Filed Pursuant to Rule 424(b)(3)
Registration Number 333-65996
BP Direct Access Plan
Prospectus
______________
BP p.l.c AMERICAN DEPOSITARY SHARES
______________
BP Company North America Inc., a Delaware corporation ("BP North
America"), is pleased to offer the BP Direct Access Plan (the "Plan").
The Plan is designed to provide investors in the United States and
Canada with an easy and inexpensive way to invest in BP p.l.c. ("BP"),
an English public limited company that is the parent of BP North
America. The Plan was amended effective May 1, 2001 to reflect the
change in BP's name from BP Amoco p.l.c. and the change in BP North
America's name from BP Amoco Company.
Key features of the Plan are that you can:
* Enroll in the Plan for free.
* Purchase BP American Depositary Shares ("BP ADS shares")
without a personal broker and with no fees or commissions.
* Increase your ownership of BP ADS shares by automatically
reinvesting your cash dividends.
* Purchase additional BP ADS shares at any time or on a
regular basis through optional cash investments.
* Invest as little as U.S.$50 per investment or as much as
U.S.$150,000 per year.
* Transfer BP ADS shares easily or sell at low cost.
* Own and transfer your BP ADS shares without holding or
delivering paper certificates.
* The Plan holds BP ADS shares, which are listed on the New
York, Pacific, Chicago and Toronto Stock Exchanges under the
trading symbol "BP." The Plan is open to new investors in
the U.S. and Canada wishing to purchase BP ADS shares, as
well as to existing holders of BP ADS shares in the U.S. and
Canada who want to reinvest their cash dividends in
additional BP ADS shares or access the other features of the
Plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 1, 2001.
TABLE OF CONTENTS
SECTION PAGE
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BP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
BP ADS SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 4
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
WHO CAN JOIN? . . . . . . . . . . . . . . . . . . . . . . . 4
HOW DO YOU ENROLL? . . . . . . . . . . . . . . . . . . . . . 4
PURCHASING BP ADS SHARES . . . . . . . . . . . . . . . . . . 5
DIVIDEND REINVESTMENT AND PAYMENT OPTIONS . . . . . . . . . 6
SELLING BP ADS SHARES . . . . . . . . . . . . . . . . . . . 7
GIFTS AND SHARE TRANSFERS . . . . . . . . . . . . . . . . . 8
ADR SAFEKEEPING . . . . . . . . . . . . . . . . . . . . . . 9
OBTAINING ADRs . . . . . . . . . . . . . . . . . . . . . . . 9
CONDUCTING TRANSACTIONS ONLINE . . . . . . . . . . . . . . . 9
PLAN FEES . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN STATEMENTS AND FORMS . . . . . . . . . . . . . . . . . 10
U.S. FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . 10
COMMUNICATIONS AND VOTING . . . . . . . . . . . . . . . . . 11
SHARE SPLITS AND OTHER DISTRIBUTIONS . . . . . . . . . . . . 11
TERMINATION OF PLAN PARTICIPATION . . . . . . . . . . . . . 12
CHANGES TO THE PLAN . . . . . . . . . . . . . . . . . . . . 12
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . 13
FOR MORE INFORMATION . . . . . . . . . . . . . . . . . . . . 13
LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . 13
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . 14
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . 14
2
BP
BP p.l.c. (formerly BP Amoco p.l.c.) is one of the world's
largest petroleum and petrochemical groups, with a wide operational
and geographic scope. It has well established operations in Europe,
the USA, Canada, South America, Australasia and parts of Africa. More
than 70% of BP's capital is invested in Organization for Economic
Cooperation and Development countries, with approximately one half of
BP's fixed assets located in the USA and about one third located in
the UK and the Rest of Europe. The principal executive offices of BP
are located at Britannic House, 1 Finsbury Circus, London EC2M 7BA,
England (telephone +44 (0) 20-7496-4000).
The main businesses of BP include:
Exploration and Production . . Exploration and Production's
activities include oil and natural
gas exploration and field development
and production (upstream activities),
together with pipeline transportation
and natural gas processing (midstream
activities).
