As filed with the Securities and Exchange Commission on May 14, 2003
Registration No. 333-85016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Post-effective Amendment No. 1 to
Form S-3
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 Identification
Incorporation or Organization) Number)
5959 Las Colinas Blvd.
Irving, Texas
75039-2298
(972) 444-1000
(Address, Including Zip Code, and
Telephone Number, Including Area
Code, of Registrant's Principal
Executive Offices)
Frank A. Risch, Treasurer
Exxon Mobil Corporation
5959 Las Colinas Blvd.
Irving, Texas
75039-2298
972-444-1000
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent For Service)
_____________________________
Approximate date of commencement of proposed sale to the public: as soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ___
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
___
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ___
_____________________________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as Commission, acting pursuant to said Section 8(a), may
determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated May 14, 2003.
SHAREHOLDER INVESTMENT PROGRAM
PROSPECTUS
Exxon Mobil Corporation offers you the opportunity to participate in its
Shareholder Investment Program. The Program lets you: purchase shares of
ExxonMobil's common stock with no commission; reinvest all or a portion of your
cash dividends in additional shares; and deposit share certificates for
safekeeping. See "Important Considerations" and "Terms of the Program."
EquiServe Trust Company, N.A. (Equiserve), a federally chartered trust
institution, is the Administrator for the Program. EquiServe, Inc., an
affiliate of EquiServe and a transfer agent registered with the Securities and
Exchange Commission ("SEC"), acts as a service agent for EquiServe. The
Administrator purchases Program shares in the open market and the
Corporation does not receive any proceeds. ExxonMobil stock is listed on the
New York Stock Exchange under the symbol "XOM." The closing price of the common
stock on May 13, 2003 was $35.53 per share.
This prospectus covers approximately 12,500,000 shares of common stock, no par
value.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
__________, 2003
ExxonMobil Shareholder Investment Program
HIGHLIGHTS
Following are some of the convenient features of the Program. Refer to
"Important Considerations" and "Terms of the Program" for more complete
information. Please read this entire prospectus carefully.
Buy With No Commissions
With the ExxonMobil Shareholder Investment Program, you don't need to call a
stockbroker. ExxonMobil pays the commissions on all Program purchases. You can
make purchases in a variety of ways, including by check, direct debit from your
US bank account, or dividend reinvestment. Your investment dollars will be
fully invested in ExxonMobil shares.
Open an Account for Only $250
If you are not an ExxonMobil shareholder, you can enroll in the Program with
an initial cash investment of only $250. If you are already an ExxonMobil
shareholder, you can enroll with a $250 cash investment, by depositing
ExxonMobil shares for safekeeping, or by choosing to reinvest dividends on
some or all of your ExxonMobil shares.
Make Additional Investments With as Little as $50
Once enrolled, you can make additional investments as small as $50, by check
or by direct debit from your US bank account. Additional investments may be
made on a one-time basis or on an automatic monthly schedule. Since you
pay no commissions, your full investment goes to the purchase of ExxonMobil
shares. The maximum cash investment is $200,000 per calendar year.
Invest Weekly, Sell Daily
You can buy and sell as frequently as weekly and you can vary the amount you
invest. Sales are processed daily.
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Reinvest Dividends Automatically
You can choose to have all or part of the dividends paid on your ExxonMobil
shares automatically reinvested in additional shares.
Receive Dividends by Direct Deposit
If you elect not to reinvest dividends, you can have dividends deposited
directly into your US bank account by electronic transfer on the dividend
payment date.
Deposit Certificates for Safekeeping
You can protect your ExxonMobil share certificates from loss, theft or damage
by depositing your shares for safekeeping. If you want new certificates sent
to you, we'll do so at your request.
Invest in Tax-advantaged Accounts
EquiServe offers a variety of tax-advantaged IRA and similar accounts that
invest in ExxonMobil shares through the Program. These accounts are generally
available both for new contributions and for rollovers. For more information
on this service, including special disclosures, fee information, and
enrollment materials, call the EquiServe IRA Department toll-free at
1-800-472-7428.
Make Gifts of ExxonMobil Stock
You can make gifts or transfers of ExxonMobil shares at no charge. A Program
account will be opened for the recipient and you can also request a special
gift certificate.
