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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER 1-1204
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AMERADA HESS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
13-4921002
(I.R.S. Employer Identification Number)
1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y. 10036
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code, is (212) 997-8500)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock (par value $1.00) New York Stock Exchange
Toronto Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant amounted to $3,480,000,000 as of February 28, 1999.
At February 28, 1999, 90,366,705 shares of Common Stock were outstanding.
Certain items in Parts I and II incorporate information by reference from
the 1998 Annual Report to Stockholders and Part III is incorporated by reference
from the Proxy Statement for the annual meeting of stockholders to be held on
May 5, 1999.
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PART I
ITEM 1. BUSINESS
Amerada Hess Corporation (the "Registrant") was incorporated in 1920 in the
State of Delaware. The Registrant and its subsidiaries (collectively referred to
herein as the "Corporation") engage in the exploration for and the production,
purchase, transportation and sale of crude oil and natural gas. The Corporation
also manufactures, purchases, transports and markets refined petroleum and other
energy products.
EXPLORATION AND PRODUCTION
The Corporation's exploration and production activities are located
primarily in the United States, United Kingdom, Norway and Gabon. The
Corporation also conducts exploration and/or production activities in
Azerbaijan, Brazil, Denmark, Indonesia, Thailand and certain other countries. Of
the Company's proved reserves (on a barrel of oil equivalent basis), 29% are
located in the United States, 58% are located in the United Kingdom, Norwegian
and Danish sectors of the North Sea and the remainder are located in Azerbaijan,
Gabon, Indonesia and Thailand. Worldwide crude oil and natural gas liquids
production amounted to 205,989 barrels per day in 1998 compared with 218,572
barrels per day in 1997. Worldwide natural gas production was 576,477 Mcf per
day in 1998 compared with 569,254 Mcf per day in 1997.
At December 31, 1998, the Corporation had 695 million barrels of proved
crude oil and natural gas liquids reserves compared with 595 million barrels at
the end of 1997. Proved natural gas reserves were 2,055 million Mcf at December
31, 1998 compared with 1,935 million Mcf at December 31, 1997. The Corporation
has a number of oil and gas developments underway in the United States, United
Kingdom, Denmark and in other international areas. It also has an inventory of
domestic and foreign drillable prospects.
UNITED STATES. The Corporation operates principally offshore in the Gulf
of Mexico and onshore in the states of Texas, Louisiana and North Dakota. During
1998, 22% of the Corporation's crude oil and natural gas liquids production and
51% of its natural gas production were from United States operations.
The table below sets forth the Corporation's average daily net production
by area in the United States:
1998 1997
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CRUDE OIL, INCLUDING CONDENSATE AND
NATURAL GAS LIQUIDS (BARRELS PER DAY)
Texas..................................................... 15,803 16,136
North Dakota.............................................. 12,958 12,077
Gulf of Mexico............................................ 11,041 10,295
Louisiana................................................. 1,588 1,700
Other..................................................... 3,530 3,742
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Total............................................. 44,920 43,950
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NATURAL GAS (MCF PER DAY)
Gulf of Mexico............................................ 116,392 104,803
North Dakota.............................................. 58,476 59,576
Louisiana................................................. 56,627 43,668
Texas..................................................... 26,023 52,402
California*............................................... 18,320 17,779
New Mexico................................................ 12,442 17,467
Mississippi............................................... 5,569 14,972
Other..................................................... -- 1,248
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Total............................................. 293,849 311,915
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* Properties sold in January 1999.
UNITED KINGDOM. The Corporation's activities in the United Kingdom are
conducted by its wholly-owned subsidiary, Amerada Hess Limited. During 1998, 56%
of the Corporation's crude oil and natural gas liquids production and 44% of its
natural gas production were from United Kingdom operations.
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The table below sets forth the Corporation's average daily net production
in the United Kingdom by field and the Corporation's interest in each at
December 31, 1998:
INTEREST 1998 1997
PRODUCING FIELD -------- ---- ----
CRUDE OIL, INCLUDING CONDENSATE
AND NATURAL GAS LIQUIDS
(BARRELS PER DAY)
Scott.......................... 34.95% 33,291 41,040
Beryl/Ness/Nevis............... 22.22/22.22/37.35 23,472 22,901
Fife/Fergus/Flora.............. 85.00/65.00/85.00 20,761 25,981
Telford........................ 31.42 10,603 10,548
Arbroath/Montrose/Arkwright.... 28.21 8,945 9,617
Ivanhoe/Rob Roy/Hamish......... 42.08 5,041 8,622
Durward/Dauntless.............. 28.00 5,012 2,677
Schiehallion................... 15.67 3,149 --
Hudson......................... 28.00 2,262 8,456
Other.......................... Various 2,917 2,949
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Total..................... 115,453 132,791
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NATURAL GAS (MCF PER DAY)
Everest/Lomond................. 18.67/16.67% 60,500 50,732
Beryl/Ness/Nevis............... 22.22/22.22/37.35 51,700 40,943
Indefatigable.................. 23.08 36,600 27,360
Leman.......................... 21.74 31,600 21,454
Davy/Bessemer.................. 27.78/23.08 29,000 41,292
Scott.......................... 34.95 17,200 18,811
Telford........................ 31.42 13,900 10,768
Other.......................... Various 10,500 14,444
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Total..................... 251,000 225,804
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Production from the Schiehallion and Flora Fields commenced in 1998. The
Corporation is developing several oil and gas fields in the United Kingdom North
Sea and is evaluating other discoveries.
NORWAY. The Corporation's activities in Norway are conducted through its
wholly-owned Norwegian subsidiary, Amerada Hess Norge A/S. The Corporation's
Norwegian operations accounted for crude oil and natural gas liquids production
of 28,322 and 31,173 net barrels per day in 1998 and 1997, respectively.
