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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PHILLIPS PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0400345
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA 74004
(Address of principal executive offices) (Zip Code)
LONG-TERM STOCK SAVINGS PLAN
OF PHILLIPS PETROLEUM COMPANY
(Full title of the plan)
John A. Carrig
Vice President and Treasurer
3 Phillips Building
Phillips Petroleum Company
Bartlesville, Oklahoma 74004
(Name and address of agent for service)
918-661-5633
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share price fee
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Common Stock
($1.25 par
value)..... 1,000,000 $44.96875* $44,968,750 $12,502
shares
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In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
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*Based on provision (c) of Rule 457, the proposed maximum
offering price per share is based on the average of the high and
low prices on November 4, 1998, as reported on November 5, 1998,
in The Wall Street Journal.
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PART I
The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule
428(b)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by Phillips
Petroleum Company with the U.S. Securities and Exchange
Commission and are incorporated herein by reference:
(a) Phillips Petroleum Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, as
amended;
(b) The Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1997, filed as Exhibit 99(b) to
Phillips Petroleum Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, as
amended;
(c) Phillips Petroleum Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31 and June 30,
1998;
(d) The description of Phillips Petroleum Company's common
stock which is contained in its Registration Statement
filed under Section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of
filing of such documents.
Experts
The consolidated financial statements and schedule of
Phillips Petroleum Company appearing in its Annual Report on
Form 10-K for the year ended December 31, 1997, as amended, and
the financial statements and schedules of the Long-Term Stock
Savings Plan of Phillips Petroleum Company, appearing in the
Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997, have been audited by Ernst & Young LLP,
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independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such
financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification provisions of the Registrant's bylaws are
supplemented by directors' and officers' liability insurance with
a limit of $200 million, which insurance is subject to a number
of exclusions, deductibles and conditions.
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated by
reference in accordance with Rule 411 of the General Rules and
Regulations under the Securities Act of 1933, as indicated in the
parentheses following the description of each exhibit:
Exhibit 23 Consent of Ernst & Young LLP.
Exhibit 24(a) Powers of Attorney. (Exhibit 24(a) to Phillips
Petroleum Company's Form S-8, Registration
Statement, File No. 333-65769, for the Phillips
Petroleum Overseas Stock Savings Plan, filed
October 16, 1998).
(b) A certified copy of a resolution adopted by the
Board of Directors of Phillips Petroleum Company
authorizing the Chief Executive Officer, the
President, and any Vice President, or any one of
them, to execute the registration statement
including amendments thereto on behalf of the
Company by acting either personally or through
powers of attorney granted to John A. Carrig,
Rand C. Berney and J. W. Sheets or any one of
them.
The opinion of counsel contemplated by Item 601(b)(5)(i) of
Regulation S-K is not being filed because the shares of Common
Stock being registered are not original issue shares. In lieu of
the opinion of counsel or determination letter contemplated by
Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby
undertakes that the Internal Revenue Service (IRS) determined on
January 16, 1996, that the Plan is qualified under Section 401(a)
of the Internal Revenue Code of 1986 and the Trust is exempt from
federal income tax under Section 501(a). Subsequent amendments
have been adopted, but are not expected to affect the qualified
status of the Plan.
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Item 9. UNDERTAKING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the Plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the U.S. Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bartlesville, State of Oklahoma, on
November 9, 1998.
PHILLIPS PETROLEUM COMPANY
W. W. Allen
Chairman of the Board of Directors
and Chief Executive Officer
/s/ Rand C. Berney
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Rand C. Berney
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
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Principal executive officer
W. W. Allen Chairman of the
Board of Directors
/s/ Rand C. Berney and Chief Executive
- ---------------------------- Officer November 9, 1998
Rand C. Berney
Attorney-in-Fact
Principal financial officer
T. C. Morris
Senior Vice President
/s/ Rand C. Berney and Chief Financial
- ---------------------------- Officer November 9, 1998
Rand C. Berney
Attorney-in-Fact
Principal accounting officer
/s/ Rand C. Berney Vice President
- ---------------------------- and Controller November 9, 1998
Rand C. Berney
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Signature Title Date
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W. W. Allen
Norman R. Augustine
George B. Beitzel
David L. Boren
C. L. Bowerman
Robert E. Chappell, Jr.