Gas and Power . . . . . . . . . Gas and Power activities include
marketing and trading of natural gas,
liquefied natural gas (LNG), natural
gas liquids (NGL) and power, the
development of international
opportunities that monetize gas
resources and involvement in select
power projects.
Refining and Marketing . . . . The activities of Refining and
Marketing include oil supply and
trading as well as refining and
marketing (downstream activities).
Chemicals . . . . . . . . . . . Chemical activities include
petrochemicals manufacturing and
marketing.
In addition, BP has a solar energy business, which is one of the
world's largest manufacturers of photovoltaic modules and systems. BP
provides high quality technological support for all its businesses
through its research and engineering activities.
3
BP ADS SHARES
BP ADS shares are equity securities known as "American Depositary
Shares," which trade on the New York, Pacific and Chicago Stock
Exchanges at prices quoted in U.S. dollars and on the Toronto Stock
Exchange at prices quoted in Canadian dollars. Each BP ADS share
represents six "ordinary shares" of BP. Ordinary shares are the
English equivalent of common stock in a U.S. corporation. BP ordinary
shares trade on the London Stock Exchange at prices quoted in pounds
sterling. BP has agreed to announce all dividends on its ordinary
shares and on BP ADS shares in U.S. dollars at least through December
31, 2003. Even if BP subsequently announces a dividend in another
currency, your dividends will be paid in U.S. dollars based on the
currency exchange rate at the close of business on the business day
prior to the day that the dividend is announced.
THE PLAN
WHO CAN JOIN?
------------
U.S. AND CANADIAN INVESTORS. At the present time, the Plan is
open only to investors residing in the United States and Canada
(including their territories and possessions).
CURRENT SHAREHOLDERS. If you have at least three BP ADS shares
registered in your name, you are eligible to join the Plan. If you
hold BP ADS shares through a bank or broker (that is, in "street
name"), you may become eligible to join the Plan by asking to have at
least three BP ADS shares registered in your name. You must keep at
least three BP ADS shares in your Plan account to maintain your
eligibility.
NEW SHAREHOLDERS. If you are not yet a BP ADS shareholder, you
may join the Plan by making an initial investment of at least
U.S.$250. The maximum annual investment is U.S.$150,000.
HOW DO YOU ENROLL?
-----------------
CURRENT SHAREHOLDERS. If you are a U.S. or Canadian holder of
record of at least three BP ADS shares, you may enroll by filling out
the Enrollment Form and returning it to the Administrator. U.S.
investors can also enroll online through the Administrator's website
at www.adr.com/access by clicking on the "Enroll Now" button and
following the instructions for online enrollment. If you own BP ADS
shares but they are held in the name of a bank or broker (that is, in
"street name"), you may become an owner of record by asking to have
your BP ADS shares registered in your name. At least three of your BP
ADS shares need to be transferred into your name before you become
eligible to participate in the Plan. Once you enroll, all of your BP
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ADS shares that are registered in the exact same name as on the
Enrollment Form, whether you acquired them before or after you joined
the Plan, will automatically be treated as Plan shares.
NEW SHAREHOLDERS/NEW ACCOUNTS. If you do not own at least three
BP ADS shares, or if you wish to establish a separate account (for
example, a joint account with your spouse or as custodian for a
minor), you may enroll by filling out the Enrollment Form and
returning it to the Administrator, together with a check or money
order, in U.S. dollars, for at least $250. U.S. investors can enroll
online through the Administrator's website at www.adr.com/access by
clicking on the "Enroll Now" button and following the instructions for
online enrollment.
PURCHASING BP ADS SHARES
ADDITIONAL INVESTMENTS. Once you are enrolled in the Plan, you
can make additional investments at any time with as little as $50,
through the mail or through electronic withdrawal from your bank
account.
* THROUGH THE MAIL: You can make additional investments by
mailing a check or money order in U.S. dollars to the
Administrator, together with the Transaction Request form.
A Transaction Request form will be attached to your Plan
Statement or may be obtained from the Administrator as
described below under "Plan Statements and Forms."
* THROUGH THE INTERNET: You can also purchase additional BP
ADS shares through the Administrator's website at
www.adr.com/shareholder by authorizing the Administrator to
withdraw funds from your bank account.
