<PAGE> 1
As filed with the Securities and Exchange Commission June 10, 1996.
Registration No. 333-01209
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
<TABLE>
<S> <C> <C>
PHILLIPS PETROLEUM COMPANY DELAWARE 73-0400345
PHILLIPS 66 CAPITAL I DELAWARE 73-6293882
PHILLIPS 66 CAPITAL II DELAWARE TO BE APPLIED FOR
PHILLIPS 66 CAPITAL III DELAWARE TO BE APPLIED FOR
PHILLIPS 66 CAPITAL IV DELAWARE TO BE APPLIED FOR
(Exact name of registrant as (State or other jurisdiction of (I.R.S. Employer
specified in its charter) incorporation or organization) Identification No.)
</TABLE>
PHILLIPS BUILDING
BARTLESVILLE, OKLAHOMA 74004
(918) 661-6600
(Address, including zip code, and telephone number, including area code of each
registrant's principal executive offices)
----------------
JOHN A. CARRIG
TREASURER
3 PHILLIPS BUILDING
BARTLESVILLE, OKLAHOMA 74004
(918) 661-5633
(Name, address, including zip code, and telephone number, area code,
of agent for service for each registrant)
Copies to:
DALE J. BILLAM, ESQ. VINCENT J. PISANO, ESQ.
PHILLIPS PETROLEUM COMPANY SKADDEN, ARPS, SLATE, MEAGHER & FLOM
1234 ADAMS BUILDING 919 THIRD AVENUE
BARTLESVILLE, OKLAHOMA 74004 NEW YORK, NEW YORK 10022
(918) 661-5638 (212) 735-2718
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. / x /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: / /
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=======================================================================================================================
Proposed
Proposed Maximum Maximum Aggregate Amount of
Title of Each Class of Securities Amount to be Offering Price Per Offering Price Registration
to be Registered Registered(1) Unit(1)(2)(3) (1)(2)(3) Fee(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Securities of Phillips 66
Capital I, II, III, and IV
- -----------------------------------------------------------------------------------------------------------------------
Subordinated Debt Securities of Phillips
Petroleum Company
- -----------------------------------------------------------------------------------------------------------------------
Guarantees of Preferred Securities of
Phillips 66 Capital I, Phillips 66
Capital II, Phillips 66 Capital III
and Phillips 66 Capital IV by Phillips
Petroleum Company and certain back-up
undertakings(4)
- -----------------------------------------------------------------------------------------------------------------------
Total $750,000,000 100% $750,000,000 $258,620.69
=======================================================================================================================
</TABLE>
(1) Such indeterminate number of Preferred Securities of Phillips 66 Capital I,
Phillips 66 Capital II, Phillips 66 Capital III and Phillips 66 Capital IV
and such indeterminate principal amount of Subordinated Debt Securities of
Phillips Petroleum Company as may from time to time be issued at
indeterminate prices. Subordinated Debt Securities may be issued and sold
to Phillips 66
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Phillips
Petroleum Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bartlesville and State of
Oklahoma on June 10, 1996.
PHILLIPS PETROLEUM COMPANY
By /s/ W.W. Allen
----------------------------------
W.W. Allen
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities indicated on June 10, 1996.
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<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Chairman of the Board of Directors June 10, 1996
/s/ W.W. Allen and Chief Executive Officer
- ---------------------- (Principal Executive Officer)
(W.W. Allen)
Senior Vice President June 10, 1996
/s/ T.C. Morris and Chief Financial Officer
- ---------------------- (Principal Financial Officer)
(T.C. Morris)
/s/ L.F. Francis Controller June 10, 1996
- ---------------------- (Principal Accounting Officer)
(L.F. Francis)
/s/ J.J. Mulva* President and Chief Operating June 10, 1996
- ---------------------- Officer and Director
(J.J. Mulva)
/s/ C.L. Bowerman* Executive Vice President and June 10, 1996
- ---------------------- Director
(C.L. Bowerman)
/s/ George B. Beitzel* Director June 10, 1996
- ----------------------
(George B. Beitzel)
/s/ David L. Boren* Director June 10, 1996
- ----------------------
(David L. Boren)
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Robert E. Chappell, Jr.* Director June 10, 1996
- ----------------------------
(Robert E. Chappell, Jr.)
/s/ Lawrence S. Eagleburger* Director June 10, 1996
- ----------------------------
(Lawrence S. Eagleburger)
/s/ James B. Edwards* Director June 10, 1996
- ----------------------------
(James B. Edwards)
/s/ Larry D. Horner* Director June 10, 1996
- ----------------------------
(Larry D. Horner)
/s/ Randall L. Tobias* Director June 10, 1996
- ----------------------------
(Randall L. Tobias)
/s/ Victoria J. Tschinkel* Director June 10, 1996
- ----------------------------
(Victoria J. Tschinkel)
/s/ Kathryn C. Turner* Director June 10, 1996
- ----------------------------
(Kathryn C. Turner)
*By /s/ T.C. Morris
------------------------
(T.C. Morris)
</TABLE>
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Phillips 66
Capital I, Phillips 66 Capital II, Phillips 66 Capital III and Phillips 66
Capital IV certify that they have reasonable grounds to believe that they meet
all of the requirements for filing on Form S-3 and that they have duly caused
this Registration Statement or amendment thereto to be signed on their behalf by
the undersigned, thereunto duly authorized, in the City of Bartlesville and
State of Oklahoma on June 10, 1996.
