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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MOBIL CORPORATION
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(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
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(Title of Class of Securities)
0006070591
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(CUSIP Number)
Donald D. Humphreys
Vice President, Controller and Principal Accounting Officer
Exxon Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(972) 444-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 0006070591
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Exxon Corporation
13-5409005
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New Jersey
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7 SOLE VOTING POWER
EACH REPORTING PERSON 136,500,000(1)(2)(3)
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
136,500,000(1)(2)(3)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,500,000(1)(2)(3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9(2)
14 TYPE OF REPORTING PERSON
CO
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1. The shares of common stock of Mobil Corporation (the "Issuer") covered
by this report are purchasable by Exxon Corporation ("Exxon") upon exercise of
an option (the "Option") granted to Exxon pursuant to the Stock Option Agreement
dated as of December 1, 1998 between the Issuer and Exxon (the "Stock Option
Agreement"), and described in Item 4 of this statement. Prior to the exercise of
the Option, Exxon is not entitled to any rights as a shareholder of the Issuer
as to the shares covered by the Option. The number of shares of common stock of
the Issuer purchasable by Exxon under the Option, which is initially set to
equal 136,500,000 shares, is subject to adjustment in certain circumstances,
provided that the aggregate number of shares purchasable by Exxon upon exercise
of the Option at the time of its exercise (together with prior purchases under
the Option) may not exceed 14.9% of the total outstanding shares of common stock
of the Issuer immediately prior to the time of such exercise (treating as
outstanding for this purpose the shares of common stock subject to the Option).
The Option may only be exercised upon the happening of certain events, none of
which has occurred as of the date hereof. Prior to such occurrence, Exxon
expressly disclaims beneficial ownership of the shares of common stock of the
Issuer which are purchasable by Exxon upon exercise of the Option.
2. The number of shares indicated represents approximately 14.9% of the
total outstanding shares of common stock of the Issuer as of November 27, 1998
(treating as outstanding for this purpose the shares of common stock subject to
the Option).
3. The number of shares indicated does not include shares which
may be held by any of Exxon's employee benefits plans.
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $1.00 per share
(the "Common Stock," an individual share of which is a "Share"), of Mobil
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 3225 Gallows Road, Fairfax, Virginia
22307-0001.
Item 2. Identity and Background
This Schedule 13D is filed by Exxon Corporation ("Exxon"), a New Jersey
corporation. Exxon's principal business is energy, involving exploration for,
and production of, crude oil and natural gas, manufacturing of petroleum
products and transportation and sale of crude oil, natural gas and petroleum
products. Exxon's principal offices are located at 5959 Las Colinas Boulevard,
Irving, Texas 75039-2298.
During the last five years neither Exxon nor, to the best of Exxon's
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
All executive officers and directors of Exxon are citizens of the United
States except for Rene Dahan and S.R. McGill, who are citizens of The
Netherlands and Australia, respectively. The name, business address and present
principal occupation (including the name and address of the corporation or
organization in which such employment is conducted) of each executive officer
and director is set forth in Schedule A to this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
This statement relates to an option granted to Exxon by the Issuer to
purchase shares of Common Stock from the Issuer as described in Item 4 below
(the "Option"). The Option entitles Exxon to purchase up to 136,500,000 Shares
(the "Option Shares") under the circumstances specified in the Stock Option
Agreement dated as of December 1, 1998 between Exxon and the Issuer (the "Stock
Option Agreement") and as described in Item 4 below, for a purchase price of
$95.96 per Share (the "Purchase Price") (with the purchase price per share as to
1,000 Option Shares being adjustable under certain specified circumstances). The
number of Option Shares and Purchase Price are subject to adjustment in certain
circumstances, provided that the aggregate number of Shares purchasable by Exxon
upon exercise of the Option at the time of its exercise (together with prior
purchases under the Option) may not exceed 14.9% of the total outstanding shares
of Common Stock of the Issuer immediately prior to the time of such exercise
(treating as outstanding for this purpose the shares of Common Stock subject to
the Option). Reference is hereby made to the Stock Option Agreement, which is
included as Exhibit 2.2 to the Current Report on Form 8-K filed by Exxon on
December 1, 1998 (the "Form 8-K"), for the full text of its terms, including the
conditions upon which it may be exercised. The Stock Option Agreement is
incorporated herein by reference in its entirety.
