SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Phillips Petroleum Company
-----------------------------------------
(Name of Issuer)
Common Stock, $1.25 par value
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(Title of Class of Securities)
718507106
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(CUSIP Number)
CUSIP NO. 718507106
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(1) Names of Reporting Persons | Long-Term Stock Savings Plan of
| Phillips Petroleum Company
- -----------------------------------------------------------------------
|(a)
(2) Check the Appropriate Box if a Member of a Group |---------------
|(b) X
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(3) SEC Use Only |
- -----------------------------------------------------------------------
(4) Citizenship or Place of Organization | Oklahoma
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Number of Shares (5) Sole Voting Power | 0
Beneficially Owned ----------------------------------------------
by Each Reporting (6) Shared Voting Power | 30,179,693
Person With ----------------------------------------------
(7) Sole Dispositive Power | 0
----------------------------------------------
(8) Shared Dispositive Power | 30,179,693
- -----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each |
Reporting Person | 30,179,693
- -----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) |
Excludes Certain Shares |
- -----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row 9 | 10.3%
- -----------------------------------------------------------------------
(12) Type of Reporting Person | EP
- -----------------------------------------------------------------------
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Item 1(a) Name of Issuer:
Phillips Petroleum Company
(b) Address of Issuer's Principal Executive Offices:
Phillips Building, Bartlesville, Oklahoma 74004
Item 2(a) Name of Person Filing:
Long-Term Stock Savings Plan of Phillips Petroleum Company
(b) Address of Principal Business Office:
Phillips Building, Bartlesville, OK 74004
(c) Citizenship:
Oklahoma
(d) Title of Class of Securities:
Common stock, $1.25 par value
(e) CUSIP Number:
718507106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see section 240.13d-1(b)(1)(ii)(F)
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(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with
section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned at
December 31, 1997 30,179,693
(b) Percent of Class 10.3%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct
the vote 0
(ii) shared power to vote or
to direct the vote 30,179,693
(iii) sole power to dispose or
to direct the disposition of 0
(iv) shared power to dispose or
to direct the disposition of 30,179,693
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The Long-Term Stock Savings Plan (LTSSP) borrowed
$250 million in 1988 and $400 million in 1990 to purchase
Phillips Petroleum Company common stock (Phillips Stock).
The LTSSP also holds shares purchased with contributions by
participants. In addition, the LTSSP holds Phillips Stock
formerly held by the Employee Stock Ownership Plan of
Phillips Petroleum Company (ESOP) and the Payroll Stock
Ownership Plan of Phillips Petroleum Company Subsidiary
Companies (PAYSOP), which were merged into the LTSSP in
1988. The total LTSSP shares as of December 31, 1997,
consisted of 12,732,919 unallocated shares and
17,446,774 shares allocated to participants. The
unallocated shares will be allocated to participants as the
LTSSP loans are repaid. Dividends paid on shares of
Phillips Stock purchased with all participant contributions
and on shares of Phillips Stock acquired with company
contributions after August 4, 1989, become assets of the
LTSSP and are included in the valuation of participants'
accounts. Dividends paid on the shares purchased with the
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proceeds of the loans, on shares purchased with company
dividend replacement contributions, and on shares
attributable to company contributions which were acquired
prior to August 5, 1989, in the ESOP, PAYSOP and LTSSP are
used to repay the LTSSP loans. Shares acquired with the
two loans, in an amount equal to the value of dividends on
Phillips Stock retained by the LTSSP for loan repayment,
are allocated to and included in the valuation of
participant accounts. Under certain circumstances,
participants have the right to make withdrawals or receive
distributions from the LTSSP in shares of Phillips Stock
and in cash representing the value of any fractional
shares. Shares of Phillips Stock held by the LTSSP are
sold to make the cash payments representing any such
fractional shares.
In December 1995, the company extended the LTSSP to the
year 2015. Without the extension, allocations of stock to
employees would have been completed in 2005 or before. The
new extension will require additional shares to be
delivered to the LTSSP. The LTSSP will be eligible to
receive shares from the company's Compensation and Benefits
Trust, also established in December 1995.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
LONG-TERM STOCK SAVINGS PLAN OF
PHILLIPS PETROLEUM COMPANY
By /s/ Rand C. Berney
-------------------------------
Rand C. Berney
Member, Long-Term Stock Savings
Plan Committee
February 12, 1998
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