* AUTOMATIC MONTHLY WITHDRAWAL: You can purchase additional
BP ADS shares on a regular basis by authorizing automatic
withdrawals of U.S.$50 or more from your bank account. To
authorize automatic withdrawals under the Plan, fill out the
appropriate information on the Transaction Request form.
You may also authorize automatic monthly withdrawals on your
Enrollment Form when you enroll or through the
Administrator's website at www.adr.com/shareholder.
Please allow thirty days for the Administrator to process your
request for automatic withdrawal. If you sign up to make automatic
monthly purchases, your money will be withdrawn on your choice of the
1st or the 15th of each month (or if the 1st or the 15th is not a
business day, on the next business day) and used to purchase BP ADS
shares within three business days. You can discontinue your automatic
monthly purchases by calling the Administrator toll-free at 1-877-638-
5672 or by completing a Transaction Request form. Your instructions
must be received at least two business days before the next scheduled
withdrawal date to be effective for that date.
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MAXIMUM ANNUAL INVESTMENT. The most you can invest through the
Plan in any calendar year is U.S.$150,000.
OPEN MARKET PURCHASES. All BP ADS shares purchased under the
Plan will be purchased on the New York Stock Exchange, in the over-
the-counter market or in negotiated transactions with persons not
affiliated with BP or any of its subsidiaries, including BP North
America. Purchases will be made through an independent broker-dealer
(which may be the Administrator).
TIMING. The Administrator will try to purchase BP ADS shares for
the Plan at least twice a week. Under most circumstances, purchases
for your Plan account will be made within five business days after the
Administrator receives your money. It is up to the independent
broker-dealer used by the Plan to determine when and at what prices BP
ADS shares will be bought for the Plan. Accordingly, you will not be
able to instruct the Administrator to purchase shares at a specific
time or at a specific price. You will not be paid interest pending
the investment of your money in additional BP ADS shares.
PURCHASE PRICE. Your purchase price will be the weighted average
price per share paid for all BP ADS shares purchased for the Plan for
the relevant purchase date. The cost basis of your BP ADS shares will
include your purchase price plus the amount of brokerage commissions
paid on your behalf by BP North America. See "U.S. Federal Income Tax
Consequences."
BOOK-ENTRY OWNERSHIP. All of the BP ADS shares purchased through
the Plan will be held by the Administrator and reflected in book-entry
form in your account on the records of the Administrator. Ownership
in book-entry form means that, while you will have full ownership of
your Plan shares, you will not receive a paper stock certificate
(called an "American Depositary Receipt" or "ADR"). Book-entry
ownership eliminates the risk and expense of replacing lost or stolen
ADRs, assures that your shares are always available should you need to
deliver them for transfer and avoids your costs in maintaining a safe
deposit box or other place to store your securities. However, if you
prefer to hold your Plan shares in certificated form, you may receive
ADRs upon request as described below under "Obtaining ADRs."
RETURNED CHECKS/FAILED TRANSFERS. The Administrator will process
only those purchases for which it has received good funds. If your
check is returned or an electronic debit from your bank account fails
due to nonsufficient funds, the Administrator will not process your
request until it receives good funds covering your purchase and the
applicable service fee for the returned check or failed electronic
funds transfer. See "Plan Fees" below.
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DIVIDEND REINVESTMENT AND PAYMENT OPTIONS
-----------------------------------------
ALL, SOME OR NONE. You can instruct the Administrator to
reinvest the cash dividends on all, some or none of your Plan shares
in additional BP ADS shares. Absent instructions to the contrary, all
cash dividends will be automatically reinvested.
REINVESTMENT INSTRUCTIONS. If you wish to reinvest the cash
dividends on fewer than all of your Plan shares, you must instruct the
Administrator to send your cash dividends to your bank account via
electronic funds transfer. You can provide the necessary information
in your Enrollment Form or in a Transaction Request form. You can
also provide this information online through the Administrator's
website at www.adr.com/shareholder. Any instructions regarding
reinvestment of your dividends must be received by the Administrator
no later than two business days before the next dividend record date
to be effective for that dividend.