The Option was granted by the Issuer as an inducement to Exxon to enter
into the Agreement and Plan of Merger (the "Merger Agreement") dated as of
December 1, 1998 among Exxon, Lion Acquisition Subsidiary Corporation ("Merger
Subsidiary") and the Issuer. Pursuant to the Merger Agreement and subject to the
terms and conditions set forth therein (including approval by the stockholders
of Exxon and the Issuer and various regulatory agencies), Merger Subsidiary will
merge with and into the Issuer (the "Merger") with the Issuer continuing as the
surviving corporation (the "Surviving Corporation") and becoming a wholly-owned
subsidiary of Exxon, and each issued and outstanding share of Common Stock of
the Issuer (other than those shares owned by the Issuer or Exxon) will be
converted into the right to receive 1.32015 shares of common stock, no par
value, of Exxon. If the Merger is consummated, the Option will not be exercised.
No monetary consideration was paid by Exxon to the Issuer for the Option.
If Exxon elects to exercise the Option, it currently anticipates that the
funds to pay the Purchase Price will be generated by available working capital.
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Item 4. Purpose of Transaction
As stated above, the Option was granted to Exxon in connection with the
execution of the Merger Agreement as an inducement to Exxon to enter into the
Merger Agreement.
The Option shall become exercisable upon the occurrence of certain "Trigger
Events" and in the circumstances described in the Stock Option Agreement and the
Merger Agreement, none of which has occurred at the time of this filing.
If the Merger is consummated in accordance with the terms of the Merger
Agreement, the Board of Directors of the Surviving Corporation shall consist of
the directors of Merger Subsidiary at the effective time of the Merger (the
"Effective Time") and the officers of the Surviving Corporation shall be the
officers of Issuer at the Effective Time. The certificate of incorporation of
Issuer in effect at the Effective Time shall be the certificate of incorporation
of the Surviving Corporation. The bylaws of Merger Subsidiary in effect at the
Effective Time shall be the bylaws of the Surviving Corporation.
In the event the Merger is consummated, the Common Stock of the Issuer will
be delisted from the New York Stock Exchange and any other exchange on which it
is listed, and will become eligible for termination of registration under the
Securities Exchange Act of 1934, as amended.
The descriptions herein of the Stock Option Agreement and the Merger
Agreement are qualified in their entirety by reference to such agreements,
copies of which were filed as Exhibits 2.2 and 2.1, respectively, to the Form
8-K and which are incorporated herein by reference in their entirety.
Other than as described above, Exxon has no plans or proposals which relate
to, or may result in, any of the matters listed in items 4(a)-(j) of Schedule
13D.
Item 5. Interest in Securities of the Issuer
As a result of the issuance of the Option and upon occurrence of certain
events described in the Stock Option Agreement, Exxon may be deemed to be the
beneficial owner of 136,500,000 Shares, which would represent approximately
14.9% of the Shares outstanding after exercise of the Option (based on the
number of Shares outstanding on November 27, 1998, as set forth in the Merger
Agreement, and treating as outstanding for this purpose the Shares of Common
Stock subject to the Option). Exxon would have sole voting and dispositive power
with respect to such Shares.
The Option Shares described herein are subject to the Option, which may
only be exercised upon the happening of certain events, none of which has
occurred as of the date hereof. Nothing contained herein shall be deemed to be
an admission by Exxon as to the beneficial ownership of any Shares, and, prior
to the occurrence of any of such events, Exxon disclaims beneficial ownership of
all Option Shares.