Approximately 83% of the 1998 production is from the Corporation's 28.09%
interest in the Valhall Field.
DENMARK. The Corporation is developing the South Arne Field in Denmark, in
which it has a 57.5% interest. Production is scheduled to commence in the third
quarter of 1999 at the rate of approximately 30,000 net barrels per day.
GABON. At December 31, 1998, the Corporation had a 10% interest in the
Rabi Kounga oil field onshore Gabon. The Corporation's share of production from
Gabon averaged 14,345 and 10,127 net barrels of crude oil per day in 1998 and
1997, respectively. In early 1999, the Corporation sold approximately 16% of its
investment in Gabon, which will reduce average annual production by
approximately 2,000 barrels of crude oil per day.
OTHER INTERNATIONAL. Production in Indonesia and Azerbaijan is currently
averaging approximately 2,500 and 1,500 barrels of crude oil per day,
respectively. Additional developments are underway or are planned in Indonesia
and Thailand.
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REFINING AND MARKETING
The Corporation has a 50% interest in a refining joint venture in the
United States Virgin Islands and has a fluid catalytic cracking facility in Port
Reading, New Jersey. The Corporation also markets petroleum products principally
on the East Coast of the United States. Of total refined products sold in 1998,
approximately 70% was obtained from the Corporation's refineries. The
Corporation purchased the balance from others under short-term supply contracts
and by spot purchases from various sources. Sales of refined products averaged
482,000 barrels per day in 1998 and 509,000 barrels per day in 1997.
REFINING JOINT VENTURE. On October 30, 1998, the Corporation and Petroleos
de Venezuela, S.A. (PDVSA) formed a 50% joint venture HOVENSA L.L.C. (HOVENSA)
to own and operate the refinery located in the United States Virgin Islands,
previously 100% owned by the Corporation. Pursuant to this transaction, PDVSA,
V.I., Inc. (PDVSA V.I.), a wholly-owned subsidiary of PDVSA, purchased a 50%
interest in the fixed assets of the Corporation's refinery. The Corporation's
Virgin Islands subsidiary and PDVSA V.I. each contributed their 50% interest in
the refinery fixed assets to HOVENSA, which is jointly owned by the
Corporation's subsidiary and PDVSA V.I.
In 1998, total refinery crude runs averaged 433,000 barrels per day for the
two months since inception of the joint venture and 419,000 barrels per day for
the ten months prior. Refinery crude runs were 411,000 barrels per day in 1997.
PDVSA supplies 155,000 barrels per day of Venezuelan Mesa crude oil to HOVENSA
pursuant to a long-term crude oil supply contract. The remainder was supplied
principally under contracts of one year or less with third parties and through
spot purchases on the open market. After sales of refined products by HOVENSA to
certain third parties, the Corporation may purchase up to 50% of HOVENSA's
remaining production of gasolines, distillates and intermediates and must
purchase 50% of the remaining production of residual fuel oil and certain other
products.
In 1999, HOVENSA will begin construction of a 58,000 barrel per day coker
to be completed in 2001. HOVENSA has a long-term supply contract with PDVSA to
purchase 115,000 barrels per day of Venezuelan heavy Merey crude oil on
completion of the coker.
PORT READING FACILITY. The Corporation owns and operates a fluid catalytic
cracking facility in Port Reading, New Jersey, which processes vacuum gas oil
and residual fuel oil and currently operates at a rate of approximately 60,000
barrels per day. The Port Reading facility primarily produces gasoline and
heating oil.
MARKETING. The Corporation markets refined petroleum products principally
on the East Coast of the United States to the motoring public, wholesale
distributors, industrial and commercial users, other petroleum companies,
commercial airlines, governmental agencies and public utilities. The Corporation
also markets natural gas to utilities and other industrial and commercial
customers and is currently expanding its energy marketing activities to include
electricity.
At December 31, 1998, the Corporation had 637 HESS(R) gasoline stations of
which approximately 75% were operated by the Corporation. Most of the
Corporation's stations are concentrated in densely populated areas, principally
in New York, New Jersey and Florida. Of the Corporation's stations, 335 have
convenience stores. The Corporation owns in fee approximately 65% of the
properties on which its stations are located. The Corporation also has 41
terminals located throughout its marketing area, with aggregate storage capacity
of approximately 44 million barrels. The Corporation is considering the sale of
approximately one-third of its United States storage network, principally the
terminals located on the Gulf Coast and along the Colonial Pipeline in the
southeast United States. The Corporation also expects to sell approximately 40
retail gasoline outlets located in Georgia and South Carolina.
COMPETITION AND MARKET CONDITIONS
The petroleum industry is highly competitive. The Corporation encounters
competition from numerous companies in each of its activities, particularly in
acquiring rights to explore for crude oil and natural gas and in the purchasing
and marketing of refined products. Many competitors are larger and have
substantially greater resources than the Corporation. The Corporation is also in
competition with producers and marketers of other forms of energy.
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The petroleum business involves large-scale capital expenditures and
risk-taking. In the search for new oil and gas reserves, long lead times are
often required from successful exploration to subsequent production. Operations
in the petroleum industry depend on a depleting natural resource. The number of
areas where it can be expected that hydrocarbons will be discovered in
commercial quantities is constantly diminishing and exploration risks are high.
Areas where hydrocarbons may be found are often in remote locations or offshore
where exploration and development activities are capital intensive and operating
costs are high.
The major foreign oil producing countries, including members of the
Organization of Petroleum Exporting Countries ("OPEC"), exert considerable
influence over the supply and price of crude oil and refined petroleum products.
Their ability or inability to agree on a common policy on rates of production
and other matters has a significant impact on oil markets and the Corporation.
