FORM 8-A
Securities and Exchange Commission
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHILLIPS 66 CAPITAL I
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 73-6293882
- ----------------------- ------------------------------------
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
c/o Phillips Petroleum Company
Phillips Building
Bartlesville, Oklahoma 74004
-----------------------------------------------------
(Address and zip code of principal executive offices)
If this Form relates to the If this Form relates to the registration
registration of a class of of a class of debt securities and is to
debt securities and is become effective simultaneously with
effective upon filing the effectiveness of a concurrent
pursuant to General registration statement under the
Instruction A(c)(1) please Securities Act of 1933 pursuant to
check the following General Instruction A(c)(2) please
_ _
box. |_| check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
8.24% Trust Originated New York Stock Exchange, Inc.
Preferred SecuritiesSM
(and the guarantees with
respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's 8.24% Trust Originated Preferred
SecuritiesSM (the "Preferred Securities") representing undivided beneficial
interests in the assets of Phillips 66 Capital I, a statutory business
trust created under the laws of the State of Delaware, to be registered
hereby is contained in the "Description of the Preferred Securities" set
forth in the prospectus dated May 7, 1996, and the prospectus supplement
dated May 16, 1996 (the "red herring") and the completed or final
Prospectus dated May 23, 1996, each filed as a part of the Registrant's
Registration Statement No. 333-01209 pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, and such descriptions are incorporated
herein by this reference.
Item 2. Exhibits
2.1 Certificate of Trust dated February 23, 1996 of Phillips 66 Capital I
(included as Exhibit 4-A to the Registrant's Registration Statement
No. 333-01209 on Form S-3).
2.2 Form of Amended and Restated Declaration of Trust of Phillips 66
Capital I (included as Exhibit 4-I to Amendment No. 1 to the
Registrant's Registration Statement No. 333-01209 on Form S-3).
2.3 Form of Preferred Security (attached as Exhibit A-1 to the Amended and
Restated Declaration of Trust of Phillips 66 Capital I, included as
Exhibit 4-I to Amendment No. 1 to the Registrant's Registration
Statement No. 333-01209 on Form S-3).
2.4 Form of Guarantee with respect to Preferred Securities issued by
Phillips 66 Capital I (included as Exhibit 4-Q to Amendment No. 1 to
the Registrant's Registration Statement No. 333-01209 on Form S-3).
2.5 Form of Indenture between Phillips Petroleum Company and The Bank of
New York, as Trustee (included as Exhibit 4-M to Amendment No. 1 to
the Registrant's Registration Statement No. 333-01209 on Form S-3).
2.6 Form of Supplemental Indenture used in connection with the issuance of
Preferred Securities and Subordinated Debt Securities (included as
Exhibit 4-N to Amendment No. 1 to the Registrant's Registration
Statement No. 333-01209 on Form S-3).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: June 7, 1996 PHILLIPS 66 CAPITAL I
By /s/ L.L. McCall
---------------------------------
L. L. McCall, Regular Trustee
PHILLIPS PETROLEUM COMPANY,
Sponsor of the Registrant and
Guarantor under the Guarantee
By /s/ John A. Carrig
---------------------------------
John A. Carrig
Treasurer
<PAGE>