Except as described herein, neither Exxon nor, to the best of Exxon's
knowledge, any other person referred to in Schedule A attached hereto,
beneficially owns or has acquired or disposed of any Shares of the Issuer during
the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the Merger Agreement and the Stock Option Agreement, none of the
persons named in Item 2 has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any persons with respect to any
securities of the Issuer, including, but not limited to, transfers or voting of
any securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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Item 7. Materials to be Filed as Exhibits
Exhibit Description
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1 Stock Option Agreement dated as of December 1, 1998 between
Mobil Corporation, as Issuer, and Exxon Corporation, as
Grantee (incorporated by reference to Exhibit 2.2 to the
Current Report on Form 8-K of Exxon Corporation dated
December 1, 1998 (the "Form 8-K")).
2 Agreement and Plan of Merger dated as of December 1, 1998,
among Exxon Corporation, Lion Acquisition Subsidiary
Corporation and Mobil Corporation (incorporated by
reference to Exhibit 2.1 to the Form 8-K).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and accurate.
December 11, 1998 EXXON CORPORATION
By: /s/ Donald D. Humphreys
------------------------------------
Name: Donald D. Humphreys
Title: Vice President, Controller and
Principal Accounting Officer
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF EXXON CORPORATION
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Exxon Corporation
("Exxon") are set forth below. If no business address is given the director's or
officer's business address is 5959 Las Colinas Boulevard, Irving, Texas
75039-2298. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Exxon.
Name and Business Address Present Principal Occupation
------------------------- ----------------------------
Directors
Lee R. Raymond...................... Chairman of the Board and Chief Executive
Officer
Michael J. Boskin................... T.M. Friedman Professor of Economics and
Hoover Institution Senior Fellow, Hoover Institution,
Room 213 Stanford University
Stanford University
Stanford, CA 94305-6010
Rene Dahan.......................... Senior Vice President
William T. Esrey.................... Chairman of the Board and Chief Executive
Sprint Corporation Officer, Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
Jess Hay............................ Chairman, Texas Foundation for Higher
Chase Tower Education; Chairman, HCB Enterprises Inc;
Suite 4300 East Retired Chief Executive Officer, The Lomas
2200 Ross Avenue Financial Group
Dallas, TX 75201
James R. Houghton................... Retired Chairman of the Board and Chief
Corning Incorporated Executive Officer, Corning Incorporated
80 East Market Street, Suite 201
Corning, NY 14830
William R. Howell................... Chairman Emeritus, J.C. Penney Company,
J.C. Penney Company, Inc. Inc.
6501 Legacy Drive
Plano, TX 75024-3698
Reatha Clark King................... President and Executive Director, General
General Mills Foundation Mills Foundation; Vice President, General
One General Mills Blvd. Mills, Inc.
Minneapolis, MN 55426
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Philip E. Lippincott................ Retired Chairman and Chief Executive
4301 Bayberry Drive Officer, Scott Paper Company
Avalon, NJ 08202
Harry J. Longwell................... Senior Vice President
Marilyn Carlson Nelson.............. Vice Chair and Chief Operating Officer,
Carlson Companies, Inc. Carlson Companies, Inc.; Co-Chair,
1405 Xenium Lane North Carlson Wagonlit Travel
Plymouth, MN 55441
Walter V. Shipley................... Chairman of the Board and Chief Executive
The Chase Manhattan Corporation Officer, The Chase Manhattan Corporation
270 Park Avenue and The Chase Manhattan Bank
New York, NY 10017-2070
Robert E. Wilhelm................... Senior Vice President
Name and Business Address Present Principal Occupation
------------------------- ----------------------------
Executive Officers
(Who Are Not Directors)
A. L. Condray....................... Vice President
D. D. Humphreys..................... Vice President and Controller
C. W. Matthews...................... Vice President and General Counsel
S. R. McGill........................ Vice President
J. T. McMillan...................... Vice President
R .B. Nesbitt....................... Vice President
E. A. Robinson...................... Vice President and Treasurer
P. E. Sullivan...................... Vice President and General Tax Counsel
J. L. Thompson...................... Vice President
T. P. Townsend...................... Vice President - Investor Relations and
Secretary
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