- -----------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
---------------------------------------
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
PHILLIPS PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0400345
- ------------------------------- -------------------
(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)
PHILLIPS PETROLEUM COMPANY STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full title of the plan)
John A. Carrig
Vice President and Treasurer
3 Phillips Building
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
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
Common Stock
($1.25 par
value)..... 200,000 $44.96875 $8,993,750 $2,501
shares
- -----------------------------------------------------------------
-----------------
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.
<PAGE>
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).
2
<PAGE>
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 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) Phillips Petroleum Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998, and
June 30, 1998;
(c) 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, 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Prospectus 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 Prospectus 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, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
3
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The 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 5 Opinion of Counsel.
Exhibit 23(a) Consent of Ernst & Young LLP.
(b) Consent of Steven A. Holland, Esq. (included in
Exhibit 5 above).
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.
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;
4
<PAGE>
(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.
(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
5
<PAGE>
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 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.
6
<PAGE>
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
----------------------------------
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
--------- ----- ----
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
7
<PAGE>
Signature Title Date
--------- ----- ----
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
8
<PAGE>
Exhibit 5
PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004 918 661-6600
LEGAL
November 6, 1998
Phillips Petroleum Company
Phillips Building
Bartlesville, Oklahoma 74004
Dear Sirs:
I am Senior Attorney to Phillips Petroleum Company, a
Delaware corporation (the "Company"), and in such capacity am
familiar with the Company's Registration Statement on Form S-8
(the "Registration Statement"), being filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the proposed
offering of an aggregate of 200,000 shares of common stock, $1.25
par value, of the Company (the "Common Stock"). The Common Stock
is proposed to be offered and sold by the Company to its
directors from time to time under the terms of the Phillips
Petroleum Company Stock Plan for Non-Employee Directors (the
"Plan").
In connection with the foregoing, 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.
On the basis of the foregoing, I advise you that in my
opinion the Common Stock proposed to be sold by the Company,
pursuant to the Plan, has been duly authorized for issuance and,
subject to the Registration Statement's becoming effective under
the Securities Act and to compliance with any applicable state
securities or Blue Sky laws, will be when sold under the terms of
the Plan legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to 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,
/s/ Steven A. Holland
<PAGE>
Exhibit 23(a)
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 Phillips Petroleum Company Stock Plan for Non-Employee
Directors and to the incorporation by reference therein and in
the related prospectus of our report 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, filed with the U.S. Securities and Exchange Commission.
/s/ Ernst & Young LLP
-----------------
ERNST & YOUNG LLP
Tulsa, Oklahoma
November 9, 1998
<PAGE>
Exhibit 24(b)
PHILLIPS PETROLEUM COMPANY
C E R T I F I C A T E
---------------------
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 Directors of said corporation at a
meeting of said Board duly held at Bartlesville, Oklahoma, on the
14th day of September 1998.
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 5th
day of November 1998.
/s/ D. L. Cone
-------------------------
Assistant Secretary
<PAGE>
Phillips Petroleum Company Board of Directors
R E S O L U T I O N
-------------------
RESOLVED, that pursuant to Section 13 of Article III of the
Bylaws of the Company, each director of the Company who is not an
employee of the Company shall:
effective January 1, 1999
(a) be paid a total of $105,000 per calendar year if not a
committee chairperson and $106,500 per calendar year if
a committee chairperson, the amounts to be paid one
half in shares of Phillips Petroleum Company common
stock (the "Shares"), valued as of the date of the
grant, and one-half in cash, which shall be payable
one-twelfth monthly for each month of service as a
director; and
(b) be granted such number of Shares each year so as to
equal the one half of the Board compensation provided
in (a) above, such grant to be made effective in its
entirety on the first business day in January of each
year for past service during the director's then-
current term of office; or, in respect of a director
who served during such term only subsequent to January
1st of the year, then such grant to be made effective
in its entirety on the fifteenth day of the month
following the month of election for past service during
such term; and
(c) be given the opportunity to indicate a preference for
the stock portion of the Board compensation provided in
(b) above to be issued in either restricted or
unrestricted shares; and
(d) be given the opportunity to indicate a preference to:
(i) defer all the cash portion of the Board
compensation to the Non-Employee Director Deferred
Compensation Plan or any substitute or replacement
plan; (ii) direct that all or a portion be used to
purchase shares of restricted stock; or (iii) direct
that all or a portion be used to purchase unrestricted
stock; and
(e) be reimbursed for all reasonable expenses incurred in
attending Board and/or committee meetings upon approval
thereof by the Chairman of the Board or the President;
and
<PAGE>
RESOLVED, that effective as of January 1, 1999, each of the
following compensation and benefit plans be and they hereby are
amended to read in the form of the respective drafts presented to
this meeting and marked "Proposed September 14, 1998", a copy of
each of which the Secretary is directed to identify and retain
with the ancillary records pertaining to this meeting:
Phillips Petroleum Company Stock Plan for Non-Employee
Directors
Deferred Compensation Plan for Non-Employee Directors of
Phillips Petroleum Company
RESOLVED, that until the effective date of the aforesaid
compensation arrangements, the currently-existing arrangements
for compensation corresponding thereto shall remain in full force
and effect, but shall upon such effective date be repealed; and
RESOLVED, that the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the
Treasurer and any Assistant Treasurer (the "Authorized Officers")
shall 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, one or more
registration statements relating to the Shares, which shall be
submitted to the Directors for their review (the "Registration
Statements"); and 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
Authorized Officers, in his or her discretion, with the advice of
counsel, deems necessary, appropriate or desirable, to execute
each such Registration Statement 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
Authorized Officers of this Company be, and each of such
Authorized 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 Authorized 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 with the appropriate agency
or commission, such amendments and supplements, including pre-
effective amendments, post-effective amendments or supplements to
the Registration Statements or prospectus 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
each such Registration Statement, prospectus, or Other Filings as
each of such Authorized Officers, with the advice of counsel,
deems necessary or advisable; and
-2-
<PAGE>
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 any of the Shares for 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 the Securities
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 Authorized 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 approved by the Authorized Officers
under the authority delegated to them set forth above; 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 offering and sale of any of the Shares, irrevocable written
consents on the part of the Company to be sued in such
jurisdictions in regard to such matters as the Authorized Officer
acting considers necessary or appropriate, and to appoint one or
more appropriate official persons or agents for the Company for
the purpose of receiving and accepting process in such suits; and
RESOLVED, that such corporation(s), firm(s) or person(s) as may
be selected by the Authorized Officers be, and each of them
hereby is, appointed attorney-in-fact for the purposes of
executing an application for the registration, as may be
necessary or appropriate, of any of the Shares pursuant to and in
the form prescribed under the California Corporate Securities Law
of 1968; and
RESOLVED, that the Treasurer of the Company be, and he hereby is,
appointed as the Agent for Service to be named in any
communications for the Company in connection with any
Registration Statement; 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 any of the Shares
in the event such application is required to effect listing of
the Shares, and to enter into such agreements and undertakings to
effect such listing as the Authorized 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,
-3-
<PAGE>
instrument or document relative thereto as may be necessary or
appropriate in connection with such listing; 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 Authorized
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 purchaser for value of any of the Shares
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 Shares on behalf of the Company or any
facsimile signatures resembling or purporting to be such
facsimile signatures; and
RESOLVED, that the Authorized 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 officers' certificates and such other agreements,
undertakings, documents or instruments or to perform or cause to
be performed such other acts as each Authorized Officer may deem
necessary, appropriate or desirable to effectuate the purpose and
intent of the foregoing resolutions.
-4-
<PAGE>