Lawrence S. Eagleburger
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner
/s/ Rand C. Berney
By ------------------------- Directors November 9, 1998
Rand C. Berney
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
the Long-Term Stock Savings Plan of Phillips Petroleum Company has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Bartlesville, State of Oklahoma, on the 9th day of November, 1998.
LONG-TERM STOCK SAVINGS PLAN
OF PHILLIPS PETROLEUM COMPANY
/s/ Rand C. Berney
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Rand C. Berney
Member
Long-Term Stock Savings Plan
Committee
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8), pertaining to
the Long-Term Stock Savings Plan of Phillips Petroleum Company
and to the incorporation by reference therein and in the related
prospectus of our reports (1) dated February 23, 1998, with
respect to the consolidated financial statements and schedule of
Phillips Petroleum Company included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, as amended, and
(2) dated June 24, 1998, with respect to the financial statements
and schedules of the Long-Term Stock Savings Plan of Phillips
Petroleum Company included in the Plan's Annual Report
(Form 11-K) for the year ended December 31, 1997, as filed as
Exhibit 99(b) to Phillips Petroleum Company's Annual Report
(Form 10-K) for the year ended December 31, 1997, as amended,
filed with the U.S. Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Tulsa, Oklahoma
November 9, 1998
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Exhibit 24(b)
PHILLIPS PETROLEUM COMPANY
C E R T I F I C A T E
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I, the undersigned, D. L. Cone, Assistant Secretary of
Phillips Petroleum Company, a Delaware corporation, do hereby
certify that the attached is a full, true and correct copy of a
resolution adopted by the Board of Directors of said corporation
at a meeting of said Board duly held at Santa Barbara,
California, on the 13th day of June 1988.
I further certify that said resolution has not been amended,
canceled or superseded and is in full force and effect as of the
date of this certificate.
Given under my hand and the seal of the corporation this
27th day of June 1988.
/s/ D. L. Cone
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Assistant Secretary
STATE OF OKLAHOMA )
) S.S.
COUNTY OF WASHINGTON)
Subscribed and sworn to before me this 27th day of June
1988.
/s/ Jean J. Morrison
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Notary Public
My commission expires August 8, 1990.
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Phillips Petroleum Company Board of Directors
R E S O L U T I O N
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RESOLVED, that in regard to the shares of the Company's
common stock ("Common Stock") to be issued to the employee stock
ownership plan known as the Long-Term Stock Savings Plan of
Phillips Petroleum Company upon the consummation of the
transaction being authorized concurrently, the Chairman of the
Board of Directors, the President, any Vice President and the
Treasurer (the "Authorized Officers") be, and each of them is,
hereby authorized in the name and on behalf of the Company to
prepare, or cause to be prepared pursuant to the Securities Act
of 1933, as amended, a registration statement or statements (the
"Registration Statements"), and in regard to the Common Stock,
such registration, notice or identifying documents required or
appropriate under other applicable law or regulation (foreign or
domestic), with full power and authority to make such changes in
form or substance as each of such officers, in his discretion,
with the advice of counsel, deem necessary, appropriate or
desirable, to execute such Registration Statements or document
and upon the execution by the Company's required officers either
personally or by attorney-in-fact, which is hereby authorized,
and the execution thereof by such directors of this Company as
are necessary, either personally or by an attorney-in-fact, the
officers of this Company be, and each of such officers hereby is,
authorized and directed to cause the same to be filed, published
or distributed as is required or appropriate (filings,
publications or distributions other than in the U.S. hereinafter
referred to as "Other Filings"); and that the officers of the
Company be, and each of them is, hereby authorized in the name
and on behalf of the Company to prepare or cause to be prepared
and to execute and secure execution by the required officers and
directors personally or by an attorney-in-fact, and to file,
publish or distribute or cause to be filed, published or
distributed, after such executions, with the appropriate agency
or commission, such amendments and supplements, including pre-
effective amendments, post-effective amendments or supplements to
the Registration Statements or prospectuses contained therein or
related thereto or other documents as may be required or
appropriate for the Other Filings, together with all documents or
exhibits and all certificates, letters, instruments, applications
and any other documents which may be required or appropriate for
such Registration Statements, prospectuses, or Other Filings as
each of such officers, with the advice of counsel, deem necessary