The derivatives markets are also important in influencing the prices of crude
oil, natural gas and refined products. The Corporation cannot predict the extent
to which future market conditions may be affected by foreign oil producing
countries, the derivatives markets or other external influences.
OTHER ITEMS
The Corporation's operations may be affected by federal, state, local,
territorial and foreign laws and regulations relating to tax increases and
retroactive tax claims, expropriation of property, cancellation of contract
rights, and changes in import regulations, as well as other political
developments. The Corporation has been affected by certain of these events in
various countries in which it operates. The Corporation markets motor fuels
through lessee-dealers and wholesalers in certain states where legislation
prohibits producers or refiners of crude oil from directly engaging in retail
marketing of motor fuels. Similar legislation has been periodically proposed in
the U.S. Congress and in various other states. The Corporation, at this time,
cannot predict the effect of any of the foregoing on its future operations.
Compliance with various environmental and pollution control regulations
imposed by federal, state and local governments is not expected to have a
materially adverse effect on the Corporation's earnings and competitive position
within the industry. Capital expenditures for facilities, primarily to comply
with federal, state and local environmental standards, were $4 million in 1998
and the Corporation anticipates comparable capital expenditures in 1999. In
addition, the Corporation expended $9 million in 1998 for environmental
remediation, with a comparable amount anticipated for 1999.
The number of persons employed by the Corporation averaged 9,777 in 1998
and 9,216 in 1997.
Additional operating and financial information relating to the business and
properties of the Corporation appears in the text on pages 6 through 13 under
the heading "Exploration and Production," on pages 14 through 16 under the
heading "Refining, Marketing and Environmental Management," on pages 18 through
26 under the heading "Financial Review" and on pages 27 through 55 of the
accompanying 1998 Annual Report to Stockholders, which information is
incorporated herein by reference.*
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* Except as to information specifically incorporated herein by reference under
Items 1, 2, 5, 6, 7, 7A and 8, no other information or data appearing in the
1998 Annual Report to Stockholders is deemed to be filed with the Securities
and Exchange Commission (SEC) as part of this Annual Report on Form 10-K, or
otherwise subject to the SEC's regulations or the liabilities of Section 18 of
the Securities Exchange Act of 1934, as amended.
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ITEM 2. PROPERTIES
Reference is made to Item 1 and the operating and financial information
relating to the business and properties of the Corporation, which is
incorporated in Item 1 by reference.
Additional information relating to the Corporation's oil and gas operations
follows:
1. OIL AND GAS RESERVES
The Corporation's net proved oil and gas reserves at the end of 1998, 1997
and 1996 are presented under Supplementary Oil and Gas Data in the accompanying
1998 Annual Report to Stockholders, which has been incorporated herein by
reference.
During 1998, the Corporation provided oil and gas reserve estimates for
1997 to the Department of Energy. Such estimates are compatible with the
information furnished to the SEC on Form 10-K, although not necessarily directly
comparable due to the requirements of the individual requests. There were no
differences in excess of 5%.
The Corporation has no contracts or agreements to sell fixed quantities of
its crude oil production. In the United States, natural gas is sold through the
Company's marketing division to local distribution companies, and commercial,
industrial, and other purchasers, on a spot basis and under contracts for
varying periods. The Corporation's United States production is expected to
approximate 50% of its 1999 commitments under these contracts which total
approximately 675,000 Mcf per day. Third party purchases will be used to
supplement the Corporation's production in fulfilling its sales commitments and
in making spot sales. In the United Kingdom, approximately 60% of annual natural
gas production is sold under field specific take or pay contracts. Additionally,
approximately 300,000 Mcf per day of natural gas is sold by the Corporation's
United Kingdom marketing subsidiary to commercial and industrial companies,
generally under one year contracts, and to residential customers. After take or
pay sales, the Company could supply approximately one-third of United Kingdom
marketing sales commitments from its own production. The remainder will be
supplied by purchases of natural gas from third parties. The Corporation
attempts to minimize price and supply risks associated with its United States
and United Kingdom natural gas supply commitments by entering into purchase
contracts with third parties having adequate sources of supply, on terms
substantially similar to those under its commitments.
2. AVERAGE SELLING PRICES AND AVERAGE PRODUCTION COSTS
1998 1997 1996
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Average selling prices (Note A)
Crude oil, including condensate and natural gas
liquids (per barrel)
United States.................................... $12.02 $18.43 $16.49
Europe........................................... 13.15 19.20 20.23
Africa and Asia.................................. 12.35 18.48 20.95
Canada and Abu Dhabi............................. - - 17.91
Average.......................................... 12.83 19.01 19.41
Natural gas (per Mcf)
United States.................................... $ 2.08 $ 2.42 $ 2.13
Europe........................................... 2.28 2.46 2.17
Africa and Asia.................................. 1.10 1.05 -
Canada........................................... - - 1.35
Average.......................................... 2.18 2.44 2.08
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Note A: Includes inter-company transfers valued at approximate market
prices and the effect of the Corporation's hedging activities.
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1998 1997 1996
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Average production (lifting) costs per barrel of
production (Note B)
United States.................................... $ 3.77 $ 4.49 $ 4.70
Europe........................................... 4.56 5.17 5.12
Africa and Asia.................................. 2.57 2.55 2.02
Canada and Abu Dhabi............................. - - 3.21
Average.......................................... 4.20 4.87 4.82
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Note B: Production (lifting) costs consist of amounts incurred to operate
and maintain the Corporation's producing oil and gas wells, related equipment
and facilities (including lease costs of floating production and storage
facilities) and production and severance taxes. The average production costs per
barrel reflect the crude oil equivalent of natural gas production converted on
the basis of relative energy content (6 Mcf equals one barrel).
The foregoing tabulation does not include substantial costs and charges
applicable to finding and developing proved oil and gas reserves, nor does it
reflect significant outlays for related general and administrative expenses,
interest expense and income taxes.