PHILLIPS 66 CAPITAL I
By /s/ T.C. Morris
-----------------------------------
T.C. Morris, Trustee
By /s/ John A. Carrig
-----------------------------------
John A. Carrig, Trustee
By /s/ L.L. McCall
-----------------------------------
L.L. McCall, Trustee
PHILLIPS 66 CAPITAL II
By /s/ T.C. Morris
-----------------------------------
T.C. Morris, Trustee
By /s/ John A. Carrig
-----------------------------------
John A. Carrig, Trustee
By /s/ L.L. McCall
-----------------------------------
L.L. McCall, Trustee
PHILLIPS 66 CAPITAL III
By /s/ T.C. Morris
-----------------------------------
T.C. Morris, Trustee
By /s/ John A. Carrig
-----------------------------------
John A. Carrig, Trustee
By /s/ L.L. McCall
-----------------------------------
L.L. McCall, Trustee
<PAGE> 6
PHILLIPS 66 CAPITAL IV
By /s/ T.C. Morris
-----------------------------------
T.C. Morris, Trustee
By /s/ John A. Carrig
-----------------------------------
John A. Carrig, Trustee
By /s/ L.L. McCall
-----------------------------------
L.L. McCall, Trustee
<PAGE> 7
EXHIBIT INDEX
-------------
Except as noted, exhibits identified below are on file with the SEC and are
incorporated herein by reference to such previous filings.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C> <C>
1 - Form of Underwriting Agreement for offering of Preferred
Securities.
4-A - Certificate of Trust of Phillips 66 Capital I.
4-B - Certificate of Trust of Phillips 66 Capital II.
4-C - Certificate of Trust of Phillips 66 Capital III.
4-D - Certificate of Trust of Phillips 66 Capital IV.
4-E - Declaration of Trust of Phillips 66 Capital I.
4-F - Declaration of Trust of Phillips 66 Capital II.
4-G - Declaration of Trust of Phillips 66 Capital III.
4-H - Declaration of Trust of Phillips 66 Capital IV.
4-I - Form of Amended and Restated Declaration of Trust for Phillips 66 Captial I
4-J - Form of Amended and Restated Declaration of Trust for Phillips 66 Capital II
4-K - Form of Amended and Restated Declaration of Trust for Phillips 66 Capital III
4-L - Form of Amended and Restated Declaration of Trust for Phillips 66 Capital IV
4-M - Form of Indenture between Phillips Petroleum Company and The
Bank of New York , as Trustee.
4-N - Form of Supplemental Indenture to be used in connection with the
issuance of Subordinated Debt Securities and Preferred
Securities.
4-O - Form of Preferred Security (included in 4-I - 4-L above).
4-P - Form of Subordinated Debt Security (included in 4-N above).
4-Q - Form of Guarantee with respect to Preferred Securities issued by Phillips 66 Capital I.
4-R - Form of Guarantee with respect to Preferred Securities issued by Phillips 66 Capital II.
4-S - Form of Guarantee with respect to Preferred Securities issued by Phillips 66 Capital III.
4-T - Form of Guarantee with respect to Preferred Securities issued by Phillips 66 Capital IV.
5-A* - Opinion of Dale J. Billam, Esq.
5-B - Opinion of Skadden, Arps, Slate, Meagher & Flom.
8-A - Opinion of Skadden, Arps, Slate, Meagher & Flom.
12 - Computation of Ratio of Earnings to Fixed Charges of Phillips
Petroleum Company
23-A - Consent of Independent Auditors.
23-B - Consent of Dale J. Billam, Esq. is contained in the
opinion of counsel filed as Exhibit 5-A.
23-C - Consent of Skadden, Arps, Slate, Meagher & Flom is contained in
the opinion of counsel filed as Exhibit 5-B.
23-D - Consent of Skadden, Arps, Slate, Meagher & Flom is contained in the opinion of counsel
filed as Exhibit 8-A.
24 - Powers of Attorney.
25-A - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Debt Trustee under the
Indenture.
25-B - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Property Trustee under
the Amended and Restated Declaration of Trust of Phillips 66
Capital I.
25-C - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Property Trustee under
the Amended and Restated Declaration of Trust of Phillips 66
Capital II.
25-D - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Property Trustee under
the Amended and Restated Declaration of Trust of Phillips 66
Capital III.
25-E - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Property Trustee under
the Amended and Restated Declaration of Trust of Phillips 66
Capital IV.
25-F - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Preferred Guarantee
Trustee under the Preferred Securities Guarantee of Phillips
Petroleum Company for the benefit of the holders of Preferred
Securities of Phillips 66 Capital I.
25-G - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Preferred Guarantee
Trustee under the Preferred Securities Guarantee of Phillips
Petroleum Company for the benefit of the holders of Preferred
Securities of Phillips 66 Capital II.
