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
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004
W. W. ALLEN April 19, 1995
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
To All Phillips Employees:
In the last few days, you've probably received our company's
latest annual report in the mail, along with proxy materials for
voting at the annual meeting May 8.
At the meeting, stockholders will elect the board of directors
and independent auditors, and consider two shareholder proposals
that are opposed by the company.
o One of the proposals--which shareholders have rejected on two
previous occasions--seeks Phillips' endorsement of the CERES
Principles, concerning environmental accountability. Our
company's management feels that Phillips has an exemplary
environmental record and, in fact, already meets many of the
CERES requirements. We therefore continue to recommend an
"AGAINST" vote on this issue.
o The other shareholder proposal would restrict the company's
ability to issue preferred stock. Management believes that
such a capacity--which was approved by shareholders in 1985--
gives the company the flexibility and power to take advantage
of business opportunities as they arise. Our recommendation
is that shareholders vote in opposition to this proposal as
well.
o Your proxy statement has more information about the proposals
and the company's position.
While the vote of each and every shareholder is important, this
is especially true in the case of our employees. As holders of
more than 50 million shares through company-benefit plans, you
make up Phillips' largest stockholder group.
If you haven't done so already, I urge you to fill out and return
the blue and green Thrift/LTSSP voting direction forms as soon as
possible. If you've misplaced your voting forms, please contact
HR Central Administration.
It's important that as many shares as possible be voted and
represented at the upcoming annual meeting.
Sincerely,
/s/ W. W. Allen
