As filed with the Securities and Exchange Commission on December 3, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BP p.l.c.
(Exact name of registrant as specified in its charter)
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England and Wales None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Britannic House
1 Finsbury Circus
London EC2M 7BA, England
(Address of principal executive offices)
BP Employee Savings Plan
(Full title of plan)
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Daniel B. Pinkert With a copy to:
Corporate Secretary Peter B.P. Bevan
BP Corporation North America Inc. Group General Counsel
200 E. Randolph Drive BP p.l.c.
Chicago, Illinois Britannic House
(312)856-3025 1 Finsbury Circus
Name, address, including zip code, and London EC2M 7BA, England
telephone number, including area code, 44 (0) 207-496-4000
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
To be Registered Registered (2) Per Share (3) Offering Price (3) Fee (3)
----------------------------- --------------------- --------------------- --------------------- -------------------
Ordinary Shares (1)
180,000,000 $7.286784 $1,311,621,120.00 $313,477.45
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also registers such indeterminate number of
additional shares as may be issuable in connection with the BP Employee
Savings Plan in connection with share splits, share dividends or similar
transactions.
(3) Estimate solely for the purpose of calculating the Registration Fee in
accordance with Rule 457(h). Such estimate has been computed in accordance
with Rule 457(h) based on the average of the high and low quotation for
Ordinary Shares of BP p.l.c. on the London Stock Exchange on 29 November,
2001 and the buying rate for pounds sterling of (pound)1.00 =$1.4232 as
announced by the Federal Reserve on that date.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The reports listed below have been filed with or furnished to the
Securities and Exchange Commission ("Commission") by BP p.l.c., ("BP" or the
"Company"), formerly named BP Amoco p.l.c., and are incorporated herein by
reference to the extent not superseded by documents or reports subsequently
filed or furnished:
o BP's Annual Report on Form 20-F for the year ended December 31, 2000.
o BP's Report on Form 6-K dated May 24, 2001.
o BP's Report on Form 6-K dated August 6, 2001
o BP's Report on Form 6-K dated November 21, 2001.
In addition, all filings on Form 20-F filed by BP pursuant to the 1934 Act,
and, to the extent designated therein, certain Reports on Form 6-K which contain
summarized financial information, condensed consolidated financial statements of
BP and its subsidiaries relating to interim periods, or discussion and analysis
of financial condition and results of operations furnished by BP, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
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 or furnishing of such documents or
reports, to the extent not superseded by documents or reports subsequently filed
or made.
The following report has been filed with or furnished to the Commission by
the BP Employee Savings Plan (the "Plan"), and is incorporated by reference to
the extent not superceded by documents or reports subsequently filed or
furnished: The Annual Report on Form 11-K of the BP Employee Savings Plan for
the year ended December 31, 2000.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The consolidated financial statements of BP appearing in BP's Annual Report
(Form 20-F) for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP (to the extent covered by consents filed with the Commission)
given upon the authority of such firm as experts in accounting and auditing.
The financial statements of the Plan appearing in it's Annual Report (Form
11-K) for the year ended December 31, 2000, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.
The validity of the Ordinary Shares registered herein has been passed upon
by Peter B. P. Bevan, Group General Counsel of BP. The validity of interests in
the Plan registered herein has been passed upon by Jane E. Klewin, Senior
Attorney - BP America Inc.
Item 6. Indemnification of Directors and Officers.
Article 137 of the registrant's Articles of Association currently provides:
"Subject to the provisions of and so far as may be consistent with the Statutes,
every Director, Auditor, Secretary or other officer of the Company shall be
entitled to be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and/or discharge of
his duties and/or the exercise of his powers and/or otherwise in relation to or
in connection with his duties, powers or office."
Section 310 of the Companies Act of 1985 (as amended by Section 137 of the
Companies Act of 1989) provides as follows:
"310. Provisions exempting officers and auditors from liability
(1) This section applies to any provision, whether contained in a company's
articles or in any contract with the company or otherwise, for exempting any
officer of the company or any person (whether an officer or not) employed by the
company as auditor from, or indemnifying him against, any liability which by
virtue of any rule of law would otherwise attach to him in respect of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company.
(2) Except as provided by the following subsection, any such provision is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any liability
incurred by him
(i) in defending any proceedings (whether civil or criminal) in which
judgment is given in his favor or he is acquitted, or
(ii) in connection with any application under Section 144(3) or (4)
(acquisition of shares by innocent nominee) or section 727
(general power to grant relief in case of honest and reasonable
conduct) in which relief is granted to him by the court."
Section 727 of the Companies Act 1985 provides as follows:
"727. Power of court to grant relief in certain circumstances:
(1) If in any proceedings for negligence, default, breach of duty or breach of
trust against an officer of a company or a person employed by a company as
auditor (whether he is or is not an officer of the company) it appears to
the court hearing the case that that officer or person is or may be liable
in respect of the negligence, default, breach of duty or breach of trust,
but that he has acted honestly and reasonably, and that having regard to
all the circumstances of the case (including those connected with his
appointment) he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either
wholly or partly, from his liability on such terms as the court thinks fit.