As a general rule, the Administrator will not send your cash
dividends by check. However, if an electronic funds transfer to your
bank account fails because of erroneous instructions, the
Administrator will send you a check for the cash dividend that
otherwise would have been deposited to your bank account, together
with a notice that the electronic funds transfer instructions you
provided are invalid. After that dividend payment, all your cash
dividends will be reinvested in additional BP ADS shares until you
provide valid electronic funds transfer instructions.
PURCHASES. BP ADS shares purchased with reinvested cash
dividends will be purchased on the New York Stock Exchange, in the
over-the-counter market or in negotiated transactions with persons not
affiliated with BP or any of its subsidiaries, including BP North
America. Purchases will be made through an independent broker-dealer
(which may be the Administrator). Purchases for dividend reinvestment
will be made within 30 days of the dividend payment date, unless
otherwise required by law. The purchase price of BP ADS shares
acquired for dividend reinvestment will be the weighted average price
per share of all BP ADS shares purchased for the Plan with dividends
for a given dividend payment date.
SELLING BP ADS SHARES
---------------------
SALES. You can sell some or all of the shares in your Plan
account at any time by calling the Administrator toll-free at 1-877-
638-5672 or by completing a Transaction Request form. You can also
sell ADS shares held in book-entry form, request ADRs and conduct
certain other transactions online through the Administrator's website
at www.adr.com/shareholder. If you wish to sell over U.S.$10,000
worth of BP ADS shares (valued on the date of your request) in a
single transaction, your request must be in writing and have a
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signature guarantee in a form acceptable to the Administrator. If you
have ADRs for your BP ADS shares, the Administrator will not process
your request to sell until it receives ADRs representing the number of
shares to be sold. If you hold your BP ADS shares in book-entry form,
the Administrator will process your request promptly after receiving
it. Any request to cancel or modify an instruction to sell shares
must be received the same day as the instruction to be effective.
WHOLE SHARES ONLY. You may only sell whole shares held in your
Plan account, not fractional shares. Fractional shares will be cashed
out only upon termination of your Plan account, as described under
"Termination of Plan Participation" below.
TIMING. The Administrator will sell BP ADS shares through an
independent broker-dealer as soon as practical after it receives your
request (and, if applicable, your ADRs), but in any event no later
than the end of the next calendar week. It is up to the independent
broker-dealer used by the Plan to determine when and at what prices BP
ADS shares will be sold for Plan accounts. Accordingly, you will not
be able to instruct the Administrator to sell your shares at a
specific time or at a specific price. If you prefer to have control
over the exact timing and sale price, you can withdraw the shares and
sell them through a broker of your own choosing.
SALE PRICE. The sale price per share will be the average price
per BP ADS share received by the Administrator for all sales made for
Plan participants on the relevant sale date, less the per share fees
and commissions incurred with respect to your shares. See "Plan Fees"
below.
RECEIPT OF PROCEEDS. Within 15 business days after it receives
your sale request (and, if your shares are not in book-entry form,
your ADRs), the Administrator will send you a check for the proceeds
from the sale of your BP ADS shares, less any amounts required to be
withheld under applicable law or the Plan. You will not be paid
interest on your sale proceeds.
GIFTS AND SHARE TRANSFERS
-------------------------
TO A PLAN ACCOUNT. You may transfer any or all of your BP ADS
shares, whether held in your Plan account or outside the Plan, to the
Plan account of any other person by completing a Transaction Request
form and, if the person to whom you are giving shares is not already a
Plan participant, an Enrollment Form, and submitting any other
documentation required by the Administrator. Unless you are
terminating your own participation in the Plan, you may transfer only
whole shares.
OUTSIDE THE PLAN. You may also transfer any whole number of the
BP ADS shares held in your Plan account to any person, to be held
8
outside the Plan, by completing a Transaction Request form and
submitting any other documentation required by the Administrator.
MODIFICATIONS. Any request to cancel or modify an instruction to
transfer shares must be received the same day as the instruction to be
effective.
