Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Material
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
PHILLIPS PETROLEUM COMPANY
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
-------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
-------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
-----------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------
3) Filing Party:
-----------------------------
4) Date Filed:
-----------------------------
<PAGE>
Enclosure A
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PHILLIPS PETROLEUM COMPANY
Annual Meeting May 9, 1994
The undersigned hereby appoints W. ALLEN, L. EAGLEBURGER and E. KENNA as
proxy holders with power of substitution, or, if all do not act on a matter,
those who do act, to vote all stock which the undersigned could vote at the
Company's annual stockholders' meeting to be held at the Adams Building,
4th Street and Keeler Avenue, Bartlesville, Oklahoma, on May 9, 1994, at
10 a.m., and at any adjournment thereof, in the manner stated herein as to
the following matters and in their discretion on any other matters that come
before the meeting, all as described in the Notice and Proxy Statement.
This Proxy is Continued on the Reverse Side
Please Sign on the Reverse Side and Return Promptly
<PAGE>
This Proxy will be voted or not voted as you direct below. In the absence
of such direction, it will be voted FOR Directors, and FOR Proposal 1 and
AGAINST Proposal 2.
--- Please mark
| X | your votes
--- as this
Company recommends a vote FOR: ELECTION OF DIRECTORS: Nominees: W. Allen,
N. Augustine, G. Beitzel, C. Bowerman, R. Chappell, Jr., L. Eagleburger,
J. Edwards, L. Horner, E. Kenna, J. Mulva, D. Tippeconnic, R. Tobias,
V. Tschinkel, and J. Whitmire.
__ VOTE FOR __ VOTE WITHHELD
|__| all nominees |__| from all nominees
listed above* listed above
*To withhold authority to vote for any nominee write the nominee's name on
the space below.
----------------------------------------
FOR AGAINST ABSTAIN
Proposal 1 to approve the __ __ __
designation of the independent |__| |__| |__|
auditors, Ernst & Young.
__ __ __
Proposal 2 to sign and implement |__| |__| |__|
the CERES Principles.
__
I PLAN TO ATTEND THE ANNUAL MEETING |__|
Please mark, date, sign and return this proxy card promptly. To vote in
accordance with the Company's recommendations no boxes need be checked.
Your signature(s) on this proxy form should be exactly the same as the
name(s) imprinted hereon. Persons signing as executors, administrators,
trustees, or in similar capacities, should so indicate.
Dated:______________________, 1994
__________________________________
__________________________________
Signature(s) of Stockholder(s)
<PAGE>
Enclosure B
Bankers Trust Company
P.O. BOX 1997 G.P.O.
NEW YORK, NY 10116-1997
IMPORTANT INSTRUCTIONS
_____________
| | LTSSP
|_____________| SHARES
_____________
| | THRIFT
|_____________| SHARES
This package contains your confidential voting direction forms to instruct
the Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum
Company ("LTSSP") and the Thrift Plan of Phillips Petroleum Company ("Thrift
Plan") as to how to vote shares of Phillips Petroleum Company common stock
described in the enclosed forms at the Phillips Petroleum Company Annual
Meeting of Stockholders to be held on May 9, 1994. Also enclosed are the
Company's Annual Report and Proxy Statement for the Annual Meeting. Use them
to help you decide how to direct the way the Trustee (Bankers Trust Company)
should vote.
PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY.
Step 1 Carefully tear the perforated strips from the sides of this letter
and separate the GREEN LTSSP voting form and the BLUE Thrift Plan
voting form.
Step 2 Complete the voting instructions on the left side of the GREEN form
to vote shares representing your interest in the LTSSP and BLUE
form to vote shares representing your interest in the Thrift Plan.
Step 3 If you were an employee on the Voting Determination Date
(February 15, 1994), and if you wish to vote your pro rata portion
of the unallocated LTSSP shares and non-directed allocated shares
in the LTSSP and Thrift Plan as a fiduciary, complete the voting
instructions on the right side of the GREEN LTSSP form and BLUE
Thrift Plan form.
Step 4 Date and sign the GREEN LTSSP form and BLUE Thrift Plan form. Your
signature should be exactly the same as the name printed on the top
of each form.
Step 5 Enclose the GREEN and BLUE forms in the postage prepaid return
envelope to Bankers Trust Company, and mail them so that they will
be received by May 2, 1994. Do not return these forms to Phillips
Petroleum Company.