3. GROSS AND NET DEVELOPED ACREAGE AND PRODUCTIVE WELLS AT DECEMBER 31, 1998
DEVELOPED
ACREAGE PRODUCTIVE WELLS (NOTE A)
APPLICABLE TO -------------------------
PRODUCTIVE WELLS OIL GAS
(IN THOUSANDS) ------------ -----------
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GROSS NET GROSS NET GROSS NET
----- --- ----- --- ----- ---
United States............................. 1,871 520 2,220 641 376 221
Europe.................................... 539 137 264 61 138 28
Africa and Asia........................... 167 19 152 19 5 3
----- --- ----- --- ---- ---
Total........................... 2,577 676 2,636 721 519 252
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Note A: Includes multiple completion wells (wells producing from different
formations in the same bore hole) totaling 34 gross wells and 17 net wells.
4. GROSS AND NET UNDEVELOPED ACREAGE AT DECEMBER 31, 1998
UNDEVELOPED ACREAGE*
(IN THOUSANDS)
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GROSS NET
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United States........................................ 1,297 748
Europe............................................... 11,481 3,893
Africa, Asia and other............................... 31,142 13,034
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Total...................................... 43,920 17,675
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* Includes acreage held under production sharing contracts.
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5. NUMBER OF NET EXPLORATORY AND DEVELOPMENT WELLS DRILLED
NET EXPLORATORY WELLS NET DEVELOPMENT WELLS
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1998 1997 1996 1998 1997 1996
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Productive wells
United States........................ 3 5 8 22 27 22
Europe............................... 2 5 6 9 8 12
Africa, Asia and other............... 4 2 - 8 6 1
Canada and Abu Dhabi................. - - 7 - - 8
--- --- --- --- --- ---
Total........................... 9 12 21 39 41 43
--- --- --- --- --- ---
Dry holes
United States........................ 11 11 22 6 3 -
Europe............................... 4 8 8 - 1 2
Africa, Asia and other............... 4 1 2 - - -
Canada and Abu Dhabi................. - - 5 - - 1
--- --- --- --- --- ---
Total........................... 19 20 37 6 4 3
--- --- --- --- --- ---
Total..................................... 28 32 58 45 45 46
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6. NUMBER OF WELLS IN PROCESS OF DRILLING AT DECEMBER 31, 1998
GROSS NET
WELLS WELLS
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United States.............................................. 8 4
Europe..................................................... 8 2
Africa, Asia and other..................................... 7 1
-- --
Total............................................ 23 7
== ==
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7. NUMBER OF WATERFLOODS AND PRESSURE MAINTENANCE PROJECTS IN PROCESS OF
INSTALLATION AT DECEMBER 31, 1998 -- None
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ITEM 3. LEGAL PROCEEDINGS
On April 27, 1993, the Texas Natural Resource Conservation Commission
("TNRCC", then known as the Texas Water Commission) notified the Registrant of
alleged violations of the Texas Water Code as a result of alleged discharges of
hydrocarbon compounds into the groundwater in the vicinity of the Registrant's
terminal in Corpus Christi, Texas. Penalties provided for these violations
include administrative penalties not to exceed $10,000 per day. Although there
are many potential sources for hydrocarbon discharge in this vicinity, the
Registrant is continuing a groundwater assessment, corrective measures program
and other appropriate responses to these groundwater conditions. On December 9,
1994, the Executive Director of the TNRCC forwarded a Notice of Executive
Director's Preliminary Report and Petition for a TNRCC Order Assessing
Administrative Penalties and Requiring Certain Actions of Registrant. This
Notice recommended a $542,400 penalty be assessed and the Registrant be ordered
to undertake remedial actions at the Corpus Christi terminal. The Registrant is
engaging in settlement discussions with the TNRCC regarding this matter.
The Registrant is currently investigating allegations made to the
Registrant's internal reporting hotline of noncompliance at the Corpus Christi
terminal with federal and state environmental regulations. The Registrant's
investigation focuses on (i) onsite disposal of wastes and whether or not such
wastes should have been managed as a hazardous waste under the Resource
Conservation and Recovery Act and (ii) nonreporting or misreporting of the
results of wastewater discharge samples required to be obtained by the Corpus
Christi wastewater discharge permit. Registrant is cooperating with the TNRCC
and the United States Environmental Protection Agency (the "EPA") in the conduct
of its investigation. It is not possible at this
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time for Registrant to state whether any proceedings arising out of the
investigations will be commenced against the Registrant, or what claims would be
asserted or what relief would be sought.
On February 16, 1999, the Florida Department of Environmental Protection
("FLDEP") mailed the Registrant a proposed consent order relating to alleged
violations of the Industrial Wastewater Discharge Permit limits for the Tampa,
Florida terminal. The consent order proposes a fine of $1,060,000. The
Registrant has previously undertaken a program of corrective measures and other
appropriate responses to these alleged permit violations. The Registrant is
engaging in discussions with the FLDEP to resolve this matter and expects that
the amount, if any, ultimately paid by the Registrant will be substantially less
than the proposed fine.
The Corporation periodically receives notices from EPA that the Corporation
is a "potentially responsible party" under the Superfund legislation with
respect to various waste disposal sites. Under this legislation, all potentially
responsible parties are jointly and severally liable. For certain sites, EPA's
claims or assertions of liability against the Corporation relating to these
sites have not been fully developed. With respect to the remaining sites, EPA's
claims have been settled, or a proposed settlement is under consideration, in
all cases for amounts which are not material. The ultimate impact of these
proceedings, and of any related proceedings by private parties, on the business
or accounts of the Corporation cannot be predicted at this time due to the large
number of other potentially responsible parties and the speculative nature of
clean-up cost estimates, but is not expected to be material.