ADR SAFEKEEPING
---------------
If you hold ADRs representing BP ADS shares, whether or not they
were acquired through the Plan, you can deposit them in the Plan for
safekeeping. The Administrator will reflect the BP ADS shares
represented by those ADRs in book-entry form in your Plan account. To
deposit ADRs for safekeeping, send them to the Administrator at the
address set forth under "For More Information" below. To insure
against risk of loss resulting from mailing your ADRs, the
Administrator provides insurance free of charge for ADRs valued up to
U.S.$25,000 when you send them via certified mail and request a return
receipt.
OBTAINING ADRs
--------------
You can obtain ADRs for any or all of the whole BP ADS shares
held in your Plan account in book-entry form at any time for free. To
obtain ADRs, you can call the Administrator toll-free at 1-877-638-
5672, request ADRs online through the Administrator's website at
www.adr.com or submit a Transaction Request form. Please allow 30
days for the Administrator to process your request.
CONDUCTING TRANSACTIONS ONLINE
------------------------------
U.S. investors can enroll in the Plan online through the
Administrator's website at www.adr.com/access by clicking on the
"Enroll Now" button and following the instructions for online
enrollment. Once enrolled in the Plan, you can authorize additional
investments, sell ADS shares held in book-entry form, request ADRs and
conduct certain other transactions online through the Administrator's
website. You may also reach the Administrator's website through a
hyperlink from the "Investors" section of the BP website at
www.bp.com/investors. The Administrator may impose limitations on
online transactions.
PLAN FEES
---------
* There is no fee to enroll in the Plan.
* You will not be charged any fees or commissions when you
reinvest your dividends, purchase or transfer your BP ADS
shares under the Plan, deposit shares in the Plan for
9
safekeeping or obtain ADRs for shares held in book-entry
form. However, if you invest through electronic withdrawal
from your bank account, you should check with your bank to
see whether it charges any fees for this service.
* When you sell BP ADS shares you will be charged a sales fee
(currently U.S.$10 per sale) and a brokerage commission
(currently U.S.$0.12 per share) on the shares sold.
* If your check is returned or an electronic debit from your
bank account fails due to nonsufficient funds, you will be
charged a service fee (currently U.S.$20). Of course, until
the Administrator receives good funds, it will be unable to
effect the transaction that you requested.
* BP North America may change the Plan fees from time to time.
PLAN STATEMENTS AND FORMS
-------------------------
Each time that you reinvest dividends or purchase, sell, transfer
or withdraw BP ADS shares through the Plan, you will receive a
statement confirming your transaction. Quarterly reinvestment
statements will include a Transaction Request form that can be used
for additional investments, sales, transfers or withdrawals. You can
also obtain Transaction Request forms from the Administrator as
described under "For More Information" below. At a minimum, each year
you will receive an annual statement that shows how many BP ADS shares
you own through the Plan and your account activity for the preceding
year.
U.S. FEDERAL INCOME TAX CONSEQUENCES
We believe that the following is an accurate summary of the U.S.
federal income tax consequences of participation in the Plan as of the
date of this Prospectus. However, this summary does not reflect every
situation that could result from participation in the Plan, and we
advise you to consult your own tax advisors for information about your
specific situation.
In general, all your cash dividends, whether paid to you in cash
or reinvested, are considered taxable income to you at the time they
are received or reinvested. In addition, brokerage commissions on
purchases of BP ADS shares purchased through the Plan (which will be
paid by BP North America on your behalf) will be treated as
distributions subject to income tax in the same manner as cash
dividends. The total amount of dividends and other distributions
will be reported to you and to the Internal Revenue Service on Form
1099-DIV shortly after the end of each year.
10
Under this general rule, the cost basis for U.S. federal income
tax purposes of BP ADS shares acquired through the Plan will be the
price at which the shares are credited to your Plan account (see
"Purchasing BP ADS Shares-Purchase Price" and "Dividend Reinvestment-
Purchases"), increased by the amount of the brokerage commissions with
respect to such shares paid by BP North America on your behalf.
You will generally not realize gain or loss for U.S. federal
income tax purposes upon the deposit of BP ADS shares in your Plan
account, or the receipt of ADRs for shares held in your Plan account.
You will generally realize gain or loss on the sale of BP ADS shares.
Any gain or loss you incur should be reflected when you file your
income tax returns.
The above rules may not be applicable to each participant's
specific situation. All participants are advised to consult their own
tax advisors.
