SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Phillips Petroleum Company
-----------------------------------------
(Name of Issuer)
Common Stock, $1.25 par value
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(Title of Class of Securities)
718507106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement: [ ]
CUSIP NO. 718507106
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(1) Names of Reporting Persons | Long-Term Stock Savings Plan of
| Phillips Petroleum Company
- -----------------------------------------------------------------------
|(a)
(2) Check the Appropriate Box if a Member of a Group |---------------
|(b) X
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(3) SEC Use Only |
- -----------------------------------------------------------------------
(4) Citizenship or Place of Organization | Oklahoma
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Number of Shares (5) Sole Voting Power | 0
Beneficially Owned ----------------------------------------------
by Each Reporting (6) Shared Voting Power | 32,954,825
Person With ----------------------------------------------
(7) Sole Dispositive Power | 0
----------------------------------------------
(8) Shared Dispositive Power | 32,954,825
- -----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each |
Reporting Person | 32,954,825
- -----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) |
Excludes Certain Shares |
- -----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row 9 | 12.6%
- -----------------------------------------------------------------------
(12) Type of Reporting Person | EP
- -----------------------------------------------------------------------
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Item 1(a). Name of Issuer
Phillips Petroleum Company
(b). Address of Issuer's Principal Executive Offices
Phillips Building, Bartlesville, Oklahoma 74004
Item 2(a). Name of Person Filing
Long-Term Stock Savings Plan of Phillips Petroleum Company
(b). Address of Principal Business Office
Phillips Building, Bartlesville, OK 74004
(c). Citizenship
Oklahoma
(d). Title of Class of Securities
Common stock, $1.25 par value
(e). CUSIP Number
718507106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see section 240.13d-1(b)(1)(ii)(F)
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(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned at
December 31, 1994 32,954,825
(b) Percent of Class 12.6%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct
the vote 0
(ii) shared power to vote or
to direct the vote 32,954,825
(iii) sole power to dispose or
to direct the disposition of 0
(iv) shared power to dispose or
to direct the disposition of 32,954,825
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The Long-Term Stock Savings Plan (LTSSP) borrowed
$250 million in 1988 and $400 million in 1990 to purchase
Phillips Petroleum Company common stock (Phillips Stock).
Of these shares purchased with the loan proceeds, 1,833,278
and 1,833,982 were allocated in 1994 and 1993,
respectively. The remainder will be allocated to
participants as the LTSSP loans are repaid. The LTSSP also
holds shares purchased with contributions by participants.
In addition, the LTSSP holds Phillips Stock formerly held
by the Employee Stock Ownership Plan of Phillips Petroleum
Company (ESOP) and the Payroll Stock Ownership Plan of
Phillips Petroleum Company Subsidiary Companies (PAYSOP),
which were merged into the LTSSP in 1988. Dividends paid
on shares of Phillips Stock purchased with all participant
contributions and on shares of Phillips Stock acquired with
company contributions after August 4, 1989, become assets
of the LTSSP and are included in the valuation of
participants' accounts. Dividends paid on the shares
purchased with the proceeds of the loans, on shares
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purchased with company dividend replacement contributions,
and on shares attributable to company contributions which
were acquired prior to August 5, 1989, in the ESOP, PAYSOP
and LTSSP are used to repay the LTSSP loans. Shares
acquired with the two loans, in an amount equal to the
value of dividends on Phillips Stock retained by the LTSSP
for loan repayment, are allocated to and included in the
valuation of participant accounts. Under certain
circumstances, participants have the right to make
withdrawals or receive distributions from the LTSSP in
shares of Phillips Stock and in cash representing the value
of any fractional shares. Shares of Phillips Stock held by
the LTSSP are sold to make the cash payments representing
any such fractional shares.
Item 7. Identification and Classification of the Subsidiary Which
Accquired the Security Being Reported on By the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
LONG-TERM STOCK SAVINGS PLAN OF
PHILLIPS PETROLEUM COMPANY
By /s/ D. R. Divelbiss
-------------------------------
D. R. Divelbiss
Member, Long-Term Stock Savings
Plan Committee
February 7, 1995
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