The Corporation is from time to time involved in other judicial and
administrative proceedings, including proceedings relating to other
environmental matters. Although the ultimate outcome of these proceedings cannot
be ascertained at this time and some of them may be resolved adversely to the
Corporation, no such proceeding is required to be disclosed under applicable
rules of the Securities and Exchange Commission. In management's opinion, based
upon currently known facts and circumstances, such proceedings in the aggregate
will not have a material adverse effect on the financial condition of the
Corporation.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1998, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table presents information as of February 3, 1999 regarding
executive officers of the Registrant:
YEAR
INDIVIDUAL
BECAME AN
EXECUTIVE
NAME AGE OFFICE HELD* OFFICER
------------------------------------------------------------------------------------------------------
John B. Hess............ 44 Chairman of the Board, Chief Executive Officer and 1983
Director
W. S. H. Laidlaw........ 43 President, Chief Operating Officer and Director 1986
Leon Hess............... 84 Chairman of the Executive Committee and Director 1969
J. Barclay Collins II... 54 Executive Vice President, General Counsel and 1986
Director
John Y. Schreyer........ 59 Executive Vice President, Chief Financial Officer and 1990
Director
Francis R. Gugen........ 49 Managing Director, Amerada Hess Limited 1999
(Corporation's British subsidiary)
Alan A. Bernstein....... 54 Senior Vice President 1987
F. Lamar Clark.......... 65 Senior Vice President 1990
John A. Gartman......... 51 Senior Vice President 1997
Neal Gelfand............ 54 Senior Vice President 1980
Gerald A. Jamin......... 57 Senior Vice President and Treasurer 1985
Daniel F. McCarthy...... 54 Senior Vice President 1995
Lawrence H. Ornstein.... 47 Senior Vice President 1995
F. Borden Walker........ 45 Senior Vice President 1996
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* All officers referred to herein (other than Mr. Gugen who holds office
until his successor is duly chosen and qualified) hold office in accordance with
the By-Laws until the first meeting of the Directors following the annual
meeting of stockholders of the Registrant, and until their successors shall have
been duly chosen and qualified. Each of said officers was elected to the office
set forth opposite his name on May 6, 1998, except that Mr. Gugen was appointed
to his present office by the Board of Directors of Amerada Hess Limited on May
4, 1995 and was designated an executive officer of Registrant by the Board of
Directors of Registrant in its regular meeting on February 3, 1999. The first
meeting of Directors following the next annual meeting of stockholders of the
Registrant is scheduled to be held May 5, 1999.
Except for Messrs. Walker and Gartman, each of the above officers has been
employed by the Registrant or its subsidiaries in various managerial and
executive capacities for more than five years. Prior to his employment with the
Registrant in August 1996, Mr. Walker had been a general manager in the areas of
gasoline marketing, convenience store development and advertising at Mobil
Corporation. Mr. Gartman had been a vice president of Public Service Electric
and Gas Company in the area of energy marketing prior to his employment with the
Registrant in October 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Information pertaining to the market for the Registrant's Common Stock,
high and low sales prices of the Common Stock in 1998 and 1997, dividend
payments and restrictions thereon and the number of holders of Common Stock is
presented on page 26 (Financial Review), page 35 (Long-Term Debt) and on page 52
(Ten-Year Summary of Financial Data) of the accompanying 1998 Annual Report to
Stockholders, which has been incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
A Ten-Year Summary of Financial Data is presented on pages 50 through 53 of
the accompanying 1998 Annual Report to Stockholders, which has been incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is presented on pages 18 through 26
of the accompanying 1998 Annual Report to Stockholders, which has been
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is presented under "Derivative
Financial Instruments" on page 23 and in Footnote 13 on pages 39 and 40 of the
accompanying 1998 Annual Report to Stockholders, which has been incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the Report of Ernst &
Young LLP, Independent Auditors, the Supplementary Oil and Gas Data (unaudited)
and the Quarterly Financial Data (unaudited) are presented on pages 26 through
49 of the accompanying 1998 Annual Report to Stockholders, which has been
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
------------------------
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to Directors is incorporated herein by reference to
"Election of Directors" from the Registrant's definitive proxy statement for the
annual meeting of stockholders to be held on May 5, 1999.
Information regarding executive officers is included in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation is incorporated herein by
reference to "Election of Directors-Executive Compensation and Other
Information," other than information under "Compensation Committee Report on
Executive Compensation" and "Performance Graph" included therein, from the
Registrant's definitive proxy statement for the annual meeting of stockholders
to be held on May 5, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information pertaining to security ownership of certain beneficial owners
and management is incorporated herein by reference to "Election of
Directors-Ownership of Voting Securities by Certain Beneficial Owners" and
"Election of Directors-Ownership of Equity Securities by Management" from the
Registrant's definitive proxy statement for the annual meeting of stockholders
to be held on May 5, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to this item is incorporated herein by reference to
"Election of Directors" from the Registrant's definitive proxy statement for the
annual meeting of stockholders to be held on May 5, 1999.
------------------------
10
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. AND 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements filed as part of this Annual Report on
Form 10-K are listed in the accompanying index to financial statements
and schedules.
3. EXHIBITS
3(1) -Restated Certificate of Incorporation of Registrant
incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended September 30, 1988.
3(2) -By-Laws of Registrant incorporated by reference to Exhibit
3(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1985.
4(1) -Note and Warrant Purchase Agreement, dated June 27, 1991
(including the form of the Common Stock Purchase Warrant
expiring June 27, 2001, included as Exhibit B thereof)
incorporated by reference to Exhibit 4 of Form 10-Q of
Registrant for the three months ended June 30, 1991.