Access and Manage your Account in Three Convenient Ways
You can access and manage your Program account by mail, by telephone, or
through EquiServe's website.
Toll-Free Information
If you have questions about the Program or need assistance or information
about other shareholder matters, call ExxonMobil Shareholder Services
toll-free at:
1-800-252-1800
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IMPORTANT CONSIDERATIONS
The purpose of the Program is to provide useful services for ExxonMobil
shareholders. We are not recommending that you should buy or sell ExxonMobil
shares. You should only use the Program after you have independently
researched and made your investment decision.
The value of ExxonMobil shares may go up or down from time to time. We give no
assurance as to whether or at what rate ExxonMobil will continue to pay
dividends. Program accounts are not insured by the Securities Investor
Protection Corporation, the Federal Deposit Insurance Corporation, or anyone
else.
TERMS OF THE PROGRAM
Administrator
EquiServe Trust Company, N.A. (the "Administrator") administers the Program.
The Administrator currently serves as transfer agent, registrar and dividend
paying agent for the Corporation and may have other business relationships
with the Corporation from time to time. The Administrator also sponsors
Program IRAs and similar accounts.
Contact Information; Managing Your Account
You can contact the Administrator and manage your Program account in several
ways:
Mail. The Administrator's mailing address is: ExxonMobil Shareholder
Investment Program, P.O. Box 43008, Providence, RI 02940-3008. For your
convenience, as described in more detail below, pre-printed forms and
envelopes are available for enrollment and for most Program features. These
forms are available from the Administrator. Certain of the most commonly
used forms will also be included with your account statement and other
mailings from time to time.
Telephone. You can call the Administrator toll-free from within the US at
1-800-252-1800. From outside the US, call collect at 781-575-2058. The
telephone service is available for general shareholder information and
questions; to request enrollment and other forms; to obtain account
information; and, as described in more detail below, to manage some Program
features.
Internet. You can also enroll in the Program, obtain account and other
shareholder information, and manage most Program features as described in
more detail below through the Administrator's website. To find out how to
access and use the Administrator's website, you can email the Administrator
at: exxonmobil@equiserve.com, or call the telephone numbers given above.
Material on the Administrator's website is solely the responsibility of the
Administrator and is not part of this prospectus.
Eligibility
Any US person or entity can participate in the Program by fulfilling the
requirements described under "Enrollment Procedures." A citizen or
resident of a country other than the United States is also eligible if
participation would not violate local laws applicable to you or to ExxonMobil.
Enrollment Procedures
First, read this prospectus carefully.
If you are not an ExxonMobil shareholder and are eligible, you may enroll in
the
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Program by either:
- Making an initial cash investment of at least $250 and not more than
$200,000.
- Authorizing at least five (5) consecutive automatic monthly investments for
at least $50 each.
If you are already an ExxonMobil shareholder and are eligible, you may enroll
in the Program in any of the following ways:
- Depositing five or more share certificates with the Administrator for
safekeeping.
- Electing to reinvest cash dividends paid on at least one whole share,
provided you also own at least five (5) whole shares registered in your name.
- Making an initial cash investment of at least $250 and not more than 200,000.
- Authorizing at least five (5) consecutive automatic monthly investments for
at least $50 each.
In all cases, you must complete and submit an enrollment form, either by mail
or through the Administrator's website. At present, you may not enroll by
telephone. Participation in the Program begins after the Administrator reviews
and approves your forms and receives your funds or share certificates. See
"Initial and Optional Investments" below for information on how to make initial
investments or to authorize automatic monthly investments.
Investment Dates
A new investment period begins on each Investment Date. The "Investment Dates"
are Thursday of each calendar week or, if the New York Stock Exchange is not
open for business on any Thursday, the next day on which the New York Stock
Exchange is open.
Initial and Optional Investments
Initial investments must be at least $250. You may make this initial
investment in a single payment, or by authorizing automatic monthly
investments of at least $50 each for a minimum of five (5) consecutive
months. Thereafter, additional optional investments must be at least $50 for
any single investment. The total amount of initial and optional investments
may not be more than $200,000 in any calendar year, excluding qualified
rollovers and plan distributions.
