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 Materials
[ ] 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>
DEFINITIVE COPY A
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PHILLIPS PETROLEUM COMPANY
Annual Meeting May 8, 1995
The undersigned hereby appoints W. ALLEN, R. TOBIAS and V. TSCHINKEL 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 8,
1995, 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 and Proposal 3.
---
| X | Please mark your
--- votes as this
Company recommends a vote FOR: ELECTION OF DIRECTORS: Nominees: W. Allen,
N. Augustine, G. Beitzel, D. Boren, C. Bowerman, R. Chappell, Jr.,
L. Eagleburger, J. Edwards, L. Horner, J. Mulva, R. Tobias, V. Tschinkel,
K. Turner, 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.
----------------------------------------
Company recommends a vote FOR: FOR AGAINST ABSTAIN
Proposal 1 to approve the __ __ __
designation of the independent |__| |__| |__|
auditors, Ernst & Young LLP.
Company recommends a vote AGAINST: __ __ __
Proposal 2 to endorse the |__| |__| |__|
CERES Principles.
Company recommends a vote AGAINST: __ __ __
Proposal 3 to adopt a policy on |__| |__| |__|
the use of preferred stock.
__
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.
Dated:______________________, 1995
__________________________________
__________________________________
Signature(s) of Stockholder(s)
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.
<PAGE>
DEFINITIVE COPY B
Bankers Trust Company
P. O. BOX 1997 G.P.O.
NEW YORK, NY 10016-1997
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 8,
1995. 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, 1995), 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 1, 1995. Do not return
these forms to Phillips Petroleum Company.
YOUR VOTE IS IMPORTANT. THE LTSSP AND THE THRIFT PLAN 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 8, 1995
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 8, 1995, 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,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel, K. Turner 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 LLP. --- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 2 to endorse the CERES --- --- ---
Principles. | | | | | |
--- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 3 to adopt a policy on --- --- ---
the use of preferred stock. | | | | | |
--- --- ---
======================================================================
COMPLETE THIS SIDE TO VOTE SHARES AS A FIDUCIARY
ONLY IF YOU WERE AN EMPLOYEE
ON THE VOTING DETERMINATION DATE
(FEBRUARY 15, 1995)
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
pages 9 and 10 of the LTSSP Summary Plan Description/Prospectus dated
July 1, 1994; 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,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel, K. Turner 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 LLP. --- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 2 to endorse the CERES --- --- ---
Principles. | | | | | |
--- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 3 to adopt a policy on --- --- ---
the use of preferred stock. | | | | | |
--- --- ---
======================================================================
If Bankers Trust Company does not receive this form by May 1, 1995, 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 1, 1995.
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 8, 1995
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 8, 1995, 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,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel, K. Turner 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 LLP. --- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 2 to endorse the CERES --- --- ---
Principles. | | | | | |
--- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 3 to adopt a policy on --- --- ---
the use of preferred stock. | | | | | |
--- --- ---
======================================================================
COMPLETE THIS SIDE TO VOTE SHARES AS A FIDUCIARY ONLY IF
YOU WERE AN EMPLOYEE ON THE VOTING DETERMINATION DATE
(FEBRUARY 15, 1995)
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 amended July 1, 1994;
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,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel, K. Turner 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 LLP. --- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 2 to endorse the CERES --- --- ---
Principles. | | | | | |
--- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 3 to adopt a policy on --- --- ---
the use of preferred stock. | | | | | |
--- --- ---
======================================================================
If Bankers Trust Company does not receive this form by May 1, 1995, 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 1, 1995.
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>
DEFINITIVE COPY 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 ("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 8, 1995. 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 1, 1995. Do not return this form to Phillips
Petroleum Company.
Your vote is important. The participants who direct the Trustee as to
how to vote shares held by this plan have a voice in matters which
affect Phillips Petroleum Company.
