealized appreciation (depreciation) in fair value of investments: BP Amoco ADSs (201,566) Vastar common stock 365 Registered investment companies (337,024) Common collective trust funds (127,494) Transfer of assets from BP sponsored Plans 9,381,997 Transfer of assets from Maxus Energy Corp. sponsored savings plan 5,493 Interest and dividends 174,036 ----------- Total additions 9,177,935 ----------- Deductions of assets attributed to: Distributions to participants (676,015) Transfer of assets of ProCare Automotive Service Centers employees to Sullivan Acquisition, LLC sponsored savings plan (749) Transfer of assets to the Thrift Plan of Phillips Petroleum Company (11,625) Transfer of assets to MCI WorldCom sponsored savings plan (349) Administrative expenses (1,277) ----------- Total deductions (690,015) ----------- Net increase in assets during the period 8,487,920 Net assets Beginning of period - ----------- End of period $ 8,487,920 =========== VASTAR RESOURCES, INC. CAPITAL ACCUMULATION PLAN Exhibits Exhibit No. Description - ----------- ----------- 23 Consent of Independent Auditors EX-23 2 vast11kex23.txt VASTAR CAP 11-K 2000 AUDITOR CONSENT Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-80850 and No. 333-93777) pertaining to the Vastar Resources, Inc. Capital Accumulation Plan of BP p.l.c. of our report dated June 25, 2001, with respect to the financial statements of the Vastar Resources, Inc. Capital Accumulation Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000. ERNST & YOUNG LLP Chicago, Illinois June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----