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Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 13-5409005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5959 Las Colinas Boulevard
Irving, Texas
(Address of Principal Executive Offices)
75039-2298
(Zip Code)
ExxonMobil Fuels Marketing Savings Plan
(Full title of the plan)
Donald D. Humphreys
Vice President and Controller
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
(Name and address of agent for service)
(972) 444-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed Amount of
class of securities registered maximum maximum Registration
to be registered offering Aggregate offering fee
price price(1)
per share(1)
_______________________________________________________________________________
Common Stock, no 1,000,000 $40.70 $40,700,000 $10,175
par value shares(2)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act and based on the average
of the high and low prices of the common stock reported in the
consolidated reporting system on September 5, 2001.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the numbers of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this
registration statement, and this registration statement shall cover the
additional securities resulting from such split, dividend or similar
transaction.
This Registration Statement is a new registration statement relating to
Registrant's ExxonMobil Fuels Marketing Savings Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Exxon Mobil Corporation ("ExxonMobil" or the "Registrant") hereby incorporates,
or will be deemed to have incorporated, herein by reference the following
documents:
(1) The ExxonMobil Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(2) The ExxonMobil Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2001 and June 30, 2001;
(3) The ExxonMobil Current Report on Form 8-K filed on April 2, 2001;
(4) Annual Report on Form 11-K of the Plan for the fiscal year ended
December 31, 2000;
(5) All other reports filed by ExxonMobil pursuant to Section 13(a) or
15(d) of the Exchange Act, since December 31, 2000;
(6) The description of ExxonMobil's capital stock contained in
ExxonMobil's Registration Statement on Form S-4 (File Number
333-75659), and any document that updates that description;
(7) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 6. Indemnification of Directors and Officers.
ExxonMobil does not have any provisions for indemnification of
directors or officers in its charter. Article X of the By-Laws of the
Registrant provides that it shall indemnify to the full extent
permitted by law any director or officer made or threatened to be made
a party to any legal action by reason of the fact that such person is
or was a director, officer, employee or other corporate agent of
ExxonMobil or any subsidiary or served any other enterprise at the
request of ExxonMobil against expenses, judgments, fines, penalties,
excise taxes and amounts paid in settlement. The New Jersey Business
Corporation Act provides for the indemnification of directors and
officers under certain conditions.
ExxonMobil has purchased directors and officers liability insurance
coverage from Ancon Insurance Company, Inc., a wholly-owned subsidiary
of ExxonMobil.
Under the terms of the Agreement and Plan of Merger dated as of
December 1, 1998, among ExxonMobil (formerly named Exxon Corporation),
Mobil Corporation ("Mobil") and Lion Acquisition
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Subsidiary Corporation, ExxonMobil has agreed that for seven years
after November 30, 1999, the closing date of the merger, ExxonMobil
will indemnify and hold harmless each person who was a director or
officer of Mobil at or prior to the date of the merger agreement from
their acts or omissions in those capacities occurring prior to the
closing to the extent provided under Mobil's charter and by-laws as in
effect on December 1, 1998.
Item 8. Exhibits
(a) See Index to Exhibits, which is incorporated herein by
reference.
(b) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act
of 1974, as amended, and an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under
Section 401 of the Internal Revenue Code, the Registrant hereby
undertakes that it will submit or has submitted the Plan and any
amendment thereto to the IRS in a timely manner and has made or
will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or event
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8, or Form F-3, and
the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
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(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and each filing of the Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas on the 14th day of
September, 2001.
EXXON MOBIL CORPORATION
By: /s/ Lee R. Raymond
_______________________
Lee R. Raymond
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.