WESTSTAR BANK
<PAGE>
DEFINITIVE COPY D
RETIREMENT SAVINGS PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders
May 8, 1995
SHARES REPRESENTING YOUR INTEREST IN THE RETIREMENT SAVINGS PLAN:
I, the undersigned, hereby direct that WestStar Bank, Trustee of the
Retirement Savings Plan of Phillips Petroleum Company ("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 8, 1995, 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,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel, K. Turner 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 LLP. --- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 2 to endorse the CERES --- --- ---
Principles. | | | | | |
--- --- ---
Company recommends a vote AGAINST: FOR AGAINST ABSTAIN
Proposal 3 to adopt a policy on --- --- ---
the use of preferred stock. | | | | | |
--- --- ---
If WestStar does not receive this form by May 1, 1995, 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 1, 1995.
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.
<PAGE>
DEFINITIVE COPY E
Hill Samuel (Channel Islands) Trust Company Ltd
Date : April 1995
To : Participants in the Phillips Petroleum Company Overseas
Stock Savings Plan (Norway)
Dear Participant
In the attached Report and Accounts you will find a notice to Shareholders
convening the Annual General Meeting to be held on Monday 8th May 1995 and
a proxy statement. Your attention is drawn to the fact that it is the
Trustee of the Stock Savings Plan who is the registered holder of the
shares and who, therefore, has the right to attend the Meeting.
However, you are entitled to instruct the Trustee on how to vote on the
resolutions to be proposed at the Meeting in the event of there being a
poll of members. If you wish to do so you should complete the enclosed
voting direction form and return it, using the enclosed pre-addressed
envelope to reach the Trustee by no later than 2:00 p.m. on Friday 28th
April 1995.
As you will see the attached documentation is all in English. Should you
require any help in this connection please do not hesitate to contact your
Employee Relations Department.
Yours faithfully
HILL SAMUEL (CHANNEL ISLANDS) TRUST COMPANY LIMITED
HSIMG
PARTLET
<PAGE>
DEFINITIVE COPY F
THE PHILLIPS PETROLEUM COMPANY OVERSEAS
STOCK SAVINGS PLAN (NORWAY)
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this entire
form.
---------------------------------------------------------------------------
I, the undersigned being a participant in the Plan hereby instruct Hill
Samuel (Channel Islands) Trust Company Limited (the Trustee of the Plan) to
vote or cause to be voted any Common Stock of Phillips Petroleum Company
held by them on my behalf and entitled to vote at the 1995 Annual Meeting
of Stockholders to be held on Monday 8th May 1995 or at any adjournment
thereof.
PLEASE INDICATE WITH AN 'X' IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE
TO BE CAST.
The Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine,
G. Beitzel, D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger,
J. Edwards, L. Horner, J. Mulva, R. Tobias, V. Tschinkel,
K. Turner and J. Whitmire.
__
|__| VOTE FOR all nominees listed above*
__
|__| VOTE WITHHELD from all nominees listed above
*To withhold authority to vote for any nominee write the nominee's name in
the space below.
----------------------------------------------------------------------
The Company recommends a vote FOR:
PROPOSAL 1: To approve designation of the independent auditors, Ernst &
Young L.L.P.:
__ __ __
FOR |__| AGAINST |__| ABSTAIN |__|
The Company recommends a vote AGAINST:
PROPOSAL 2: To endorse the CERES Principles:
__ __ __
FOR |__| AGAINST |__| ABSTAIN |__|
The Company recommends a vote AGAINST:
PROPOSAL 3: To adopt a policy on the use of preferred stock:
__ __ __
FOR |__| AGAINST |__| ABSTAIN |__|
NAME (in block capitals please).....................................
SIGNATURE...........................................................
DATE ...............................................................
NOTES: 1. Full details of the items are contained in the enclosed Proxy
Statement.
2. To be effective this form of direction must be mailed using
the enclosed pre-paid envelope to reach the Trustee no later
than 2 p.m. on Friday 28th April 1995.
3. If the Trustee does not receive any voting direction from you,
your shares will be voted in the same way and in the same
proportions as those for which they have already received
directions from other participants.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL IN NO
CIRCUMSTANCES DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY
OF ITS SUBSIDIARY COMPANIES.