Investments can be made as follows and by any other means the Administrator
accepts:
Personal Check. Make your check payable to "ExxonMobil" and return it to the
Administrator with your enrollment form (in the case of an initial investment)
or a pre-printed investment form (in the case of optional investments). Do not
send cash, money orders, traveler's checks or third party checks. All personal
checks must be made in US dollars and drawn on a US bank.
Direct Debit. You can make an initial or optional investment by authorizing
the Administrator to debit your US bank account. At present, one-time direct
debit transactions can only be authorized through the Administrator's website.
Automatic Monthly Investment. You can automatically invest a specified monthly
amount (not less than $50) by direct debit from your US bank account.
Automatic monthly investments may be initiated through the Administrator's
website or by completing a pre-printed monthly investment form and returning
it to the Administrator. At present, automatic monthly investments may not be
initiated by telephone. Funds will be transferred from your account on the
third business day
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before the last Investment Date of each month.
Automatic monthly investments will continue at the level you set until you
instruct the Administrator otherwise. Once initiated, you can change or stop
automatic monthly investments through the Administrator's website; by
completing and returning a new monthly investment form; or by telephone. To be
effective for a particular month, the Administrator must receive instructions
to begin, change, or stop automatic monthly investments before the last
business day of the prior month.
OTHER INVESTMENT INFORMATION
The Administrator must receive your funds at least two (2) business days
before an Investment Date to begin investing on that Investment Date. Funds
received later are held until the next investment period. No interest is paid
on amounts held by the Administrator pending investment. Accordingly, you
should transmit funds to the Administrator shortly before the deadline. All
investments must be in US dollars and are subject to collection by the
Administrator of full face value.
The Administrator will cancel or return your check investment if the
Administrator receives your written request at least two business days
before the Investment Date. Refunds will be made only after the Administrator
actually receives the funds.
There is a fee of $25 for any optional investment returned unpaid, whether
the investment was made by check or by an attempted debit from your bank
account. By enrolling in the Program, you authorize the Administrator to
deduct this fee by selling shares from your Program account.
Reinvesting Cash Dividends
You can reinvest cash dividends paid on all or some of your ExxonMobil shares.
If you elect reinvestment, cash dividends paid on your certificated and/or
book-entry ExxonMobil shares will be used to purchase additional ExxonMobil
shares. Certificated shares are shares registered in your name and held in
certificate form. Book-entry shares are shares registered in your name and
credited to your Program account with the Administrator. Any cash dividends
not reinvested will be sent to you by check or direct deposit.
You can initiate dividend reinvestment by making an election on the enrollment
form. You can also initiate dividend reinvestment at a later date, change
reinvestment levels, or stop dividend reinvestment through the Administrator's
website or by telephone. To be effective for a particular dividend, the
Administrator must receive instructions on or before the record date.
Direct Deposit
You can have any cash dividends not being reinvested deposited directly to
your US bank account by completing a pre-printed direct deposit form
and returning it to the Administrator. Once initiated, you can change deposit
accounts or stop direct deposit by completing and returning a new form. At
present, instructions to initiate direct deposit or change accounts can only
be made by mail, but you can stop direct deposit by telephone. To be effective
for a particular dividend, the Administrator must receive instructions before
the record date.
Share Safekeeping
You can deposit stock certificates with the Administrator for safekeeping. To
do so, we recommend that you send your ExxonMobil share certificates to the
Administrator by registered mail with return receipt requested and insured for
3% of the market value. Mail your certificates together with a properly
completed Enrollment Form or, after enrollment, with the appropriate
pre-printed form. Do not endorse the share certificates. Safekeeping shares,
registered in your name,
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will be credited in book-entry form to your Program account with the
Administrator. The deposit of certificates for safekeeping does not affect
dividend reinvestment.
Gift/Transfer of Shares
You can make gifts or transfer ownership of shares credited to your Program
account by completing a pre-printed gift/transfer form and returning it to the
Administrator. These requests must meet the same requirements as generally
apply for the transfer of stock certificates, including the requirement of a
Medallion signature guarantee on the form. At present, gifts and transfers may
not be made through the internet or by telephone. If the recipient is not
already a Program participant, the Administrator will open an account in the
recipient's name. You will receive a Program prospectus to give to the
recipient. The recipient will receive a statement showing the number of shares
credited to the recipient's Program account. Gift certificates are also
available on request to the Administrator.
