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 PETROLEUM COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 73-0400345
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
Phillips Building, Bartlesville, OK 74004
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(Address of principal executive offices) (Zip Code)
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
7.125% Debentures due March 15, 2028 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's 7.125% Debentures due March 15, 2028
to be registered hereby is contained in the "Description of Securities" set
forth in the prospectus dated December 17, 1993 and "Description of
Debentures" set forth in the prospectus supplement dated March 17, 1998,
each filed as a part of the Registrant's Registration Statement No. 33-
51559 under the Securities Act of 1933, and such descriptions are
incorporated herein by this reference.
Item 2. Exhibits
1. Restated Certificate of Incorporation, as filed with the State of
Delaware July 17, 1989 (incorporated by reference to Exhibit 3(i)
to Annual Report on Form 10-K for the year ended December 31,
1995).
2. Bylaws of Phillips Petroleum Company, as amended effective
July 14, 1997 (incorporated by reference to Exhibit 3(ii) to
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997).
3. Form of the Registrant's 7.125% Debenture due March 15, 2028.
4. Indenture dated as of September 15, 1990, as supplemented by
Supplemental Indenture No. 1 dated May 23, 1991, between Phillips
Petroleum Company and First Trust National Association (formerly
Continental Bank, National Association), (incorporated by
reference to Exhibit 4(b) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997).
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.
PHILLIPS PETROLEUM COMPANY
Date: March 27, 1998 By /s/ John A. Carrig
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John A. Carrig, Vice President
and Treasurer
Exhibit 3
055820
REGISTERED REGISTERED
7.125% DEBENTURE 7.125% DEBENTURE
DUE 2028 DUE 2028
NUMBER
R
CUSIP 718507 AZ 9
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
PHILLIPS PETROLEUM COMPANY
Phillips Petroleum Company, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to
7.125% 7.125%
DEBENTURE DUE DEBENTURE DUE
March 15, 2028 March 15, 2028
or registered assigns,
the principal sum of
at the office or agency of the Company in the Borough of Manhattan, The
City of New York, or Chicago, Illinois on March 15, 2028 in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay
interest, semi-annually on March 15 and September 15 of each year, on said
principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Debenture, from the March 15
or September 15, as the case may be, next preceding the date of this
Debenture to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for,
in which case from the date of this Debenture, or unless no interest has
been paid or duly provided for on the Debentures since the original issue
date (as defined in the Indenture referred to on the reverse hereof) of
this Debenture, in which case from such original issue date, until payment
of said principal sum has been made or duly provided for. Notwithstanding
the foregoing, if the date hereof is after March 1 or September 1, as the
case may be, and before the following March 15 or September 15, this
Debenture shall bear interest from such March 15 or September 15; provided,
however, that if the Company shall default in the payment of interest due
on such March 15 or September 15, then this Debenture shall bear interest
from the next preceding March 15 or September 15 to which interest has been
paid or duly provided for, or, if no interest has been paid or duly
provided for on the Debentures since the original issue date (as defined in
such Indenture) of this Debenture, from the original issue date hereof.
The interest so payable on any March 15 or September 15 will, subject to
certain exceptions provided in such Indenture, be paid to the person in
whose name this Debenture is registered at the close of business on the
March 1 or September 1, as the case may be, preceding such March 15 or
September 15, whether or not such March 1 or September 1 is a business day,
and may, at the option of the Company, be paid by check mailed to the
registered address of such person.
Reference is made to the further provisions of this Debenture set forth
on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by
or on behalf of the Trustee under such Indenture.
In Witness Whereof, Phillips Petroleum Company has caused this
instrument to be executed in its corporate name by the facsimile
signatures of its Chairman of the Board of Directors President or one
of its Vice Presidents and its Treasurer or one of its Assistant
Treasurers and impressed or imprinted with its corporate seal or a
facsimile thereof.