YOUR VOTE IS IMPORTANT. THE LTSSP AND THE THRIFT PLAN ARE MAJOR STOCKHOLDERS
OF PHILLIPS PETROLEUM COMPANY. THE PARTICIPANTS WHO DIRECT THE TRUSTEE AS TO
HOW TO VOTE SHARES HELD BY THESE PLANS HAVE AN IMPORTANT VOICE IN MATTERS
WHICH AFFECT PHILLIPS PETROLEUM COMPANY.
BANKERS TRUST COMPANY
<PAGE>
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders
May 9, 1994
SHARES REPRESENTING YOUR INTEREST IN THE PLAN
____________
LTSSP: | |
|____________|
I, the undersigned, hereby direct that Bankers Trust Company, Trustee of
the Long-Term Stock Savings Plan of Phillips Petroleum Company ("LTSSP")
vote all shares of Phillips Petroleum Company common stock as set out below
at the Phillips Petroleum Company Annual Meeting of Stockholders to be held
at the Adams Building, 4th Street and Keeler Avenue, Bartlesville, Oklahoma,
on May 9, 1994, at 10:00 a.m., and any adjournment thereof, in the manner
indicated below as to the following matters and in its discretion as to any
other matters that come before the meeting, all as described in the Notice
and Proxy Statement.
============================================================
COMPLETE THIS SIDE TO VOTE YOUR SHARES
I DIRECT THAT SHARES REPRESENTING MY PART OF THE LTSSP BE VOTED AS FOLLOWS:
(Do not check more than one box on any matter)
Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine, G. Beitzel,
C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards, L. Horner,
E. Kenna, J. Mulva, D. Tippeconnic, R. Tobias, V. Tschinkel and J. Whitmire.
__ VOTE FOR __ VOTE WITHHELD
|__| all nominees |__| from all nominees
listed above * listed above
*To withhold authority to vote for any nominee, write the
nominee's name in the space below.
----------------------------------------
Company recommends a vote FOR:
FOR AGAINST ABSTAIN
Proposal 1 to approve __ __ __
designation of independent |__| |__| |__|
auditors, Ernst & Young.
Company recommends a vote AGAINST:
FOR AGAINST ABSTAIN
Proposal 2 to sign and implement __ __ __
the CERES Principles. |__| |__| |__|
============================================================
COMPLETE THIS SIDE TO VOTE SHARES AS A FIDUCIARY
ONLY IF YOU WERE AN EMPLOYEE
ON THE VOTING DETERMINATION DATE
(FEBRUARY 15, 1994)
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the LTSSP that I become a fiduciary of the
LTSSP for voting such shares; that I must act in the best interests of all
participants of the LTSSP, when giving directions for voting shares not
representing my part of the LTSSP; that I have read and understand my
duties as a fiduciary as they are described on page 8 of the LTSSP Summary
Plan Description/Prospectus dated October 1, 1990 and amended July 1, 1992
and August 1, 1993; and that I may decline to accept the responsibility of
a fiduciary as to such shares by not completing this side of my voting form.
I DIRECT THAT MY PRO RATA PORTION OF (1) ALL UNALLOCATED SHARES OF STOCK
IN FUND L AND (2) ALL SHARES OF STOCK REPRESENTING THE INTERESTS OF LTSSP
PARTICIPANTS WHO FAIL TO GIVE VOTING DIRECTIONS BE VOTED AS FOLLOWS:
(Do not check more than one box on any matter)
Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine, G. Beitzel,
C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards, L. Horner,
E. Kenna, J. Mulva, D. Tippeconnic, R. Tobias, V. Tschinkel and J. Whitmire.
__ VOTE FOR __ VOTE WITHHELD
|__| all nominees |__| from all nominees
listed above * listed above
*To withhold authority to vote for any nominee, write the
nominee's name in the space below.
----------------------------------------
Company recommends a vote FOR:
FOR AGAINST ABSTAIN
Proposal 1 to approve __ __ __
designation of independent |__| |__| |__|
auditors, Ernst & Young.
Company recommends a vote AGAINST:
FOR AGAINST ABSTAIN
Proposal 2 to sign and implement __ __ __
the CERES Principles. |__| |__| |__|
============================================================
If Bankers Trust Company does not receive this form by May 2, 1994, if you
do not check any boxes, or if you return this form unsigned, any shares in
LTSSP that you otherwise could have directed will be directed by other
eligible participants who elect to direct such shares.
IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS FORM MUST BE RECEIVED BY
THE TRUSTEE BY MAY 2, 1994.
PLEASE DATE, SIGN AND SEAL IN THE ENCLOSED ENVELOPE AND RETURN TO THE
TRUSTEE.
Date ________________________ Signature _____________________________
Your signature should be exactly the same as the name imprinted at top.
PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND AGREED TO HONOR THE
CONFIDENTIALITY OF YOUR VOTING INSTRUCTIONS TO THE TRUSTEE. THE TRUSTEE
WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL.
<PAGE>
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders
May 9, 1994
SHARES REPRESENTING YOUR
INTEREST IN THE PLAN
____________
THRIFT PLAN: | |
|____________|
I, the undersigned, hereby direct that Bankers Trust Company, Trustee of
the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote all
shares of Phillips Petroleum Company common stock as set out below at the
Phillips Petroleum Company Annual Meeting of Stockholders to be held at the
Adams Building, 4th Street and Keeler Avenue, Bartlesville, Oklahoma, on
May 9, 1994, at 10:00 a.m., and any adjournment thereof, in the manner
indicated below as to the following matters and in its discretion as to any
other matters that come before the meeting, all as described in the Notice
and Proxy Statement.
============================================================
COMPLETE THIS SIDE TO VOTE YOUR SHARES
I DIRECT THAT SHARES REPRESENTING MY PART OF THE THRIFT PLAN BE VOTED
AS FOLLOWS:
(Do not check more than one box on any matter)
Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine, G. Beitzel,
C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards, L. Horner,
E. Kenna, J. Mulva, D. Tippeconnic, R. Tobias, V. Tschinkel and J. Whitmire.
__ VOTE FOR __ VOTE WITHHELD
|__| all nominees |__| from all nominees
listed above * listed above
*To withhold authority to vote for any nominee, write the
nominee's name in the space below.
----------------------------------------
Company recommends a vote FOR:
FOR AGAINST ABSTAIN
Proposal 1 to approve __ __ __
designation of independent |__| |__| |__|
auditors, Ernst & Young.
Company recommends a vote AGAINST:
FOR AGAINST ABSTAIN
Proposal 2 to sign and implement __ __ __
the CERES Principles. |__| |__| |__|
============================================================
COMPLETE THIS SIDE TO VOTE SHARES AS A FIDUCIARY
ONLY IF YOU WERE AN EMPLOYEE
ON THE VOTING DETERMINATION DATE
(FEBRUARY 15, 1994)
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the Thrift Plan that I become a fiduciary
of the Thrift Plan for voting such shares; that I must act in the best
interests of all participants of the Thrift Plan, when giving directions
for voting shares not representing my part of the Thrift Plan; that I have
read and understand my duties as a fiduciary as they are described on
page 18 of the Thrift Summary Plan Description/Prospectus dated July 1,
1993; and that I may decline to accept the responsibility of a fiduciary as
to such shares by not completing this side of my voting form.
I DIRECT THAT MY PRO RATA PORTION OF ALL SHARES OF STOCK REPRESENTING THE
INTEREST OF THRIFT PLAN PARTICIPANTS WHO FAIL TO GIVE VOTING DIRECTIONS BE
VOTED AS FOLLOWS:
(Do not check more than one box on any matter)
Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine, G. Beitzel,
C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards, L. Horner,
E. Kenna, J. Mulva, D. Tippeconnic, R. Tobias, V. Tschinkel and J. Whitmire.
__ VOTE FOR __ VOTE WITHHELD
|__| all nominees |__| from all nominees
listed above * listed above
*To withhold authority to vote for any nominee, write the
nominee's name in the space below.
----------------------------------------
Company recommends a vote FOR:
FOR AGAINST ABSTAIN
Proposal 1 to approve __ __ __
designation of independent |__| |__| |__|
auditors, Ernst & Young.
Company recommends a vote AGAINST:
FOR AGAINST ABSTAIN
Proposal 2 to sign and implement __ __ __
the CERES Principles. |__| |__| |__|
============================================================
If Bankers Trust Company does not receive this form by May 2, 1994, if you
do not check any boxes, or if you return this form unsigned, any shares in
Funds B and C of the Thrift Plan that you otherwise could have directed will
be directed by other eligible participants who elect to direct such shares.
IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS FORM MUST BE RECEIVED
BY THE TRUSTEE BY MAY 2, 1994.
PLEASE DATE, SIGN AND SEAL IN THE ENCLOSED ENVELOPE AND RETURN TO
THE TRUSTEE.
Date _______________________ Signature _________________________
Your signature should be exactly the same as the name imprinted at top.
PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND AGREED TO HONOR THE
CONFIDENTIALITY OF YOUR VOTING INSTRUCTIONS TO THE TRUSTEE. THE TRUSTEE
WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL.
<PAGE>
Enclosure C
WestStar Bank
IMPORTANT INSTRUCTIONS
This package contains your confidential voting direction forms to instruct
the Trustee of the Retirement Savings Plan of Phillips Petroleum Company
Subsidiaries ("RSP") as to how to vote shares of Phillips Petroleum Company
common stock representing your interest in the RSP at the Phillips Petroleum
Company Annual Meeting of Stockholders to be held on May 9, 1994. Also
enclosed are the Company's Annual Report and Proxy Statement for the Annual
Meeting. Use them to help you decide how to direct the way the Trustee
(WestStar Bank) should vote.
PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY.
Step 1 Complete the voting instructions on the YELLOW form to vote shares
representing your interest in the RSP.
Step 2 Date and sign the YELLOW RSP form. Your signature should be exactly
the same as the name printed on the top of the YELLOW form.
Step 3 Enclose the YELLOW RSP form in the postage prepaid return envelope
to WestStar Bank, and mail it so that it will be received by
May 2, 1994. Do not return this form to Phillips Petroleum Company.
YOUR VOTE IS IMPORTANT. THE RSP IS AN IMPORTANT STOCKHOLDER OF PHILLIPS
PETROLEUM COMPANY. THE PARTICIPANTS WHO DIRECT THE TRUSTEE AS TO HOW TO
VOTE SHARES HELD BY THIS PLAN HAVE AN IMPORTANT VOICE IN MATTERS WHICH
AFFECT PHILLIPS PETROLEUM COMPANY.
WESTSTAR BANK
<PAGE>
Enclosure D
RETIREMENT SAVINGS PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders
May 9, 1994
SHARES REPRESENTING YOUR
INTEREST IN THE PLAN
RETIREMENT SAVINGS PLAN:
I, the undersigned, hereby direct that WestStar Bank, Trustee of the
Retirement Savings Plan of Phillips Petroleum Company Subsidiaries
("Retirement Savings Plan") vote all shares of Phillips Petroleum Company
common stock as set out below at the Phillips Petroleum Company Annual
Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 9, 1994, at 10:00 a.m., and
any adjournment thereof, in the manner indicated below as to the following
matters and in its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
============================================================
I DIRECT THAT SHARES REPRESENTING MY PART OF THE PLAN BE VOTED AS FOLLOWS:
(Do not check more than one box on any matter)
RETIREMENT SAVINGS PLAN
Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine, G. Beitzel,
C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards, L. Horner,
E. Kenna, J. Mulva, D. Tippeconnic, R. Tobias, V. Tschinkel and J. Whitmire.
__ FOR __ VOTE WITHHELD
|__| all nominees |__| from all nominees
listed above listed above
To withhold authority to vote for any nominee, write the nominee's name
in the space below.
----------------------------------------
Company recommends a vote FOR:
FOR AGAINST ABSTAIN
Proposal 1 to approve designation of __ __ __
independent auditors, Ernst & Young |__| |__| |__|
Company recommends a vote AGAINST:
FOR AGAINST ABSTAIN
Proposal 2 to sign and implement the CERES __ __ __
Principles |__| |__| |__|
============================================================
If WestStar does not receive this form by May 2, 1994, if you do not check
any boxes, or if you return this form unsigned, any shares representing your
part of the Retirement Savings Plan will be voted by the Trustee in the
Trustee's discretion.
IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS FORM MUST BE RECEIVED BY
THE TRUSTEE BY May 2, 1994.
PLEASE DATE, SIGN AND SEAL IN THE ENCLOSED ENVELOPE AND RETURN TO
THE TRUSTEE.
Date _______________________ Signature ______________________________
Your signature on this form should be exactly the same as the name
imprinted at the top.
PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND AGREED TO HONOR THE
CONFIDENTIALITY OF YOUR VOTING INSTRUCTIONS TO THE TRUSTEE. THE TRUSTEE
WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL.