Transferring Shares from a Broker
To transfer shares held for you by a bank, broker or other nominee into the
Program, you must instruct the nominee to re-register the shares in your name
and send you the share certificate. Once certificates are registered in your
name, you may enroll in the Program by depositing the shares in your Program
account for safekeeping. See "Share Safekeeping" above. You may also reinvest
dividends on the shares registered in your name. See "Reinvesting Cash
Dividends" above.
Share Certificates
Shares purchased through the Program will be registered in your name and
credited in book-entry form to your Program account with the Administrator.
You can get a share certificate for all or some of the whole ExxonMobil shares
in your Program on request. Requests for certificates may be made through the
Administrator's website; by mail using the appropriate pre-printed form; or by
telephone. Any remaining whole or fractional shares will continue to be
credited to your Program account with the Administrator. The issuance of a
certificate for Program shares does not affect dividend reinvestment. Shares
of stock credited in book-entry form to your Program account with the
Administrator may not be pledged or assigned except through the gift/transfer
procedure.
Selling Shares
You can sell any number of shares credited to your Program account on request.
Normally, sale requests may be made through the Administrator's website; by
mail using the appropriate pre-printed form; or by telephone. However, at
present only written sale requests will be accepted if the anticipated market
value of the sale is $100,000 or more AND the mailing address on your account
has been changed within 30 days of the request.
Sale requests will be processed promptly after receipt by the Administrator,
and will generally be executed no later than five (5) trading days after your
request is received except as necessary in light of securities laws, stock
exchange rules, or market disruption. Sale proceeds, less a service fee of $5
and applicable commissions (currently approximately $0.05 per share) are paid
by check, usually within 24 hours after your sale transaction has settled. A
request to sell all shares in your account will close your account. Sale
requests received on or after the second business day before a dividend
payment date may be processed after giving effect to any dividend
reinvestment.
Closing a Program Account
You can close a Program account through the Administrator's website; by mail
using the appropriate pre-printed form; or by telephone. The Administrator will
6
issue and mail to you a certificate for all whole shares in the account, or you
can specify that all (but not less than all) book-entry shares be sold. The
Administrator will handle the sale as described under "Selling Shares" above.
The cash value of any fractional shares will be paid to you by check. After an
account is closed, you can not make further investments through the Program
without re-enrolling.
Instructions to close an account received on or after the second business day
before a dividend payment date may be processed after giving effect to any
dividend reinvestment.
Source and Price of Purchased Shares
The Administrator will purchase shares in the open market. Shares purchased
for a particular investment period are credited to your account at the weighted
average price per share of all shares purchased by the Administrator for that
investment period. The Corporation pays any commissions for the purchase of
shares. The Administrator may combine your funds with those of other
participants for the purpose of making purchases. The Administrator undertakes
to purchase shares as soon as practicable beginning on the relevant Investment
Date and in no event later than 30 days (in the case of dividend reinvestment)
or 35 days (in the case of initial or optional investments) after the relevant
Investment Date, except as necessary in light of securities laws, stock
exchange rules or market disruptions.
The Administrator may begin purchasing shares for dividend reinvestment in
advance of the dividend payment date. Dividend and voting rights on purchased
shares begin on settlement.
Reports
You will receive each quarter a statement showing the amount invested; the
purchase price; the number of shares purchased, deposited, sold, transferred,
or withdrawn; the total number of shares accumulated; and other information.
The Administrator may omit the statement for a quarter if there is no change
in your account that quarter. The quarterly statement separately shows your
book-entry and certificated share positions. You should retain these
statements for income tax and other purposes. Replacement statements are
available upon request from the Administrator or you may order directly by
calling ExxonMobil Shareholder Services using the interactive voice response
system. You may also view year-to-date transaction activity in your Program
account for the current year, as well as activity in prior years, through the
Administrator's website.
The Administrator sends a transaction statement promptly after each
investment, deposit, sale or transfer, except that direct deposit of dividends
and automatic monthly investments are not individually confirmed. The
Administrator also sends you communications sent to all other record holders
of Common Stock.
All notices, statements and reports will be addressed to you at the latest
address on record with the Administrator. Address changes may be made through
the Administrator's website or by telephone. Address changes must be received
before the record date for a dividend in order for the dividend check and
quarterly information to be mailed to the new address.
