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As filed with the Securities and Exchange Commission on February 25, 1999
Registration Statement No. 333-
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
EXXON CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 13-5409005
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5959 Las Colinas Boulevard
Irving, Texas
(Address of principal executive offices)
75039-2298
(Zip Code)
______
THRIFT PLAN IN THE BENEFIT PLAN OF
EXXON CORPORATION AND PARTICIPATING AFFILIATES
(Full title of the Plan)
____________
Donald D. Humphreys
Vice President and Controller
Exxon Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(972) 444-1202
(Name, address and telephone number, including
area code, of agent for service)
_______
_______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Offering Registration
to be Registered Registered per Share (1) Price (1) Fee
_________________ ____________ ________________ ________________ ____________
Common Stock, 20,000,000 $67.78125 $1,355,625,000 $376,863.75
no 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 February 24, 1999.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number 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.
_______________________________________________________________________________
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Registration of Additional Shares
This Registration Statement on Form S-8 relating to the registrant's Thrift
Plan in the Benefit Plan of Exxon Corporation and Participating Affiliates (the
"Thrift Plan") is being filed to register additional securities of the same
class as other securities for which an earlier-filed registration statement on
Form S-8 relating to the Thrift Plan is effective. Pursuant to Instruction E
of Form S-8, such earlier registration statement (No. 33-19057), as amended, is
incorporated herein by reference, except that (i) provisions contained in Part
II of such registration statement are modified as set forth herein and (ii) the
Cross Reference Sheet and Prospectus contained in the earlier registration
statement are not incorporated herein. As of February 24, 1999, approximately
378,325 shares remain available on a split-adjusted basis under such prior
registration statement, for which shares an aggregate registration fee of
approximately $1,485 was paid.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
_______________________________________
The following documents that have been filed by Exxon Corporation or the Thrift
Plan with the Securities and Exchange Commission are incorporated by reference
in this Registration Statement:
(1) Annual Report on Form 10-K for the year ended December 31, 1997;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998, and September 30, 1998;
(3) Current Report on Form 8-K (Date of Event: November 27, 1998) filed
December 1, 1998;
(4) The Thrift Plan's Annual Report on Form 11-K for the year ended
November 30, 1997; and
(5) The description of common stock, without par value, of Exxon
Corporation contained in its Registration Statement on Form 10 filed
on April 9, 1935, as amended by its Current Report on Form 8-K for the
month of May, 1970 and its Quarterly Report on Form 10-Q for the
quarter ended June 30, 1987.
In addition, 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 5. Experts and Counsel.
___________________
The financial statements incorporated herein by reference to the Exxon
Corporation Annual Report on Form 10-K for the year ended December 31, 1997,
have been so incorporated in reliance upon the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements similarly incorporated herein by reference to all
documents subsequently filed by Exxon Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered have
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been sold or which deregisters all securities then remaining unsold, are or
will be so incorporated in reliance upon the reports of PricewaterhouseCoopers
LLP, and any other independent accountants, relating to such financial
statements and upon the authority of such independent accountants as experts in
auditing and accounting in giving such reports to the extent that the
particular firm has examined such financial statements and consented to the use
of their reports thereon.
Item 6. Indemnification of Directors and Officers.
_________________________________________
Exxon Corporation has no provisions for indemnification of directors or
officers in its certificate of incorporation. Article X of the By-Laws of
Exxon Corporation 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 corporation agent of Exxon Corporation or any
subsidiary or served any other enterprise at the request of Exxon Corporation
against expenses, judgements, 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.
Exxon Corporation has purchased directors and officers liability insurance
coverage from Ancon Insurance Company, Inc., a wholly-owned subsidiary of
Exxon Corporation ("Ancon"), subject to cancellation by Ancon upon 365 days'
written notice. In general, such insurance provides coverage up to
$100 million for payment on behalf of directors and certain officers of
Exxon Corporation of amounts they are legally obligated to pay because
of covered risks for which Exxon Corporation is not required or permitted
to indemnify them.