4(2) -Amendment, dated as of May 15, 1992 to the Note and Warrant
Purchase Agreement, dated June 27, 1991 (including the
form of the common stock purchase warrant expiring June
27, 2001, included as Exhibit B thereof), incorporated by
reference to Exhibit 19 of Form 10-Q of Registrant for the
three months ended June 30, 1992.
4(3) -Credit Agreement dated as of May 20, 1997 among Registrant,
the Subsidiary Borrowers thereunder, The Chase Manhattan
Bank as Administrative Agent and the Lenders party
thereto, incorporated by reference to Exhibit 4 of Form
10-Q of Registrant for the three months ended June 30,
1997.
-Other instruments defining the rights of holders of
long-term debt of Registrant and its consolidated
subsidiaries are not being filed since the total amount of
securities authorized under each such instrument does not
exceed 10 percent of the total assets of Registrant and
its subsidiaries on a consolidated basis. Registrant
agrees to furnish to the Commission a copy of any
instruments defining the rights of holders of long-term
debt of Registrant and its subsidiaries upon request.
10(1) -Extension and Amendment Agreement between the Government of
the Virgin Islands and Hess Oil Virgin Islands Corp.
incorporated by reference to Exhibit 10(4) of Form 10-Q of
Registrant for the three months ended June 30, 1981.
10(2) -Restated Second Extension and Amendment Agreement dated
July 27, 1990 between Hess Oil Virgin Islands Corp. and
the Government of the Virgin Islands incorporated by
reference to Exhibit 19 of Form 10-Q of Registrant for the
three months ended September 30, 1990.
10(3) -Technical Clarifying Amendment dated as of November 17,
1993 to Restated Second Extension and Amendment Agreement
between the Government of the Virgin Islands and Hess Oil
Virgin Islands Corp. incorporated by reference to Exhibit
10(3) of Form 10-K of Registrant for the fiscal year ended
December 31, 1993.
10(4) -Third Extension and Amendment Agreement dated April 15,
1998 and effective October 30, 1998 among Hess Oil Virgin
Islands Corp., PDVSA V.I., Inc., HOVENSA L.L.C. and the
Government of the Virgin Islands.
11
13
3. EXHIBITS (continued)
10(5)* -Incentive Compensation Award Plan for Key Employees of
Amerada Hess Corporation and its subsidiaries incorporated
by reference to Exhibit 10(2) of Form 10-K of Registrant
for the fiscal year ended December 31, 1980.
10(6)* -Financial Counseling Program description incorporated by
reference to Exhibit 10(3) of Form 10-K of Registrant for
the fiscal year ended December 31, 1980.
10(7)* -Executive Long-Term Incentive Compensation and Stock
Ownership Plan of Registrant dated June 3, 1981
incorporated by reference to Exhibit 10(5) of Form 10-Q of
Registrant for the three months ended June 30, 1981.
10(8)* -Amendment dated as of December 5, 1990 to the Executive
Long-Term Incentive Compensation and Stock Ownership Plan
of Registrant incorporated by reference to Exhibit 10(9)
of Form 10-K of Registrant for the fiscal year ended
December 31, 1990.
10(9)* -Amerada Hess Corporation Pension Restoration Plan dated
January 19, 1990 incorporated by reference to Exhibit
10(9) of Form 10-K of Registrant for the fiscal year ended
December 31, 1989.
10(10)* -Letter Agreement dated August 8, 1990 between Registrant
and Mr. John Y. Schreyer relating to Mr. Schreyer's
participation in the Amerada Hess Corporation Pension
Restoration Plan incorporated by reference to Exhibit
10(11) of Form 10-K of Registrant for the fiscal year
ended December 31, 1991.
10(11)* -1995 Long-Term Incentive Plan, as amended, incorporated by
reference to Appendix A of Registrant's definitive proxy
statement dated March 28, 1996 for the Annual Meeting of
Stockholders held on May 1, 1996.
10(12)* -Stock Award Program for non-employee directors dated August
6, 1997 incorporated by reference to Exhibit 10(11) of
Form 10-K of Registrant for the fiscal year ended December
31, 1997.
10(13) -Asset Purchase and Contribution Agreement dated as of
October 26, 1998, among PDVSA V.I., Inc., Hess Oil Virgin
Islands Corp. and HOVENSA L.L.C. (including Glossary of
definitions) incorporated by reference to Exhibit 2.1 of
Form 8-K of Registrant dated October 30, 1998.
10(14) -Amended and Restated Limited Liability Company Agreement of
HOVENSA L.L.C. dated as of October 30, 1998 incorporated
by reference to Exhibit 10.1 of Form 8-K of Registrant
dated October 30, 1998.
13 -1998 Annual Report to Stockholders of Registrant.
21 -Subsidiaries of Registrant.
23 -Consent of Ernst & Young LLP, Independent Auditors, dated
March 19, 1999, to the incorporation by reference in
Registrant's Registration Statements on Form S-8 (Nos.
333-43569, 333-43571 and 33-65115) of its report relating
to Registrant's financial statements, which consent
appears on page F-2 herein.
27 -Financial Data Schedule (for electronic filing only).
- --------------------------------------------------------------------------------
* These exhibits relate to executive compensation plans and arrangements.
(b) REPORTS ON FORM 8-K
A Current Report on Form 8-K dated October 30, 1998 was filed in the last
quarter of Registrant's fiscal year ended December 31, 1998 relating to the
disposition of a 50% interest in its refinery in St. Croix, U.S. Virgin Islands
to PDVSA V.I., Inc., and the formation of HOVENSA L.L.C., a joint venture which
owns and operates the refinery.
12
14
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 19TH DAY OF
MARCH 1999.
AMERADA HESS CORPORATION
(REGISTRANT)
By /s/ JOHN Y. SCHREYER
................................