Miscellaneous
Stock Split or Stock Dividend. Unless the Corporation chooses another method
of distribution, if you participate in the Program, stock dividends or split
shares distributed on all shares registered in your name -- including shares
you hold in certificate form and shares in book-entry form credited to your
Program account -- will be added to your Program account in book-entry form.
7
If you have elected partial dividend reinvestment, the Administrator will
adjust your election so that you continue to receive cash dividends on
approximately the same percentage of your ExxonMobil shares as before the
split.
Voting. You can vote shares credited to your Program account in person or by
proxy via the Internet, telephone or the card sent to you.
Limitation of Liability. The Corporation, the Administrator and their
representatives are not liable for good faith acts or omissions in
administering the Program. This includes any claim of liability based on the
prices or times at which shares are purchased or sold; any change in the market
price of shares; or any failure to change elections or terminate an account
prior to receipt of appropriate notice. In addition, the Corporation assumes
no responsibility for the accuracy of any information contained in the
Administrator's website. This is not a waiver of any rights you may have
under securities laws.
Termination. The Corporation may suspend or terminate the Program at any time
in whole or in part, or may terminate the participation of any participant.
For example, it is currently the Corporation's practice to close the account
of any participant who does not own at least five (5) whole shares of record.
We might also be required to terminate the participation of persons in
particular countries due to legal requirements. Notice of suspension or
termination will be sent to you if you are affected. Upon any termination of
the Program or of any participant, any whole and fractional shares will
continue to be credited in book-entry form to the shareholder's account with
the Administrator, unless the shareholder requests a certificate for the whole
book-entry shares and a check for any fractional interest. As an alternative
to issuing certificates upon termination of the Program, a participant may
request the sale of all or part of the participant's book-entry shares. A
check for the proceeds of the sale less the applicable fees and commissions
will be sent to the participant.
Amendment; Interpretation. The Corporation may amend or modify the Program in
whole or in part from time to time. The Administrator may also modify its
procedures from time to time. Copies of the most recent prospectus, including
current Program terms and conditions, are available from the Administrator and
at ExxonMobil's website (www.exxonmobil.com). Other internet site materials
are not part of the prospectus. Notice of material amendments or modifications
will be mailed to you if you are affected. The Corporation retains the sole
right to interpret the terms of the Program and to resolve questions that
arise in its application.
THE CORPORATION
ExxonMobil was incorporated in the State of New Jersey in 1882. The
Corporation's principal executive office is located at 5959 Las Colinas Blvd.,
Irving, Texas 75039-2298, and its telephone number is 972-444-1157.
Divisions and affiliated companies of ExxonMobil operate or market products in
the United States and about 200 other countries and territories. Their
principal business is energy, involving exploration for, and production of,
crude oil and natural gas, manufacture of petroleum products and
transportation and sale of crude oil, natural gas and petroleum products.
ExxonMobil is a major manufacturer and marketer of basic petrochemicals,
including olefins, aromatics, polyethylene and polypropylene plastics and a
wide variety of specialty products. ExxonMobil also has interests in electric
power generation facilities. Affiliates of ExxonMobil conduct extensive
research programs in support of these businesses.
TAX CONSEQUENCES
The Corporation believes the following is an accurate summary of the US
Federal tax consequences of participation in the Program as of the date of
this prospectus. This summary may not reflect every possible situation that
could result from participation in the Program. Thus, participants in the
Program are
8
advised to consult their own tax advisors.
In general, the amount of cash dividends paid by the Corporation is includable
in income even though reinvested under the Program. Under this general rule,
the cost basis for US Federal income tax purposes of any shares acquired
through the Program will be the price at which the shares are credited by the
Administrator to the account of the participant as described in the section
entitled "Source and Price of Purchased Shares." Commissions paid by the
Corporation on a participant's behalf are treated as distributions subject to
income tax in the same manner as dividends. These amounts are, however,
includable in the cost basis of shares purchased. Form 1099-DIV sent to
participants and the Internal Revenue Service each year, as required, will
show these amounts paid on their behalf.
A participant will generally not realize gain or loss for US Federal income
tax purposes upon the withdrawal of shares in certificate form from the
Program, but will generally realize gain or loss on the sale of shares.