or advisable, provided, said filing and execution of such
Registration Statements, prospectuses and Other Filings and any
amendment or supplement thereto as
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authorized herein shall be consistent with the forms, terms and
conditions of the issue of the Common Stock to the Employee Stock
Ownership Plan; and
RESOLVED, that the Authorized Officers be, and each of them
is, hereby authorized in the name and on behalf of the Company to
take any and all action which they may, with the advice of
counsel, deem necessary or appropriate in order to effect the
registration or qualification of or obtain similar authorization
or clearance for all or part of the Common Stock for issuance,
offer and sale under the securities or Blue Sky laws or
regulation of any of the States of the U.S. and the District of
Columbia or under any applicable laws or regulations of any other
jurisdictions or to effect compliance with any such applicable
law or regulation, and in connection therewith to execute,
acknowledge, verify, deliver, file and publish all such
applications, reports, covenants, resolutions and other papers
and instruments as may be required or appropriate under such law
or regulations, and to take any and all such further action as
each such officer may deem necessary or appropriate in order to
maintain any such registration, qualification, authorization,
clearance or compliance for as long as he may deem to be in the
best interests of the Company, consistent with the forms, terms
and conditions of issue of the Common Stock to the Employee Stock
Ownership Plan; and
RESOLVED, that the Authorized Officers be, and each of them
is, hereby authorized to execute and file in the name and on
behalf of the Company in such jurisdictions of the U.S. or
elsewhere wherein consents to service of process may be requisite
or appropriate under the securities laws thereof in connection
with the issuance, offering and sale of the Common Stock,
irrevocable written consents on the part of the Company to be
sued in such jurisdictions in regard to such matters as the
officer acting considers necessary or appropriate, and to appoint
one of more appropriate official persons or agents for the
Company for the purpose of receiving and accepting process in
such suits; and
RESOLVED, that the Treasurer of the Company be, and he
hereby is, appointed as the Agent for the Service to be named in
any communications for the Company in connection with any
Registration Statements; and
RESOLVED, that the Authorized Officers be, and each of them
is, hereby authorized by the Company to make such applications to
such securities exchanges or similar organization in the U.S. or
elsewhere, if any, for the listing thereon of the Common Stock,
and to enter into such
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agreements and undertakings to effect such listing as the officer
acting shall deem necessary, desirable or appropriate, and to
appear before the appropriate officials of said exchange or
organization, with authority to make such changes, with the
advice of counsel, in any such application or in any agreement,
instrument or document relative thereto as may be necessary or
appropriate in connection with such listing; and that the Common
Stock shall, if necessary or desirable, be registered with the
SEC under the requirements of the Securities Exchange Act of
1934, as amended, and the said officers of the Company are hereby
authorized to execute the necessary or appropriate forms and
agreements, instruments or documents for that purpose and file or
cause the same to be filed; and
RESOLVED, that the Authorized Officers be, and each of them
is, hereby authorized to execute agreements between the Company
and such exchange or organization in such form as such officer,
with the advice of counsel, deems necessary, appropriate or
advisable and as may be required by or acceptable to such
exchange or organization, to indemnify and hold harmless said
exchange or organization, its Governors, directors, officers and
employees, and any purchases for value of any of the Common
Stock, against any and all losses, liabilities, claims, damages
or expenses (whether such claims be groundless or otherwise),
including costs, disbursements and counsel fees, arising out of
any act done in reliance upon the authenticity of the facsimile
signatures of authorized officers of the Company in connection
with the execution of the Common Stock, on behalf of the Company
or any facsimile signatures resembling or purporting to be such
facsimile signatures; and
RESOLVED, that the officers of this Company are hereby
authorized, in the name and on behalf of this Company, to make,
execute and deliver or cause to be made, executed and delivered,
all such officer's certificates and such other agreements,
undertakings, documents or instruments or to perform or cause to
be performed such other acts as each officer may deem necessary,
appropriate or desirable to effectuate the purpose and intent of
the foregoing resolutions, including the performance of the
obligations of this Company under the Registration Statements,
Other Filings, or any other agreements or undertakings referred
to herein.
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