In the case of Plan participants whose dividends are subject to
U.S. federal tax withholding, to the extent you elect dividend
reinvestment, 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 U.S. withholding tax
is the responsibility of the participant.
COMMUNICATIONS AND VOTING
As a Plan participant, you will receive all communications sent
to record holders of BP ADS shares. You may consent to receive
certain of these communications electronically through the
Administrator's website at www.adr.com/shareholder or BP's website at
www.bp.com. For any meeting of shareholders of BP, as long as there
are whole BP ADS shares in your Plan account on the relevant record
date, you can attend, speak and vote at the meeting, or you can
instruct the Depositary to vote the BP ordinary shares represented by
your BP ADS shares as your proxy. You will receive a proxy form that
will cover all of the whole BP ADS shares held in your Plan account.
This proxy form allows you to indicate how you want the BP ordinary
shares represented by your BP ADS shares to be voted. The Depositary
will cause those shares to be voted only as you indicate.
SHARE SPLITS AND OTHER DISTRIBUTIONS
------------------------------------
If BP declares a share split or share dividend, your Plan account
will be credited with the appropriate number of additional BP ADS
shares on the payment date, or your existing BP ADS shares will
represent the additional ordinary shares distributed pursuant to the
share split or share dividend. Your additional shares will be
entitled to all the rights and privileges provided under the Plan.
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In the event that BP offers any share subscription or other
rights to holders of its ordinary shares, to the extent such rights
are made available to holders of BP ADS shares, the Administrator will
make them available to you with respect to the shares in your Plan
account. To the extent such rights are not made available to holders
of BP ADS shares, they will be sold for the benefit of such holders,
and the Administrator will allocate your share of the proceeds of the
sale to your Plan account.
TERMINATION OF PLAN PARTICIPATION
---------------------------------
VOLUNTARY TERMINATION BY PARTICIPANT. If you wish to terminate
your participation in the Plan and stop reinvesting your dividends,
call the Administrator toll-free at 1-877-638-5672, complete a
Transaction Request form or notify the Administrator through its
website at www.adr.com/shareholder. Unless you instruct otherwise,
the Administrator will have all of the whole BP ADS shares in your
Plan account registered in your name and will liquidate any fractional
share based on the sale price of the BP ADS shares on the date of
liquidation. Unless you instruct otherwise, the Administrator will
send you a check for the cash value of the fractional share, minus any
applicable fees, expenses and withholdings required by law or the
Plan, together with evidence of the BP ADS shares registered in your
name.
TERMINATION BY BP NORTH AMERICA. If you do not maintain at least
three whole BP ADS shares in your Plan account, BP North America may
notify you that it will terminate your account if you do not invest
enough additional money to have three BP ADS shares in your Plan
account. If you do not invest enough additional money to have three
shares in your Plan account within three months of receiving such a
notice, BP North America may then terminate your Plan account. In the
event of such a termination, the Administrator will have any whole BP
ADS shares in your Plan account registered directly in your name, will
liquidate any fractional share based on the sale price of the BP ADS
shares on the date of liquidation, and will send you a check for the
cash value of the fractional share, minus any applicable fees,
expenses and withholdings required by law or the Plan, together with
evidence of any BP ADS shares registered in your name.
CHANGES TO THE PLAN
-------------------
BP North America may add to, modify or discontinue the Plan at
any time. We will send you written notice of any significant changes.
Under no circumstances will any amendment decrease the number of BP
ADS shares that you own or result in a distribution to BP or to any of
its subsidiaries, including BP North America, of any amount credited
to your Plan Account.
12
ADMINISTRATION
--------------
The Plan is currently administered by Morgan Guaranty Trust
Company of New York. The Administrator keeps records, sends
statements and performs other duties relating to the Plan. Morgan
Guaranty Trust Company of New York also acts as the depositary,
transfer agent, registrar and dividend disbursing agent for the BP ADS
shares. BP North America may replace the Administrator, and the
Administrator may resign, at any time, in which case BP North America
would designate a new administrator.
