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BP Amoco P.L.C

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended to seek your own personal ®nancial advice from your stockbroker, bank manager, solicitor, accountant or other independent ®nancial adviser authorised under the Financial Services Act 1986 immediately. If you have sold or otherwise transferred all of your holding of shares in BP Amoco, please pass this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. A copy of this document, which comprises listing particulars relating to the Consideration Shares in accordance with the listing rules made under section 142 of the Financial Services Act 1986, has been delivered for registration to the Registrar of Companies in England and Wales in accordance with section 149 of that Act. Application has been made to the London Stock Exchange for the Consideration Shares to be admitted to the Of®cial List. Dealings in the Consideration Shares are expected to commence at 8.00 am on the Effective Date. BP Amoco p.l.c. (incorporated and registered in England and Wales with registered no. 102498) LISTING PARTICULARS relating to the combination of BP Amoco p.l.c. and Atlantic Richfield Company and the issue of up to 1,671,887,184 ordinary shares of $0.50 each in BP Amoco p.l.c. sponsored by Morgan Stanley & Co. Limited Morgan Stanley & Co. Limited is acting for BP Amoco and no-one else in connection with the Combination, the Subdivision and the application for the New BP Amoco Ordinary Shares and the Consideration Shares to be admitted to the Of®cial List and will not be responsible to anyone other than BP Amoco for providing the protections afforded to customers of Morgan Stanley & Co. Limited or for providing advice in relation to the Combination, the Subdivision and the application for the New BP Amoco Ordinary Shares and the Consideration Shares to be admitted to the Of®cial List. Morgan Stanley & Co. Limited is regulated by The Securities and Futures Authority Limited. All statements relating to the business, ®nancial position and prospects of BP Amoco and ARCO should be viewed in light of the Year 2000 compliance issues which are set out in Parts I and VIII of this document. Contents Page Part I Key Information 1 Introduction 3 2 Structure of the Combination and Subdivision 3 3 ARCO's Business 4 4 Background to the Combination 5 5 Reasons for, and Bene®ts of, the Combination 5 6 Directors of BP Amoco Following the Combination 7 7 Accounting Treatment and Reporting 7 8 Dividends Following the Combination 8 9 BP Amoco Group Targets 8 10 Current Trading and Prospects 8 11 Recent Developments 9 12 Subdivision of Ordinary Share Capital 9 13 United Kingdom and United States Taxation 9 14 Amendments to Articles of Association 9 15 The Year 2000 Issue 10 16 Extraordinary General Meeting 10 17 Listing and Dealing 10 18 Forward-Looking Statements May Prove Inaccurate 11 19 Nature of Financial Information 11 Part II Information Relating to BP Amoco 1 Business Description of BP Amoco 12 2 Extraction of Financial Information 13 3 Statement of Accounting Policies 13 4 Financial Information for BP Amoco 16 5 BP Amoco Results for the Three-Month Period ended 31 March 1999 77 Part III Information Relating to ARCO 1 Business Description of ARCO 96 2 Extraction of Financial Information 96 3 Financial Information for ARCO 97 4 Supplemental Information (unaudited) 128 5 Summary of Differences between US GAAP and UK GAAP 133 6 Financial Information for ARCO for the Three-Month Period ended 31 March 1999 144 Part IV Pro Forma Financial Information, Indebtedness and Working Capital Section A: Pro Forma Financial Information on the enlarged BP Amoco Group 164 Section B: Indebtedness of the BP Amoco Group and the ARCO Group 181 Section C: Working Capital 181 Part V Section A: Summary of the Terms of the Combination 182 Section B: Regulatory Matters 190 Section C: Subdivision of Ordinary Share Capital 192 Part VI BP Amoco Crude Oil and Natural Gas Reserves 194 Part VII ARCO Crude Oil and Natural Gas Reserves 196 Part VIII Additional Information 222 De®nitions 266 Glossary 271 2 Part I: Key Information 1 Introduction On 1 April 1999 the Boards of BP Amoco and ARCO announced that they had reached agreement on a proposed combination of their two companies. The Combination is subject to a number of conditions, including its approval by the ARCO Shareholders and BP Amoco Shareholders in their respective shareholder meetings. In addition to shareholder approval, the Combination is conditional on a number of regulatory, tax and other consents and con®rmations in the US and the European Union. The companies are working towards completing the Combination later this year. The ARCO Board has approved the Merger Agreement and has recommended that ARCO Shareholders vote in favour of it. The BP Amoco Board has unanimously recommended that BP Amoco Shareholders vote in favour of the Combination. 