(JOHN Y. SCHREYER)
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- --------------------------------------------------------------------------------------------------------------
Director, Chairman of
the Board and
Chief Executive Officer
/s/ JOHN B. HESS (Principal Executive Officer) March 19, 1999
.....................................................
(JOHN B. HESS)
Director, President and Chief
/s/ W.S.H. LAIDLAW Operating Officer March 19, 1999
.....................................................
(W.S.H. LAIDLAW)
Director March 19, 1999
.....................................................
(NICHOLAS F. BRADY)
/s/ J. BARCLAY COLLINS II Director March 19, 1999
.....................................................
(J. BARCLAY COLLINS II)
/s/ PETER S. HADLEY Director March 19, 1999
.....................................................
(PETER S. HADLEY)
/s/ LEON HESS Director March 19, 1999
.....................................................
(LEON HESS)
/s/ EDITH E. HOLIDAY Director March 19, 1999
.....................................................
(EDITH E. HOLIDAY)
/s/ WILLIAM R. JOHNSON Director March 19, 1999
.....................................................
(WILLIAM R. JOHNSON)
/s/ THOMAS H. KEAN Director March 19, 1999
.....................................................
(THOMAS H. KEAN)
/s/ FRANK A. OLSON Director March 19, 1999
.....................................................
(FRANK A. OLSON)
/s/ ROGER B. ORESMAN Director March 19, 1999
.....................................................
(ROGER B. ORESMAN)
13
15
SIGNATURE TITLE DATE
- --------------------------------------------------------------------------------------------------------------
Director, Executive Vice President
and Chief Financial Officer
(Principal Accounting and
/s/ JOHN Y. SCHREYER Financial Officer) March 19, 1999
............................................................................................................
(JOHN Y. SCHREYER)
Director March 19, 1999
............................................................................................................
(WILLIAM I. SPENCER)
/s/ ROBERT N. WILSON Director March 19, 1999
............................................................................................................
(ROBERT N. WILSON)
/s/ ROBERT F. WRIGHT Director March 19, 1999
............................................................................................................
(ROBERT F. WRIGHT)
- --------------------------------------------------------------------------------------------------------------
14
16
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
PAGE
NUMBER
- --------------------------------------------------------------------------------
Statement of Consolidated Income for each of the three years
in the period ended December 31, 1998..................... *
Statement of Consolidated Retained Earnings for each of the
three years in the period ended December 31, 1998......... *
Consolidated Balance Sheet at December 31, 1998 and 1997.... *
Statement of Consolidated Cash Flows for each of the three
years in the period ended December 31, 1998............... *
Statement of Consolidated Changes in Common Stock and
Capital in Excess of Par Value for each of the three years
in the period ended December 31, 1998..................... *
Statement of Consolidated Comprehensive Income for each of
the three years in the period ended December 31, 1998..... *
Notes to Consolidated Financial Statements.................. *
Report of Ernst & Young LLP, Independent Auditors........... *
Quarterly Financial Data.................................... *
Supplementary Oil and Gas Data.............................. *
Consent of Independent Auditors............................. F-2
Schedules**
II -- Valuation and Qualifying Accounts................... F-3
- --------------------------------------------------------------------------------
* The financial statements and notes thereto together with the Report of
Ernst & Young LLP, Independent Auditors, on pages 27 through 44, the Quarterly
Financial Data (unaudited) on page 26, and the Supplementary Oil and Gas Data
(unaudited) on pages 45 through 49 of the accompanying 1998 Annual Report to
Stockholders are incorporated herein by reference.
** Schedules other than Schedule II have been omitted because of the
absence of the conditions under which they are required or because the required
information is presented in the financial statements or the notes thereto.
F-1
17
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Amerada Hess Corporation of our report dated February 22, 1999,
included in the 1998 Annual Report to Stockholders of Amerada Hess Corporation.
Our audits also included the financial statement schedule of Amerada Hess
Corporation listed in Item 14(a). This schedule is the responsibility of the
Corporation's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8, Nos. 333-43569, 333-43571 and 33-65115) pertaining to the
Amerada Hess Corporation Employees' Savings and Stock Bonus Plan, Amerada Hess
Corporation Savings and Stock Bonus Plan for Retail Operations Employees and the
1995 Long-Term Incentive Plan, of our report dated February 22, 1999, with
respect to the consolidated financial statements incorporated herein by
reference.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, N.Y.
March 19, 1999
F-2
18
SCHEDULE II
AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN THOUSANDS)
ADDITIONS
---------------------
CHARGED
(CREDITED)
TO COSTS CHARGED DEDUCTIONS
BALANCE AND TO OTHER FROM BALANCE
DESCRIPTION JANUARY 1 EXPENSES ACCOUNTS RESERVES DECEMBER 31
- ----------------------------------------------------------------------------------------------------------
1998
Reserves deducted in the balance sheet
from the assets to which they apply
Losses on receivables............ $ 2,840 $ 92 $3,858* $ 379 $ 6,411
======== ======== ====== ========= ========
Deferred income tax valuation.... $330,119 $ 28,994 $ -- $ 218,000** $141,113
======== ======== ====== ========= ========
1997
Reserves deducted in the balance sheet
from the assets to which they apply
Losses on receivables............ $ 2,840 $ 2,498 $ 154 $ 2,652 $ 2,840
======== ======== ====== ========= ========
Deferred income tax valuation.... $271,213 $ 58,906 $ -- $ -- $330,119
======== ======== ====== ========= ========
1996
Reserves deducted in the balance sheet
from the assets to which they apply
Losses on receivables............ $ 2,786 $ 860 $ 87 $ 893 $ 2,840
======== ======== ====== ========= ========
Deferred income tax valuation.... $325,739 $(54,526) $ -- $ -- $271,213
======== ======== ====== ========= ========
- ----------------------------------------------------------------------------------------------------------
* Reflects increase resulting from acquisition of gas marketing customer
accounts.