Dated: Phillips Petroleum Company
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the By
series designated therein referred to in
the within-mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION
as Trustee, /s/ John A. Carrig
By Vice President and Treasurer
Authorized Officer /s/ W.W. Allen
Chairman of the Board of
Directors
<PAGE>
PHILLIPS PETROLEUM COMPANY
7.125% DEBENTURE DUE MARCH 15, 2028
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called
the "Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to an indenture dated as of September 15, 1990,
as supplemented by Supplemental Indenture No. 1 dated as of May 23, 1991
(as so supplemented hereinafter referred to as the "Indenture"), duly
executed and delivered by the Company to First Trust National Association
as successor to Continental Bank, National Association, Trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in
various aggregate principal amounts, may as between different series and
within a given series mature at different times, may bear interest (if any)
at different rates, may be subject to different redemption provisions (if
any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. This Debenture is one of a
series designated as the 7.125% Debentures Due March 15, 2028 of the
Company, limited in aggregate principal amount to $300,000,000.
In case an Event of Default with respect to the 7.125% Debentures Due
March 15, 2028, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject
to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series to be affected;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Security, or reduce the rate or extend the time of
payment of interest thereon, or reduce the principal amount thereof or any
premium thereon, or reduce any amount payable on redemption thereof, or
make the principal thereof or any interest or premium thereon payable in
any coin or currency other than that hereinbefore provided, or impair or
affect the right of any Securityholder to institute suit for payment
thereof or the right of repayment, if any, at the option of the holder, or
reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon acceleration of the maturity thereof or
the amount provable in bankruptcy, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid principal amount of
Securities of all series to be affected, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of each Security affected. It is also provided in the Indenture
that, with respect to certain defaults or Events of Default regarding the
Securities of any series, prior to any declaration accelerating the
maturity of such Securities, the holders of a majority in aggregate
principal amount of the Securities of such series at the time outstanding
(or, in the case of certain defaults or Events of Default, all the
Securities) may on behalf of the holders of all of the Securities of such
series (or all the Securities, as the case may be) waive any such past
default or Event of Default under the Indenture and its consequences except
a default in the payment of principal of, premium, if any, or interest, if
any, on any of the Securities or in respect of a covenant or provision of
the Indenture which cannot be modified or amended without the consent of
the holder of each Security affected. Any such consent or waiver by the
holder of this Debenture (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debenture and any Debentures which may be issued
in exchange or transfer hereof or in substitution herefor, irrespective of
whether or not any notation thereof is made upon this Debenture or such
other Debentures.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if
any, and interest on this Debenture at the place, at the respective times,
at the rate and in the coin or currency herein prescribed.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. In the manner and
subject to the limitations provided in the Indenture, but without the
payment of any service charge, Debentures may be exchanged for a like
aggregate principal amount of Debentures of other authorized denominations
at the office or agency of the Company for such exchange in the Borough of
Manhattan, The City of New York or at such other location or locations as
may be provided for pursuant to the Indenture.
The Debentures may be redeemed, at the option of the Company, as a
whole or in part, at any time on or after March 15, 2008, upon mailing a
notice of such redemption not less than 30 nor more than 60 days prior to
the date fixed for redemption to the holders of Debentures at their last
registered addresses, all as provided in the Indenture, at the following
redemption prices (expressed in percentages of the principal amount to be
redeemed) together in each case with accrued interest to the date fixed for
redemption:
If redeemed during the twelve-month period beginning March 15:
Year Percentage Year Percentage
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2008 102.700% 2018 100.000%
2009 102.430% 2019 100.000%
2010 102.160% 2020 100.000%
2011 101.890% 2021 100.000%
2012 101.620% 2022 100.000%
2013 101.350% 2023 100.000%
2014 101.080% 2024 100.000%
2015 100.810% 2025 100.000%
2016 100.540% 2026 100.000%
2017 100.270% 2027 100.000%
Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Company for such registration in the Borough of
Manhattan, The City of New York, or any other location or locations as may
be provided for pursuant to the Indenture, a new Debenture or Debentures of
authorized denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered holder hereof as the absolute owner of
this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of or on account of the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Company nor the Trustee nor any such agent
shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of the sum or
sums paid, effectually satisfy and discharge liability for moneys payable
on this Debenture .
No recourse for the payment of the principal of, or premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental
thereto or in any Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.
This Debenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with and governed by the laws of that State.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as tenants
in common
UNIF GIFT MIN ACT- Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing
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to transfer said Debenture on the books of the Company with full power of
substitution in the premises.
Dated
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