Smith & Ouzman Ltd. 49692 2/95
<PAGE>
DEFINITIVE COPY G
Noble Lowndes Settlement Trustees Limited
Reference: AT/NH
Date: April 1995
To: Participants in the Phillips Petroleum Company Europe - Africa
Employee Share Allocation Scheme
Dear Participant,
In the attached Report and Accounts you will find a notice to Shareholders
convening the Annual General Meeting to be held on Monday 8th May 1995 and
a proxy statement. Your attention is drawn to the fact that it is the
Trustee of the Share Allocation Scheme who is the registered holder of the
shares and who, therefore, has the right to attend the Meeting.
However, you are entitled to instruct the Trustee on how to vote on the
resolutions to be proposed at the Meeting in the event of there being a
poll of members. If you wish to do so you should complete the enclosed
voting direction form and return it, using the enclosed pre-paid envelope,
to reach the Trustee by not later than 2:00 p.m. on Friday 28th April 1995.
Yours faithfully
NOBLE LOWNDES SETTLEMENT TRUSTEES LIMITED
PO Box No 144 Norfolk House Wellesley Road Croydon CR9 3EB Tel 0181-686
2466 (Reg. Office) Reg. Number 576832
<PAGE>
DEFINITIVE COPY H
THE PHILLIPS PETROLEUM COMPANY EUROPE-AFRICA
EMPLOYEE SHARE ALLOCATION SCHEME
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this entire form.
---------------------------------------------------------------------------
I, the undersigned being a participant in the Scheme hereby instruct Noble
Lowndes Settlement Trustees Limited (the Trustee of the Scheme and the SCP
Plan Manager's Nominee) to vote or cause to be voted any Common Stock of
Phillips Petroleum Company held by them on my behalf and entitled to vote
at the 1995 Annual Meeting of Stockholders to be held on Monday 8th May
1995 or at any adjournment thereof.
PLEASE INDICATE WITH AN 'X' IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE
TO BE CAST.
The Company recommends a vote FOR:
ELECTION OF DIRECTORS: Nominees: W. Allen, N. Augustine,
G. Beitzel, D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger,
J. Edwards, L. Horner, J. Mulva, R. Tobias, V. Tschinkel,
K. Turner and J. Whitmire.
__
|__| VOTE FOR all nominees listed above*
__
|__| VOTE WITHHELD from all nominees listed above
*To withhold authority to vote for any nominee write the nominee's name in
the space below.
----------------------------------------------------------------------
The Company recommends a vote FOR:
PROPOSAL 1: To approve designation of the independent auditors, Ernst &
Young L.L.P.:
__ __ __
FOR |__| AGAINST |__| ABSTAIN |__|
The Company recommends a vote AGAINST:
PROPOSAL 2: To endorse the CERES Principles:
__ __ __
FOR |__| AGAINST |__| ABSTAIN |__|
The Company recommends a vote AGAINST:
PROPOSAL 3: To adopt a policy on the use of preferred stock:
__ __ __
FOR |__| AGAINST |__| ABSTAIN |__|
__
|__| If you are a member of the Phillips Petroleum Company Europe-Africa
Employee SCP, please tick this box.
We will arrange for the shares held on your behalf in the SCP to be
voted as indicated above.
NAME (in block capitals please).....................................
SIGNATURE...........................................................
DATE ...............................................................
NOTES: 1. Full details of the items are contained in the enclosed Proxy
Statement.
2. To be effective this form of direction must be mailed using
the enclosed pre-paid envelope to reach the Trustee no later
than 2 p.m. on Friday 28th April 1995.
3. If the Trustee does not receive any voting direction from you,
your shares will be voted in the same way and in the same
proportions as those for which they have already received
directions from other participants.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL IN NO
CIRCUMSTANCES DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY
OF ITS SUBSIDIARY COMPANIES.
Smith & Ouzman Ltd. 49692 2/95
<PAGE>