25-H - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Preferred Guarantee
Trustee under the Preferred Securities Guarantee of Phillips
Petroleum Company for the benefit of the holders of Preferred
Securities of Phillips 66 Capital III.
25-I - Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Preferred Guarantee
Trustee under the Preferred Securities Guarantee of Phillips
Petroleum Company for the benefit of the holders of Preferred
Securities of Phillips 66 Capital IV.
</TABLE>
- -------------------
* Filed herewith.
<PAGE> 1
April 19, 1996
Phillips Petroleum Company
Phillips Building
Bartlesville, Oklahoma 74004
Dear Sirs:
I have acted as counsel for Phillips Petroleum Company, a Delaware
corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-3 (Registration No. 333-01209),
filed by the Company and Phillips 66 Capital I, Phillips 66 Capital II,
Phillips 66 Capital III and Phillips 66 Capital IV (each, a "Phillips Capital
Trust" and, together, the "Phillips Capital Trusts") with the Securities and
Exchange Commission on February 26, 1996 under the Securities Act of 1933, as
amended (the "Securities Act"), and Amendment No. 1 thereto, filed with the
Commission on April 19, 1996 (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"), in connection with
the proposed offering from time to time of an aggregate of up to $750,000,000
principal amount of Subordinated Debt Securities ("Debt Securities") by the
Company and Trust Preferred Securities ("Preferred Securities") by the Phillips
Capital Trusts. The Debt Securities may be issued under one or more Indentures
(the "Indenture") proposed to be entered into between the Company and The Bank
of New York as Trustee. The Securities are proposed to be sold by the Company
and the Phillips Capital Trusts, to one or more underwriters (the
"Underwriters"), pursuant to one or more Underwriting Agreements between the
Company and the Phillips Capital Trusts and the Underwriters (the "Underwriting
Agreement"). The Preferred Securities of each Phillips Capital Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of such
Phillips Capital Trust (each, a "Declaration" and, collectively, the
"Declarations"), each such Declaration being among the Company, as sponsor and
as the issuer of certain Securities to be held by the Institutional Trustee (as
defined below) of such Phillips Capital Trust, The Bank of New York (Delaware),
as Delaware trustee (the "Delaware Trustee"), the Bank of New York, as
institutional trustee (the "Institutional Trustee") and T.C. Morris, John A.
Carrig and L.L. McCall, as trustees (together, the "Regular Trustees"). The
Preferred Securities will be guaranteed by the Company in the manner and to the
extent set forth in a Guarantee Agreement (the "Preferred Securities
Guarantees"), the form of which is being filed as an exhibit to the
Registration Statement.
<PAGE> 2
Phillips Petroleum Company -2- April 19, 1996
This opinion is being delivered in accordance with the requirements of
Item 601(b) (5) of Regulation S-K of the Securities Act. Capitalized terms
used but not otherwise defined herein have the meanings ascribed to them in the
Registration Statement.
In connection with this opinion, I have examined the originals or
copies, certified or otherwise authenticated to my satisfaction, of such
corporate records of the Company, agreements and other instruments,
certificates of public officials and of officers of the Company and other
instruments and documents as I have deemed necessary to require as a basis for
the opinions hereinafter expressed. As to various questions of fact material
to such opinions, I have, where relevant facts were not independently
established, relied upon statements of officers of the Company.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and that, except as set forth in paragraph 1 below,
such documents constitute valid and binding obligations of such parties. In
addition, I have assumed that the Indentures will be duly authorized, executed
and delivered by the Trustee and that any Security that may be issued will be
manually signed or countersigned, as the case may be, by duly authorized
officers of the Trustee.
I am admitted to the bar of the State of Oklahoma and express no
opinion as to the laws of any other jurisdiction.
On the basis of the foregoing, I advise you that in my opinion:
1. With respect to any series of Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective and the applicable Indenture
has been qualified under the Trust Indenture Act of 1939, as amended; (ii) an
appropriate prospectus supplement or term sheet with respect to the Debt
Securities has been prepared, delivered and filed in compliance with the
Securities Act and the applicable rules and regulations thereunder; (iii) if
the Securities are to be sold pursuant to a firm commitment underwritten
offering, the Underwriting Agreement with respect to the Debt Securities has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and
<PAGE> 3
Phillips Petroleum Company -3- April 19, 1996
terms of the Securities and related matters; (v) the terms of the Debt
Securities and of their issuance and sale have been duly established in
conformity with the applicable Indenture so as not to violate any applicable
law, the Restated Certificate of incorporation or By-laws of the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; and (vi)
the Debt Securities have been duly executed and authenticated in accordance
with the provisions of the applicable Indenture and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor, the
Debt Securities, when issued and sold in accordance with the applicable
Indenture and the applicable Underwriting Agreement, if any, or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity).
2. The Preferred Securities Guarantee, when duly executed and
delivered by the parties thereto, will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except to
the extent that (a) enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization moratorium, or other similar laws now or thereafter
in effect relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding
at law or in equity).
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to me under "Legal Opinions" in the prospectus forming a part of the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7
of the Securities Act or the rules or regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Dale J. Billam
Senior Counsel
DJB/jbe