2 Structure of the Combination and Subdivision 2.1 Structure The Combination is to be effected by a statutory merger under Delaware law whereby Prairie Holdings, a wholly-owned subsidiary of BP Amoco, will be merged with and into ARCO and ARCO will become a wholly-owned subsidiary of BP Amoco in accordance with the terms of the Merger Agreement. 2.2 Subdivision It is proposed to subdivide the ordinary share capital of BP Amoco with effect from 4 October 1999 so that each BP Amoco Ordinary Shareholder and each holder of BP Amoco ADSs will receive one additional BP Amoco Ordinary Share or BP Amoco ADS for each BP Amoco Ordinary Share or BP Amoco ADS they hold. If the Subdivision occurs prior to the Effective Date this will affect the number of BP Amoco Ordinary Shares to be issued to give effect to the Combination. Further details of the Subdivision are set out in paragraph 12 of this Part I and in Section C of Part V. 2.3 Consideration under the Combination The aggregate consideration to be paid by BP Amoco pursuant to the Combination (on the basis set out in paragraph 17.1 of Part VIII) will be $31 billion. 2.4 Combination Terms (a) Under the terms of the Combination, ARCO Common Shareholders (other than BP Amoco, ARCO or any subsidiary of BP Amoco or ARCO) will be entitled to receive: for each ARCO Common Share 4.92 BP Amoco Ordinary Shares in the form of BP Amoco ADSs or, if they so elect in a timely manner, BP Amoco Ordinary Shares (each BP Amoco ADS will represent six BP Amoco Ordinary Shares and in consequence ARCO Common Shareholders will receive 0.82 of a BP Amoco ADS in exchange for each ARCO Common Share they own at the Effective Date). If the Subdivision is approved at the EGM and is completed prior to the Effective Date, ARCO Common Shareholders will be entitled to receive 1.64 BP Amoco ADSs or, if they so elect, 9.84 BP Amoco Ordinary Shares for each ARCO Common Share they own at the Effective Date. (b) ARCO Common Shareholders who would otherwise have been entitled to receive a fraction of a BP Amoco ADS (including any odd lot of less than six BP Amoco Ordinary Shares representing such a fractional interest) will receive, in lieu thereof, cash (without interest and rounded to the nearest cent) equal to (a) the amount of that fractional interest multiplied by (b) the average closing sale prices for BP Amoco ADSs on the New York Stock Exchange for the ten trading days ending on the ®fth complete trading day prior to the Effective Date, as reported in the Wall Street Journal. (c) ARCO DSC II, a subsidiary of ARCO, will be exchanging the ARCO Common Shares it holds for BP Amoco Ordinary Shares in the form of BP Amoco ADSs prior to the Effective Date under the Share Exchange Agreement. 3 Part I: Key Information (d) Upon the Effective Date, all employee options and other rights to acquire ARCO Common Shares will convert into options and other rights to acquire BP Amoco Ordinary Shares, in the form of BP Amoco ADSs, after adjustment to take account of the Exchange Ratio. A description of the principal terms of the Combination is set out in Section A of Part V. 2.5 Shareholder Approvals and Other Conditions (a) BP Amoco Shareholder approval The Combination is conditional upon the passing of Resolution 1 by BP Amoco Shareholders at the EGM. A number of other resolutions will also be considered at the EGM and are summarised in paragraph 16 of this Part I. (b) ARCO Shareholder approval The Combination is conditional upon approval by the holders of a majority of the voting power of the outstanding ARCO Common and Preference Shares on the relevant record date. A special meeting of ARCO Shareholders has been convened for 30 August 1999, at which ARCO Shareholders will be asked to adopt the Merger Agreement. (c) Other conditions The Combination is also conditional on the satisfaction or waiver of certain other conditions, details of which are set out in Section A of Part V.
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