===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1999
EXXON MOBIL CORPORATION
----------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New Jersey 1-2256 13-5409005
- ---------------------------- ------------------------ ---------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
- ---------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
(972) 444-1000
----------------------------------------------------------------
(Registrant's telephone number, including area code)
EXXON CORPORATION
----------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
===============================================================================
ITEM 2. and ITEM 5. Acquisition or Disposition of Assets.
On November 30, 1999, Exxon Mobil Corporation ("ExxonMobil") issued a
press release confirming that the U.S. Federal Trade Commission (FTC) had
completed its review and approved a consent order for the merger of Exxon
Corporation and Mobil Corporation ("Mobil"). The release also announced that
the merger had been closed.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement")
dated as of December 1, 1998 among Exxon Corporation, Mobil and Lion
Acquisition Subsidiary Corporation ("Merger Subsidiary"), on closing of the
merger Merger Subsidiary was merged with and into Mobil and Exxon Corporation's
name was changed to "Exxon Mobil Corporation."
Pursuant to the Merger Agreement, as a result of the merger, each share of
Mobil common stock outstanding at the effective time of the merger was
converted into the right to receive 1.32015 shares of ExxonMobil common stock.
A copy of ExxonMobil's press release dated November 30, 1999 announcing,
among other things, the FTC approval and merger closing described above is
attached hereto as Exhibit 99 and by this reference made a part hereof.
ITEM 7(c). Exhibits.
Exhibit 99 ExxonMobil Press Release dated November 30, 1999
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXXON MOBIL CORPORATION
Dated: December 1, 1999 By: /s/ Donald D. Humphreys
------------------------------------
Name: Donald D. Humphreys
Title: Vice President, Controller and
Principal Accounting Officer
3
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- ---------------------------------
Exhibit 99 ExxonMobil Press Release dated November 30, 1999
4
Exhibit 99
FOR IMMEDIATE RELEASE
TUESDAY, NOVEMBER 30, 1999
EXXON AND MOBIL CONFIRM
FEDERAL TRADE COMMISSION APPROVAL OF MERGER
IRVING, TX, November 30 -- Exxon Corporation and Mobil Corporation today
confirmed that the U.S. Federal Trade Commission (FTC) completed its review of
the proposed merger and has approved a consent order for the merger of the two
companies. Exxon and Mobil have accepted terms and conditions specified by the
FTC and will comply with them fully and in a timely manner.
Exxon Chairman Lee Raymond said, "The FTC's decision, coupled with the
European Commission's approval gained earlier, cleared the way for the merger
to proceed. Exxon and Mobil moved quickly to close the transaction and to
launch the world's premier petroleum and petrochemical company, which will be
known as Exxon Mobil Corporation. Exxon Mobil Corporation is incorporated in
the state of New Jersey.
"The merged company expects that the scale of the worldwide near-term cost
savings and the long-term strategic benefits will likely exceed those announced
last year. The merger will allow ExxonMobil to compete more effectively with
the recently combined multinational oil companies and the
-2-
large state-owned oil companies that are rapidly expanding outside their home
areas," Raymond said.
The FTC's review was one of the most thorough and exhaustive ever
undertaken, lasting some 11 months. Exxon and Mobil worked closely with the FTC
to provide appropriate information on a timely basis to facilitate regulatory
review of the merger.
In the U.S., Exxon's and Mobil's exploration; production; natural gas;
chemical; Gulf Coast, Midwest and Rocky Mountains refining businesses; and the
vast majority of service stations are not affected by the consent order.
While the FTC ruling predominately affects aspects of the U.S. downstream,
the merged company will retain a significant presence in these business
segments in the U.S. By most measures of capacity and sales, the merged company
will be a strong competitor in these areas.
FTC conditions ExxonMobil will satisfy to complete the merger include:
o Exxon selling its fee and leased service stations from New York to Maine,
and assigning its contracts with all dealers and distributors in those
areas to a new supplier;
o Mobil selling its fee and leased service stations from New Jersey through
Virginia, and assigning its contracts with all dealers and distributors in
those areas to a new supplier. In addition Mobil selling its East Boston,
Massachusetts, and Manassas, Virginia, terminals.
-3-
o Mobil selling its interest in TETCO, a Texas motor fuel distributor,
selling its interests in 10 service stations in Dallas and Fort Worth, and
assigning its contracts with distributors in five areas in Texas --
Dallas, Austin, San Antonio, Houston and Bryan-College Station;
o Exxon selling its Benicia, California, refinery; withdrawing from retail
fuels marketing in four areas (Oakland, San Francisco, San Jose and Santa
Rosa), and selling its remaining service stations and assigning its dealer
and distributor contracts in the state;
o Exxon will divest its interest in 12 service stations and a product
terminal in Guam;
o Mobil amending its base oil contract with Valero at the Paulsboro refinery
in New Jersey;
o Exxon Mobil Corporation entering into long-term contracts to supply a
total of 12,000 barrels-per-day of base oil from its Gulf Coast refineries
to up to three customers;
o Exxon Mobil Corporation selling either Exxon's 48.8 percent interest in
the Plantation pipeline or Mobil's 11.49 percent interest in the Colonial
pipeline, and Mobil's 3.08 percent interest in the Trans-Alaska Pipeline
System (TAPS); and
o Exxon selling its assets associated with its worldwide jet turbine
lubricating oil business.
-4-
"We remain committed to our customers, dealers and distributors in the
U.S.," said Raymond. "We are pleased that ExxonMobil may allow those who
acquire our service stations and supply relationships in most of the areas
affected by the FTC ruling the opportunity to retain the existing Exxon or
Mobil brands for at least 10 years or longer, thereby benefiting consumers,
dealers and distributors. The Exxon and Mobil brands, their high-quality
products, and other innovative services like Mobil Speedpass and
state-of-the-art convenience stores, will remain, even in those areas where we
are required to sell service stations or assign contracts."
Exxon Mobil Corporation will have nine months to satisfy most of the FTC's
conditions everywhere except California, where it will have twelve months to
sell the Benicia Refinery and the California marketing assets. During that
time, Exxon Mobil Corporation will hold various businesses separate from
management and operation of the newly merged company.
Except for Exxon and Mobil operations that will be divested, the held
separate businesses will become part of the ExxonMobil organization when FTC
conditions related to these businesses are met. Revenues and earnings from
businesses "held separate" will be consolidated in the Exxon Mobil Corporation
financial statements.
The held separate businesses are:
-5-
o All of Mobil's fuels marketing operations from Maine through North
Carolina, Florida, Georgia, Texas and Louisiana;
o Mobil's Torrance, California, refinery and California pipelines, as well
as all of its fuels marketing operations in California, Arizona and
Nevada;
o Mobil's Alaska Pipeline Company and Mobil's interest in Colonial Pipeline
Company;
o Exxon's worldwide jet turbine lubricating oil assets.
"We regret the uncertainties these divestments may cause to customers and
employees. We are convinced, however, that the incentives for this merger
remain strong," Raymond said. "We have known for some time that the regulatory
approval process would take a good part of this calendar year. We used this
time as best we could to prepare for the actual integration of the two
companies. We are ready to move ahead quickly. We are confident and determined
to make Exxon Mobil Corporation a reality that will quickly bring significant
benefits to its customers, its employees and its shareholders," concluded
Raymond.
###