/s/ Lee R. Raymond Chairman of the Board September 14, 2001
_____________________________ and Chief Executive
(Lee R. Raymond) Officer (Principal
Executive Officer)
* Director September 14, 2001
_____________________________
(Michael J. Boskin)
* Director September 14, 2001
_____________________________
(Rene Dahan)
* Director September 14, 2001
_____________________________
(William T. Esrey)
* Director September 14, 2001
_____________________________
(Donald V. Fites)
* Director September 14, 2001
_____________________________
(James R. Houghton)
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* Director September 14, 2001
_____________________________
(William R. Howell)
* Director September 14, 2001
_____________________________
(Helene L. Kaplan)
* Director September 14, 2001
_____________________________
(Reatha Clark King)
* Director September 14, 2001
_____________________________
(Philip E. Lippincott)
* Director September 14, 2001
_____________________________
(Harry J. Longwell)
* Director September 14, 2001
______________________________
(Marilyn Carlson Nelson)
* Director September 14, 2001
______________________________
(Eugene A. Renna)
* Director September 14, 2001
______________________________
(Walter V. Shipley)
* Controller (Principal September 14, 2001
______________________________ Accounting Officer)
(Donald D. Humphreys)
* Treasurer (Principal September 14, 2001
______________________________ Financial Officer)
(Frank A. Risch)
* By: /s/ Richard E. Gutman
_________________________________
Richard E. Gutman
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas on the
14th day of September, 2001.
EXXONMOBIL FUELS MARKETING SAVINGS PLAN
By: /s/ Stephen B. L. Penrose
__________________________________
Stephen B.L. Penrose
Administrator - Finance
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INDEX TO EXHIBITS
Exhibit Number Exhibit
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 2001 relating to the
consolidated financial statements, which appears on page 27 of the Financial
Section of Exxon Mobil Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 14, 2001
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the ExxonMobil Fuels Marketing Savings Plan of Exxon
Mobil Corporation of our report dated February 26, 1999, with respect to the
consolidated financial statements and schedule of Mobil Corporation included in
the Annual Report on Form 10-K for the year ended December 31, 2000 of Exxon
Mobil Corporation.
/s/ ERNST & YOUNG LLP
McLean, Virginia
September 14, 2001
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints T. P.
Townsend, Frank A. Risch, Donald D. Humphreys, and R. E. Gutman, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission with respect
to shares of common stock of Exxon Mobil Corporation offered or sold in
connection with Exxon Mobil Corporation's ExxonMobil Fuels Marketing Savings
Plan, as amended, as well as related interests, and to sign any and all
amendments or supplements (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Lee R. Raymond Chairman of the Board July 25, 2001
________________________________ and Chief Executive
(Lee R. Raymond) Officer (Principal
Executive Officer)
/s/ Michael J. Boskin Director July 25, 2001
________________________________
(Michael J. Boskin)
/s/ Rene Dahan Director July 25, 2001
________________________________
(Rene Dahan)
/s/ William T. Esrey Director July 25, 2001
________________________________
(William T. Esrey)
/s/ Donald V. Fites Director July 25, 2001
________________________________
(Donald V. Fites)
/s/ James R. Houghton Director July 25, 2001
________________________________
(James R. Houghton)
/s/ William R. Howell Director July 25, 2001
________________________________
(William R. Howell)
/s/ Helene L. Kaplan Director July 25, 2001
________________________________
(Helene L. Kaplan)
/s/ Reatha Clark King Director July 25, 2001
________________________________
(Reatha Clark King)
/s/ Philip E. Lippincott Director July 25, 2001
________________________________
(Philip E. Lippincott)
/s/ Harry J. Longwell Director July 25, 2001
________________________________
(Harry J. Longwell)
/s/ Marilyn Carlson Nelson Director July 25, 2001
________________________________
(Marilyn Carlson Nelson)
/s/ Eugene A. Renna Director July 25, 2001
________________________________
(Eugene A. Renna)
/s/ Walter V. Shipley Director July 25, 2001
________________________________
(Walter V. Shipley)
/s/ Donald D. Humphreys Controller (Principal July 25, 2001
________________________________ Accounting Officer)
(Donald D. Humphreys)
/s/ Frank A. Risch Treasurer (Principal July 25, 2001
________________________________ Financial Officer)
(Frank A. Risch)