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UNITED STATES
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): March 10, 2003
EXXON MOBIL CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 1-2256 13-5409005
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 444-1000
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(Former name or former address, if changed since last report)
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ITEM 9. Regulation FD Disclosure.
Due to an upcoming change in the administrator for the ExxonMobil
Savings Plan, there will be limitations on ExxonMobil stock
transactions within the Plan during a brief transition period.
Specifically, purchase or sale orders for ExxonMobil stock will not
be accepted for heritage Mobil accounts on April 28 or April 29,
2003, or for ExxonMobil accounts on April 30, 2003.
While this transition period may not meet the definition of a
"blackout period" under Rule 102 of Regulation BTR, securities
transactions by ExxonMobil directors and officers will be
restricted as if Regulation BTR did apply.
The notice to this effect provided to ExxonMobil's directors and
officers is included as Exhibit 99 to this filing and incorporated
herein by reference. The date ExxonMobil received the notice
required by section 101(i)(2)(E) of the Employment Retirement
Income Security Act of 1974 was March 10, 2003.
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SIGNATURE
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
Date: March 10, 2003 By: /s/ Donald D. Humphreys
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Name: Donald D. Humphreys
Title: Vice President, Controller and
Principal Accounting Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99 Notice to Directors and Executive Officers, dated March 10,
2003.
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Exhibit 99
To: Directors and Executive Officers of Exxon Mobil Corporation
Re: Restriction on Transactions in ExxonMobil Equity Securities
Date: March 10, 2003
Due to an upcoming change in the administrator for the ExxonMobil Savings Plan,
there will be limitations on ExxonMobil stock transactions within the Plan
during a brief transition period. Specifically, purchase or sale orders for
ExxonMobil stock will not be accepted for heritage Mobil accounts on April 28
or April 29, 2003, or for ExxonMobil accounts on April 30, 2003.
The SEC recently adopted Regulation BTR to carry out provisions of the
Sarbanes-Oxley Act. In general, Reg. BTR and the Act prohibit transactions by
insiders involving ExxonMobil equity securities during periods in which
participants cannot purchase or sell ExxonMobil stock in the Savings Plan.
Although the Savings Plan transition may not technically trigger Reg. BTR,
securities transactions by ExxonMobil directors and executive officers will be
restricted as if Reg. BTR did apply.
Accordingly, except as noted below you may not acquire or dispose of ExxonMobil
equity securities during the period from April 28, 2003, through May 1, 2003
(the "restricted period").
Reg. BTR uses many of the same definitions as Section 16 under the Securities
Exchange Act of 1934. For example, "equity security" under Reg. BTR includes
not only ExxonMobil stock but "derivative securities" as that term is defined
under Section 16. Derivative securities include ExxonMobil stock options, as
well as notional or phantom stock accounts. Thus, you may not exercise an
ExxonMobil employee stock option during the restricted period.
Reg. BTR also follows the Section 16 concept of beneficial ownership and
"pecuniary interest." This means the prohibition on transactions during the
restricted period covers any securities that would be reflected on your Form 4
or Form 5 reports, including: securities beneficially owned by your spouse or
minor children; securities beneficially owned by adult children who are
dependents; securities beneficially owned by other family members who share
your home; and securities held by trusts in which you have an interest.
Please refer to the information you have previously been provided with respect
to your obligations under Section 16 for a fuller explanation of terms such as
"equity security," "beneficial ownership," and "pecuniary interest."
Reg. BTR exempts limited types of transactions, such as dividend reinvestment;
gifts; and certain transactions involving securities that were not acquired in
connection with your service or employment as an ExxonMobil director or
executive officer. However, given the complexity of these rules and the short
time period involved, you are urged to avoid any discretionary change in your
beneficial ownership of ExxonMobil equity securities during the restricted
period.
If you have any questions or would like more information on this subject,
please contact Dick Gutman (972-444-1480) or Jim Parsons (972-444-1478) in the
Law Department, Exxon Mobil Corporation, 5959 Las Colinas Blvd., Irving, Texas
75039. In particular, any change in your beneficial ownership during the
restricted period must be pre-cleared to determine that the transaction
qualifies for one of the limited exemptions under Reg. BTR.
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