SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 11, 1995
PHILLIPS PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-720 73-0400345
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Phillips Building, Bartlesville, Oklahoma 74004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
918-661-6600
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Item 5. OTHER EVENTS.
On December 11, 1995, the Board of Directors of Phillips
Petroleum Company (Phillips or the company) approved the
establishment of a compensation and benefits trust (the Trust).
The Trust, which will be administered by an independent trustee,
is designed to acquire, hold and distribute shares of the
company's common stock to fund certain future compensation and
benefit obligations of the company. The Trust will not increase
or alter the amount of benefits or compensation which will be
paid under existing plans, but offers the company enhanced
financial flexibility in providing the funding requirements of
those plans. Phillips also has flexibility in determining the
timing of distributions of shares from the Trust to fund
compensation and benefits, subject to a minimum distribution
schedule. All shares are required to be transferred out of the
Trust by January 1, 2021.
On December 14, 1995, the company sold 29.2 million shares of
previously unissued Phillips common stock, $1.25 par value, to
the Trust in exchange for cash in the amount of $36.5 million and
a promissory note from the Trust to Phillips of $953 million.
The proceeds of the promissory note will be repaid over time as
shares are released from the Trust to meet company compensation
and benefit obligations.
The trustee will vote shares held by the Trust in accordance with
voting directions from eligible employees, as specified in a
trust agreement with the trustee. Shares held by the Trust will
not affect the earnings per share calculation or return on
average shareholders' equity until after they are transferred out
of the Trust.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PHILLIPS PETROLEUM COMPANY
/s/ L. F. Francis
December 20, 1995 ---------------------------
L. F. Francis
Controller
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