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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 27, 1998
EXXON CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
New Jersey 1-2256 13-5409005
----------------- -------------- ----------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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)
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On December 1, 1998, Exxon Corporation, a New Jersey corporation
("Exxon"), Mobil Corporation, a Delaware corporation ("Mobil"), and Lion
Acquisition Subsidiary Corporation, a Delaware corporation and a wholly-
owned direct subsidiary of Exxon ("Merger Subsidiary"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the
Merger Agreement and subject to the terms and conditions set forth therein,
Merger Subsidiary will be merged with and into Mobil, with Mobil being the
surviving corporation of such merger (the "Merger"), and as a result of the
Merger, Mobil will become a wholly-owned subsidiary of Exxon. At the
Effective Time (as defined in the Merger Agreement) of the Merger, (i) each
issued and outstanding share of common stock, par value $1.00 per share, of
Mobil (the "Mobil Common Stock") will be converted into the right to
receive 1.32015 shares of common stock, without par value, of Exxon and
(ii) each issued and outstanding share of Series B ESOP Convertible
Preferred Stock, par value $1.00 per share, of Mobil (the "Series B
Preferred Stock") will be converted into the right to receive one share of
a new series of preferred stock to be issued by Exxon (having, to the
extent possible, terms identical to those of the Series B Preferred Stock
immediately prior to the Effective Time).
In connection with the execution of the Merger Agreement, Mobil and
Exxon entered into a Stock Option Agreement (the "Option Agreement")
pursuant to which Mobil granted Exxon an option (the "Option") to purchase
up to approximately 14.9% of the outstanding shares of Mobil Common Stock
(after giving effect to the Option) exercisable in the circumstances
specified in the Option agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and a copy
of the Option Agreement is attached hereto as Exhibit 2.2. The foregoing
description is qualified in its entirety by reference to the full text of such
exhibits. A joint press release confirming that Exxon and Mobil were in
discussions concerning a possible combination transaction was issued on November
27, 1998 and a joint press release announcing the execution of the Merger
Agreement and the Option Agreement was issued on December 1, 1998. The press
release issued on November 27, 1998 is attached hereto as Exhibit 99.1 and the
press release issued on December 1, 1998 is attached hereto as Exhibit 99.2.
ITEM 7(c). Exhibits.
Exhibit 2.1 Agreement and Plan of Merger dated as of December 1, 1998
among Exxon Corporation, Mobil Corporation and Lion
Acquisition Subsidiary Corporation (Schedules and Exhibits
omitted)
Exhibit 2.2 Stock Option Agreement dated as of December 1, 1998 between
Exxon Corporation and Mobil Corporation
Exhibit 99.1 Joint Press Release dated November 27, 1998
Exhibit 99.2 Joint Press Release dated December 1, 1998
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 CORPORATION
Dated: December 1, 1998 By: /s/ Donald D. Humphreys
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Name: Donald D. Humphreys
Title: Vice President, Controller and
Principal Accounting Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
--------------- --------------------------------- --------------
Exhibit 2.1 Agreement and Plan of Merger dated as of
December 1, 1998 among Exxon
Corporation, Mobil Corporation and Lion
Acquisition Subsidiary Corporation
(Schedules and Exhibits omitted)
Exhibit 2.2 Stock Option Agreement dated as of
December 1, 1998 between Exxon
Corporation and Mobil Corporation
Exhibit 99.1 Joint Press Release dated November 27,
1998
Exhibit 99.2 Joint Press Release dated December 1,
1998
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 27, 1998
EXXON CORPORATION
----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New Jersey 1-2256 13-5409005
----------------- -------------- ----------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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)
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
ITEM 5. Other Events.
On December 1, 1998, Exxon Corporation, a New Jersey corporation
("Exxon"), Mobil Corporation, a Delaware corporation ("Mobil"), and Lion
Acquisition Subsidiary Corporation, a Delaware corporation and a wholly-
owned direct subsidiary of Exxon ("Merger Subsidiary"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the
Merger Agreement and subject to the terms and conditions set forth therein,
Merger Subsidiary will be merged with and into Mobil, with Mobil being the
surviving corporation of such merger (the "Merger"), and as a result of the
Merger, Mobil will become a wholly-owned subsidiary of Exxon. At the
Effective Time (as defined in the Merger Agreement) of the Merger, (i) each
issued and outstanding share of common stock, par value $1.00 per share, of
Mobil (the "Mobil Common Stock") will be converted into the right to
receive 1.32015 shares of common stock, without par value, of Exxon and
(ii) each issued and outstanding share of Series B ESOP Convertible
Preferred Stock, par value $1.00 per share, of Mobil (the "Series B
Preferred Stock") will be converted into the right to receive one share of
a new series of preferred stock to be issued by Exxon (having, to the
extent possible, terms identical to those of the Series B Preferred Stock
immediately prior to the Effective Time).
In connection with the execution of the Merger Agreement, Mobil and
Exxon entered into a Stock Option Agreement (the "Option Agreement")
pursuant to which Mobil granted Exxon an option (the "Option") to purchase
up to approximately 14.9% of the outstanding shares of Mobil Common Stock
(after giving effect to the Option) exercisable in the circumstances
specified in the Option agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and a copy
of the Option Agreement is attached hereto as Exhibit 2.2. The foregoing
description is qualified in its entirety by reference to the full text of such
exhibits. A joint press release confirming that Exxon and Mobil were in
discussions concerning a possible combination transaction was issued on November
27, 1998 and a joint press release announcing the execution of the Merger
Agreement and the Option Agreement was issued on December 1, 1998. The press
release issued on November 27, 1998 is attached hereto as Exhibit 99.1 and the
press release issued on December 1, 1998 is attached hereto as Exhibit 99.2.
ITEM 7(c). Exhibits.
Exhibit 2.1 Agreement and Plan of Merger dated as of December 1, 1998
among Exxon Corporation, Mobil Corporation and Lion
Acquisition Subsidiary Corporation (Schedules and Exhibits
omitted)
Exhibit 2.2 Stock Option Agreement dated as of December 1, 1998 between
Exxon Corporation and Mobil Corporation
Exhibit 99.1 Joint Press Release dated November 27, 1998
Exhibit 99.2 Joint Press Release dated December 1, 1998
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 CORPORATION
Dated: December 1, 1998 By: /s/ Donald D. Humphreys
------------------------------
Name: Donald D. Humphreys
Title: Vice President, Controller and
Principal Accounting Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
--------------- --------------------------------- --------------
Exhibit 2.1 Agreement and Plan of Merger dated as of
December 1, 1998 among Exxon
Corporation, Mobil Corporation and Lion
Acquisition Subsidiary Corporation
(Schedules and Exhibits omitted)
Exhibit 2.2 Stock Option Agreement dated as of
December 1, 1998 between Exxon
Corporation and Mobil Corporation
Exhibit 99.1 Joint Press Release dated November 27,
1998
Exhibit 99.2 Joint Press Release dated December 1,
1998