The above rules may not be applicable to certain participants in the Program,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors.
In the case of participants in the Program whose dividends are subject to US
backup withholding, the Administrator will reinvest dividends less the amount
of tax required to be withheld. In the case of foreign shareholders whose
dividends are subject to US Federal tax withholding, the Administrator will
reinvest dividends less the amount of tax required to be withheld. The filing
of any documentation required to obtain a reduction in US withholding tax is
the responsibility of the shareholder.
USE OF PROCEEDS
At present, the Administrator purchases ExxonMobil shares for the Program in
the open market and the Corporation receives no proceeds.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the Program and the
validity of the shares offered by this prospectus is James Earl Parsons.
Mr. Parsons is regularly employed as Counsel for the Corporation and has
various interests in the Corporation's Common Stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 2002 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
9
FOR MORE INFORMATION
The Corporation files annual, quarterly, and current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "SEC"). You can read and copy these materials at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C.. You can also
order copies of these materials, on payment of copying fees, by writing to the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public reference
rooms. The Corporation's filings can also be read at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York, on which the
Common Stock is listed. The SEC also maintains an internet site at www.sec.gov
that contains materials filed by the Corporation.
Important information about the Corporation and its business and finances is
incorporated by reference in this prospectus. This means the Corporation
discloses that information by referring you to other documents separately
filed with the SEC. The information incorporated by reference is part of this
prospectus, except for information that is superceded by information in this
document.
The SEC filings incorporated by reference are:
1. Annual Report on Form 10-K for the year ended December 31, 2002.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
3. The description of the Common Stock contained in the Corporation's
Registration Statement on Form S-4 (file No. 333-75659), and any document
filed that updates that description.
As long as the Corporation continues to offer the Program, the Corporation
also incorporates by reference additional reports, proxy statements, and other
documents that the Corporation may file with the SEC after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934.
The Corporation will provide each person to whom this prospectus is delivered
with a free copy of any or all of the documents incorporated by reference,
except for exhibits to such documents (unless the exhibit is specifically
incorporated by reference). You can request copies by calling or writing
ExxonMobil Shareholder Services, P.O. Box 43008, Providence, RI 02940-3008,
telephone 1-800-252-1800.
10
SHAREHOLDER INVESTMENT PROGRAM
PROSPECTUS
The Corporation has not authorized anyone to provide you with information that
is different from what is contained in this prospectus. The Program is not
available to any person to whom the Corporation may not legally offer it.
The date of this prospectus is __________, 2003. You should not assume that the
information in this prospectus is still accurate as of any later date.
CONTENTS
Highlights..................................................................1
Important Considerations....................................................3
Terms of the Program........................................................3
Administrator ........................................................3
Contact Information; Managing Your Account............................3
Eligibility...........................................................3
Enrollment Procedures.................................................3
Investment Dates......................................................4
Initial and Optional Investments......................................4
Other Investment Information..........................................5
Reinvesting Cash Dividends............................................5
Direct Deposit........................................................5
Share Safekeeping.....................................................5
Gift/Transfer of Shares...............................................6
Transferring Shares from A Broker.....................................6
Share Certificates....................................................6
Selling Shares........................................................6
Closing a Program Account.............................................6
Source and Price of Purchased Shares..................................7
Reports...............................................................7
Miscellaneous.........................................................7
The Corporation.............................................................8
Tax Consequences............................................................8
Use of Proceeds.............................................................9
Legal Matters...............................................................9
Experts.....................................................................9
For More Information.......................................................10
Toll-Free Information
If you have questions about the Program or need assistance or information
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11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
___________________________________________
Securities and Exchange Commission Registration Fee ............. $ 80,040*
Printing and Engraving Expenses.................................. 43,000**
Total ..................................................... $123,040
*Previously paid
**Estimated
Item 15. Indemnification of Directors and Officers.
_________________________________________
ExxonMobil has no provisions for indemnification of directors or officers in
its certificate of incorporation. 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 corporation 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 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 16. Exhibits
________
See Index to Exhibits.
Item 17. Undertakings
____________
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, 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;
(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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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.
(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 provisions described under Item 15 above, 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 either registrant of expenses incurred or paid by a director,
officer or controlling person of such registrant in the successful defense of
any action, suit or proceeding) is asserted against the registrant 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.