** Reflects effect of reduction in deferred tax assets on formation of refining
joint venture.
F-3
19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3(1) -- Restated Certificate of Incorporation of Registrant
incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended September 30, 1988.
3(2) -- By-Laws of Registrant incorporated by reference to Exhibit
3(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1985.
4(1) -- Note and Warrant Purchase Agreement, dated June 27, 1991
(including the form of the Common Stock Purchase Warrant
expiring June 27, 2001, included as Exhibit B thereof)
incorporated by reference to Exhibit 4 of Form 10-Q of
Registrant for the three months ended June 30, 1991.
4(2) -- Amendment, dated as of May 15, 1992 to the Note and
Warrant Purchase Agreement, dated June 27, 1991 (including
the form of the common stock purchase warrant expiring
June 27, 2001, included as Exhibit B thereof),
incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended June 30, 1992.
4(3)* -- Credit Agreement dated as of May 20, 1997 among
Registrant, the Subsidiary Borrowers thereunder, The Chase
Manhattan Bank as Administrative Agent and the Lenders
party thereto, incorporated by reference to Exhibit 4 of
Form 10-Q of Registrant for the three months ended June
30, 1997.
-- Other instruments defining the rights of holders of
long-term debt of Registrant and its consolidated
subsidiaries are not being filed since the total amount of
securities authorized under each such instrument does not
exceed 10 percent of the total assets of Registrant and
its subsidiaries on a consolidated basis. Registrant
agrees to furnish to the Commission a copy of any
instruments defining the rights of holders of long-term
debt of Registrant and its subsidiaries upon request.
10(1) -- Extension and Amendment Agreement between the Government
of the Virgin Islands and Hess Oil Virgin Islands Corp.
incorporated by reference to Exhibit 10(4) of Form 10-Q of
Registrant for the three months ended June 30, 1981.
10(2) -- Restated Second Extension and Amendment Agreement dated
July 27, 1990 between Hess Oil Virgin Islands Corp. and
the Government of the Virgin Islands incorporated by
reference to Exhibit 19 of Form 10-Q of Registrant for the
three months ended September 30, 1990.
10(3) -- Technical Clarifying Amendment dated as of November 17,
1993 to Restated Second Extension and Amendment Agreement
between the Government of the Virgin Islands and Hess Oil
Virgin Islands Corp. incorporated by reference to Exhibit
10(3) of Form 10-K of Registrant for the fiscal year ended
December 31, 1993.
10(4) -- Third Extension and Amendment Agreement dated April 15,
1998 and effective October 30, 1998 among Hess Oil Virgin
Islands Corp., PDVSA V.I., Inc., HOVENSA L.L.C. and the
Government of the Virgin Islands.
10(5)* -- Incentive Compensation Award Plan for Key Employees of
Amerada Hess Corporation and its subsidiaries incorporated
by reference to Exhibit 10(2) of Form 10-K of Registrant
for the fiscal year ended December 31, 1980.
10(6)* -- Financial Counseling Program description incorporated by
reference to Exhibit 10(3) of Form 10-K of Registrant for
the fiscal year ended December 31, 1980.
20
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10(7)* -- Executive Long-Term Incentive Compensation and Stock
Ownership Plan of Registrant dated June 3, 1981
incorporated by reference to Exhibit 10(5) of Form 10-Q of
Registrant for the three months ended June 30, 1981.
10(8)* -- Amendment dated as of December 5, 1990 to the Executive
Long-Term Incentive Compensation and Stock Ownership Plan
of Registrant incorporated by reference to Exhibit 10(9)
of Form 10-K of Registrant for the fiscal year ended
December 31, 1990.
10(9)* -- Amerada Hess Corporation Pension Restoration Plan dated
January 19, 1990 incorporated by reference to Exhibit
10(9) of Form 10-K of Registrant for the fiscal year ended
December 31, 1989.
10(10)* -- Letter Agreement dated August 8, 1990 between Registrant
and Mr. John Y. Schreyer relating to Mr. Schreyer's
participation in the Amerada Hess Corporation Pension
Restoration Plan incorporated by reference to Exhibit
10(11) of Form 10-K of Registrant for the fiscal year
ended December 31, 1991.
10(11)* -- 1995 Long-Term Incentive Plan, as amended, incorporated by
reference to Appendix A of Registrant's definitive proxy
statement dated March 28, 1996 for the Annual Meeting of
Stockholders held on May 1, 1996.
10(12)* -- Stock Award Program for non-employee directors dated
August 6, 1997 incorporated by reference to Exhibit 10(11)
of Form 10-K of Registrant for the fiscal year ended
December 31, 1997.
10(13) -- Asset Purchase and Contribution Agreement dated as of
October 26, 1998, among PDVSA V.I., Inc., Hess Oil Virgin
Islands Corp. and HOVENSA L.L.C. (including Glossary of
definitions) incorporated by reference to Exhibit 2.1 of
Form 8-K of Registrant dated October 30, 1998.
10(14) -- Amended and Restated Limited Liability Company Agreement
of HOVENSA L.L.C. dated as of October 30, 1998
incorporated by reference to Exhibit 10.1 of Form 8-K of
Registrant dated October 30, 1998.
13 -- 1998 Annual Report to Stockholders of Registrant.
21 -- Subsidiaries of Registrant.
23 -- Consent of Ernst & Young LLP, Independent Auditors, dated
March 19, 1999, to the incorporation by reference in
Registrant's Registration Statements on Form S-8 (Nos.
333-43569, 333-43571 and 33-65115) of its report relating
to Registrant's financial statements, which consent
appears on page F-2 herein.
27 -- Financial Data Schedule (for electronic filing only).
- --------------------------------------------------------------------------------
* These exhibits relate to executive compensation plans and arrangements.