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 Thrift Plan is qualified under Section 401 of the
Internal Revenue Code, the registrant hereby undertakes that it will
submit or has submitted the Thrift 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 Thrift 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
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.
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(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.
(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.
(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 25th day of
February, 1999.
EXXON CORPORATION
By: /s/ LEE R. RAYMOND
______________________________
L. 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 February 25, 1999
__________________________________ and Chief Executive
(Lee R. Raymond) Officer (Principal
Executive Officer)
__________________________________ Director
Michael J. Boskin
* Director February 25, 1999
__________________________________
(Rene Dahan)
* Director February 25, 1999
__________________________________
(William T. Esrey)
* Director February 25, 1999
__________________________________
(Jess Hay)
* Director February 25, 1999
__________________________________
(James R. Houghton)
* Director February 25, 1999
__________________________________
(William R. Howell)
* Director February 25, 1999
__________________________________
(Reatha Clark King)
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* Director February 25, 1999
__________________________________
(Philip E. Lippincott)
* Director February 25, 1999
__________________________________
(Harry J. Longwell)
__________________________________ Director
(Marilyn Carlson Nelson)
* Director February 25, 1999
__________________________________
(Walter V. Shipley)
* Director February 25, 1999
__________________________________
(Robert E. Wilhelm)
* Controller (Principal February 25, 1999
__________________________________ Accounting Officer)
(Donald D. Humphreys)
* Treasurer (Principal February 25, 1999
__________________________________ Financial Officer)
(Frank A. Risch)
*By: /s/ T. P. Townsend
_______________________
(T. P. Townsend)
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 Thrift 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
25th day of February, 1999.
THRIFT PLAN IN THE BENEFIT PLAN OF EXXON
CORPORATION AND PARTICIPATING AFFILIATES
(Name of Plan)
/s/ Frank A. Risch
________________________________________
Frank A. Risch, Chairman, Thrift Trustee
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INDEX TO EXHIBITS
Exhibit Number Exhibit
______________ _______
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 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 25, 1998, appearing on page
F-11 of the financial section of the 1997 Annual Report to Shareholders of
Exxon Corporation which is incorporated by reference as Exhibit 13 in the
Annual Report on Form 10-K for the year ended December 31, 1997. We also
consent to the reference to us under the heading "Experts and Counsel" in this
Registration Statement.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
February 25, 1999
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Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints T. P.
Townsend, Frank A. Risch and Donald D. Humphreys, 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 Corporation offered or sold in connection with Exxon
Corporation's Thrift Plan, 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.
Signature Title Date
/s/ Lee R. Raymond Chairman of the Board February 24, 1999
_________________________________ and Chief Executive
(Lee R. Raymond) Officer (Principal
Executive Officer)
_________________________________ Director February __, 1999
(Michael J. Boskin)
/s/ Rene Dahan Director February 24, 1999
_________________________________
(Rene Dahan)
/s/ William T. Esrey Director February 24, 1999
_________________________________
(William T. Esrey)
/s/ Jess Hay Director February 24, 1999
_________________________________
(Jess Hay)
/s/ James R. Houghton Director February 24, 1999
_________________________________
(James R. Houghton)
/s/ William R. Howell Director February 24, 1999
_________________________________
(William R. Howell)
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/s/ Reatha Clark King Director February 24, 1999
_________________________________
(Reatha Clark King)
/s/ Philip E. Lippincott Director February 24, 1999
_________________________________
(Phillip e. Lippincott)
/s/ Harry J. Longwell Director February 24, 1999
_________________________________
(Harry J. Longwell)
_________________________________ Director February __, 1999
(Marilyn Carlson Nelson)
/s/ Walter V. Shipley Director February 24, 1999
_________________________________
(Walter V. Shipley)
/s/ Robert E. Wilhelm Director February 24, 1999
_________________________________
(Robert E. Wilhelm)
/s/ Donald D. Humphreys Controller (Principal February 24, 1999
_________________________________ Accounting Officer)
(Donald D. Humphreys)
/s/ Frank A. Risch Treasurer (Principal February 24, 1999
_________________________________ Financial Officer)
(Frank A. Risch)
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