Purchases and sales of BP ADS shares under the Plan will be made
in the open market by a broker-dealer that is not affiliated with BP
or any of its subsidiaries, including BP North America. The current
Administrator is independent of BP and its subsidiaries, including BP
North America, and may buy and sell BP ADS shares for the Plan. In
the event that BP North America decides to administer the Plan itself
or authorizes an affiliate to administer the Plan, BP North America
will select an independent broker-dealer to make purchases and sales
for the Plan.
FOR MORE INFORMATION
--------------------
For information regarding the Plan, additional forms, help with
Plan transactions or answers to your questions, please contact the
Administrator at:
Morgan Guaranty Trust Company of New York
BP Direct Access Plan
P.O. Box 842006
Boston, MA 02284-2006
Telephone: Toll-free 1-877-638-5672
Copies of the Direct Access Plan Prospectus and Enrollment form
are also available in the ADS shareholders section of the Downloads
library of BP's Internet site at www.bp.com/downloads.
LIMITATION OF LIABILITY
If you choose to participate in the Plan, you should recognize
that neither BP, its subsidiaries, including BP North America, nor the
Administrator can assure you of a profit or protect you against loss
on the shares that you purchase under the Plan. Plan accounts are not
insured by the Securities Investor Protection Corporation.
Although the Plan provides for the reinvestment of dividends, the
announcement and payment of dividends will continue to be determined
by the Board of Directors of BP, in its discretion. This decision
depends on many factors. The amount and timing of dividends may be
13
changed, or the payment of dividends terminated, at any time without
notice.
Neither BP, its subsidiaries, including BP North America, nor the
Administrator will be liable for any act, or for any failure to act,
as long as they have made good faith efforts to carry out the terms of
the Plan, as described in this Prospectus and on the forms that are
designed to accompany each investment or activity.
VALIDITY OF SECURITIES
The validity under English law of the ordinary shares of BP
underlying the BP ADS shares to be offered pursuant to the Plan has
been passed upon for BP by Peter B.P. Bevan, Group General Counsel of
BP. As of the date of this Prospectus, Mr. Bevan owned less than 0.1%
of the BP ordinary shares outstanding (including options representing
certain rights to purchase such shares).
EXPERTS
The consolidated financial statements and schedule of BP at
December 31, 2000 and 1999, and for each of the three years in the
period ended December 31, 2000, incorporated by reference in this
Prospectus and Registration Statement from the 2000 BP Form 20-F, have
been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance on their report given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
BP files annual, quarterly and special reports and other
information with the Securities and Exchange Commission. You may read
and copy any of these reports or other information at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
site at www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC, including BP. Certain documents that BP
files with the SEC are also available at www.bp.com.
This Prospectus is part of a Registration Statement on Form F-3
that we filed with the SEC to register the securities offered under
the Plan. As allowed by SEC rules, this Prospectus does not contain
all information you can find in the Registration Statement or the
exhibits to the Registration Statement. The SEC allows us to
"incorporate by reference" information into this Prospectus, which
means that we can disclose important information to you by referring
you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
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Prospectus, and later information filed with the SEC will update and
supersede this information. We incorporate by reference our Annual
Report on Form 20-F for the year ended December 31, 2000 (SEC file
number 1-6262). In addition, all subsequent annual reports on Form
20-F and filings on Form 6-K that we file pursuant to the Securities
Exchange Act of 1934 prior to completion of the offering will be
deemed incorporated by reference into this Prospectus.
We will provide to each person, including any beneficial owner,
to whom this Prospectus is delivered a copy of any of the information
that has been incorporated by reference in the Prospectus. You may
request a copy of any of these filings at no cost by writing or
calling us at the following address and telephone number:
BP Shareholder Services
200 East Randolph Drive
Chicago, Illinois 60601-7125
Telephone: Toll-free 1-800-638-5672
You should rely only on the information contained or incorporated
by reference in this Prospectus. We have authorized no one to provide
you with different information. You should not assume that the
information in the Prospectus is accurate as of any date other than
the date of this Prospectus (October 1, 2001).
______________________________________________________________________
Please read this booklet carefully.
If you own BP ADS shares now, or if you decide
to buy BP ADS shares in the future, please keep the
booklet with your permanent investment records,
since it contains important information about the Plan.
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