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-3 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
May, 2003.
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.
Chairman of the May 14, 2003
*
___________________________________ Board and Chief
(Lee R. Raymond) Executive Officer
Principal
Executive Officer)
*
___________________________________ Director May 14, 2003
(Michael J. Boskin)
*
___________________________________ Director May 14, 2003
(William T. Esrey)
*
___________________________________ Director May 14, 2003
(Donald V. Fites)
*
___________________________________ Director May 14, 2003
(James R. Houghton)
*
___________________________________ Director May 14, 2003
(William R. Howell)
*
___________________________________ Director May 14, 2003
(Helene L. Kaplan)
*
___________________________________ Director May 14, 2003
(Reatha Clark King)
*
___________________________________ Director May 14, 2003
(Philip E. Lippincott)
*
___________________________________ Director May 14, 2003
(Harry J. Longwell)
*
___________________________________ Director May 14, 2003
(Henry A. McKinnell, Jr.)
*
___________________________________ Director May 14, 2003
(Marilyn Carlson Nelson)
*
___________________________________ Director May 14, 2003
(Walter V. Shipley)
*
___________________________________ Controller May 14, 2003
(Donald D. Humphreys) (Principal
Accounting Officer)
*
___________________________________ Treasurer May 14, 2003
(Frank A. Risch) (Principal
Financial Officer)
* By: /s/ Richard E. Gutman
_____________________
(Richard E. Gutman)
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Number Exhibit
______________ _______
5 Opinion of James Earl Parsons, counsel for Exxon Mobil
Corporation*
23(a) Consent of James Earl Parsons (included in the opinion filed
as Exhibit 5 to this Registration Statement)
23(b) Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
__________________________________
* Previously filed
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-effective
Amendment No. 1 to the Registration Statement on Form S-3 for the Exxon Mobil
Corporation Shareholder Investment Program of our report dated
February 26, 2003, relating to the consolidated financial statements, which
appears on page 38 of Exxon Mobil Corporation's Annual Report on Form 10-K for
the year ended December 31, 2002. We also consent to the reference to us under
the heading 'Experts' in such Registration Statement.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
May 14, 2003
EXHIBIT 24
EXXON MOBIL CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Brian A. Maher, Patrick T. Mulva, Richard E. Gutman and Robert E. Harayda, and
each of them, with full power to act without the other, 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 own name, place and stead, in
any and all capacities to sign a Registration Statement on Form S-3 relating to
the issuance of the registrant's common stock under its Shareholder Investment
Program (the "Program") and any and all amendments (including post-effective
amendments and other amendments thereto) to such Registration Statement and
to file the same, with all exhibits thereto and 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 as he or she could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her 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 May 14, 2003
Lee R. Raymond
/s/Michael J. Boskin
______________________ Director May 14, 2003
Michael J. Boskin
/s/William T. Esrey
_____________________ Director May 14, 2003
William T. Esrey
/s/Donald V. Fites
______________________ Director May 14, 2003
Donald V. Fites
/s/James R. Houghton
______________________ Director May 14, 2003
James R. Houghton
/s/William R. Howell
______________________ Director May 14, 2003
William R. Howell
Signature Title Date
_________ _____ _____
/s/Helene L. Kaplan
______________________ Director May 1, 2003
Helene L. Kaplan
/s/Reatha Clark King
______________________ Director May 14, 2003
Reatha Clark King
/s/Philip E. Lippincott
______________________ Director May 14, 2003
Philip E. Lippincott
/s/Harry J. Longwell
______________________ Director May 14, 2003
Harry J. Longwell
/s/Henry A. McKinnell, Jr.
______________________ Director May 14, 2003
Henry A. McKinnell, Jr.
/s/Marilyn Carlson Nelson
______________________ Director May 14, 2003
Marilyn Carlson Nelson
/s/Walter V. Shipley
______________________ Director May 14, 2003
Walter V. Shipley
/s/Frank A. Risch
______________________ Treasurer May 14, 2003
Frank A. Risch (Principal Financial Officer)
/s/Donald D. Humphreys
______________________ Controller May 14, 2003
Donald D. Humphreys (Principal Accounting Officer)