(2) If any such officer or person as above-mentioned has reason to apprehend
that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief; and the court on the application has the same power to
relieve him as under this section it would have had if it had been a court
before which proceedings against that person for negligence, default,
breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge with
a jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant or defender ought in pursuance of that subsection to be
relieved either in whole or in part from the liability sought to be
enforced against him, withdraw the case in whole or in part from the jury
and forthwith direct judgment to be entered for the defendant or defender
on such terms as to costs or otherwise as the judge may think proper."
Item 8. Exhibits.
The following Exhibits are filed herewith unless otherwise indicated:
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Exhibit No. Description
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4 BP Employee Savings Plan
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5.1 & 23(c) Opinion of Peter B. P. Bevan, Group General Counsel of BP regarding the validity of
the securities being registered.
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5.2 & 23(d) Opinion of Jane E. Klewin, Senior Attorney - BP America Inc. regarding the validity
of the interests in the Plan being registered.
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23(a) Consent of Ernst & Young LLP, independent auditors, London, England.
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23(b) Consent of Ernst & Young LLP, independent auditors, Chicago, Illinois.
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24(a) Powers of Attorney (included in the signature page of this Registration Statement).
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Item 9. Undertakings.
(a) The undersigned 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 events 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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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.
(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 undersigned 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 that is incorporated by reference in the
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.
(c) 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 will be governed by the final adjudication of
such issue.
SIGNATURES
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 London, England, on November 29, 2001.
BP p.l.c.
(Registrant)
By: /s/ Judith C. Hanratty
Judith C. Hanratty
Company Secretary
POWER OF ATTORNEY
Each director and officer of the Registrant whose signature appears below
hereby constitutes and appoints The Lord Browne of Madingley, Dr. J. G. S.
Buchanan, and Daniel B. Pinkert, the agent for service named in the registration
statement, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him, and on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and file any amendments to this Registration Statement on Form S-8 necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in this registration statement as such attorney-in-fact deems
appropriate, and any subsequent Registration Statement for the same offering
that may be filed under Rule 462(b) under the Securities Act of 1933, as
amended.
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 dates indicated.
Signature Titles Date
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/s/ P.D. Sutherland Non-Executive Chairman November 29, 2001
P.D. Sutherland
/s/ Browne of Madingley Executive Director November 29, 2001
The Lord Browne Group Chief Executive
of Madingley (Principal Executive Officer)
/s/ Dr. J.G.S. Buchanan Executive Director November 29, 2001
Dr. J.G.S. Buchanan (Principal Financial and
Accounting Officer)
/s/ R. F. Chase Executive Director November 29, 2001
R. F. Chase
/s/ W. D. Ford Executive Director November 29, 20011
W. D. Ford
/s/ Dr. B. E. Grote Executive Director November 29, 2001
Dr. B. E. Grote
/s/ R. L. Olver Executive Director November 29, 2001
R. L. Olver
/s/ J. H. Bryan Non-Executive Director November 29, 2001
J. H. Bryan
/s/ E. B. Davis, Jr. Non-Executive Director November 29, 2001
E. B. Davis, Jr.
/s/ C.F. Knight Non-Executive Director November 29, 2001
C.F. Knight
/s/ F. A. Maljers Non-Executive Director November 29, 2001
F. A. Maljers
/s/ Dr. W. E. Massey Non-Executive Director November 29, 2001
Dr. W. E. Massey
/s/ H.M.P. Miles Non-Executive Director November 29, 2001
H.M.P. Miles
/s/ Sir Robin Nicholson Non-Executive Director November 29, 2001
Sir Robin Nicholson
/s/ Sir Ian Prosser Non-Executive Director November 29, 2001
Sir Ian Prosser
/s/ M. H. Wilson Non-Executive Director November 29, 2001
M. H. Wilson
/s/ Sir Robert Wilson Non-Executive Director November 29, 2001
Sir Robert Wilson
/s/ Daniel B. Pinkert Authorized Representative November 29, 2001
Daniel B. Pinkert in the United States
SIGNATURE OF BP EMPLOYEE
SAVINGS PLAN
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on November 30, 2001.
BP EMPLOYEE SAVINGS PLAN
By: BP Corporation North America Inc., Administrator
By: /s/ Donald Packham
Its:Senior Vice-President of Human Resources
EXHBIT INDEX
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Exhibit No. Description Page
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4 BP Employee Savings Plan
5.1 & 23(c) Opinion of Peter B. P. Bevan, Group General Counsel of BP regarding the
validity of the securities being registered.
5.2 & 23(d) Opinion of Jane E. Klewin, Senior Attorney - BP America Inc. regarding
the validity of the interests in the Plan being registered.
23(a) Consent of Ernst & Young LLP, independent auditors, London, England.
23(b) Consent of Ernst & Young LLP, independent auditors, Chicago, Illinois
24(a) Powers of Attorney (included in the signatures page of this Registration
Statement).
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