SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHILLIPS PETROLEUM COMPANY
_______________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware 73-0400345
_______________________________________________________________________________
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Phillips Building
Bartlesville, Oklahoma 74004
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the please check the
following box. [X] following box. [ ]
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
------------------- ------------------------------
Preferred Share Purchase Rights Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
_______________________________________________________________________________
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On July 2, 1999, the Board of Directors of Phillips Petroleum
Company, a Delaware corporation (the "Company"), adopted a new preferred share
purchase rights plan (the "Rights Plan") to replace, effective as of August 1,
1999, the Company's existing preferred share purchase rights plan, which expires
at the close of business on July 31, 1999.
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $1.25 per share, of the
Company (the "Common Shares"). The Rights dividend is payable on August 1, 1999
(the "Record Date") to the stockholders of record on that date. The description
and terms of the Rights are set forth in an Agreement (the "Agreement") between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent").
PURCHASE PRICE
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series B Junior Participating Preferred
Stock of the Company, par value $1 per share (the "Preferred Shares"), at a
price of $180 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment.
FLIP-IN
In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 15% or more of the outstanding Common
Shares (an "Acquiring Person"), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
FLIP-OVER
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
DISTRIBUTION DATE
The distribution date (the "Distribution Date") is the earlier of
(i) 10 days following a public announcement that a person or group
of affiliated
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or associated persons have acquired beneficial ownership of 15% or
more of the outstanding Common Shares; or
(ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares.
TRANSFER AND DETACHMENT
Until the Distribution Date, the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of the Summary of Rights
attached thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the
Common Shares, and transfer of those certificates will also constitute transfer
of these Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
EXERCISABILITY
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 31, 2009 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
ADJUSTMENTS
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last
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trading day prior to the date of exercise.
PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
The value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one Common Share.
EXCHANGE
At any time after any person or group becomes an Acquiring Person,
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (subject to adjustment).
REDEMPTION
At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
AMENDMENTS
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
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RIGHTS AND HOLDERS
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
ANTI-TAKEOVER EFFECTS
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
any offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Shares.
FURTHER INFORMATION
A copy of the Certificate of Designations of Series B Junior
Participating Preferred Stock of the Company, filed on July 12, 1999; the
Agreement, dated as of August 1, 1999, between the Company and the Rights Agent
specifying the terms of the Rights and the press release announcing the
declaration of the Rights are attached hereto as Exhibits 3.1, 4.1 and 99.1,
respectively and are incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to such exhibits.
ITEM 2 EXHIBITS.
EXHIBIT NO. DESCRIPTION
3.1 Certificate of Designations of Series B Junior
Participating Preferred Stock of the Company, filed on
July 12, 1999. (Incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form 8-A
filed on July 12, 1999).
4.1 Rights Agreement, dated as of August 1, 1999, between
the Company and ChaseMellon Shareholder Services,
L.L.C. which includes the form of Certificate of
Designations of Series B Junior Participating
Preferred Stock of the Company as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.
(Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A filed on
July 12, 1999).
99.1 Press release, dated July 2, 1999, issued by the
Company. (Incorporated by reference to Exhibit 99.1
to the Company's Registration Statement on Form 8-A
filed on July 12, 1999).
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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
Dated: December 15, 1999 By /S/ J. Bryan Whitworth
--------------------------------------
Name: J. Bryan Whitworth
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Certificate of Designations of Series B Junior
Participating Preferred Stock of the Company, filed on
July 12, 1999. (Incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form 8-A
filed on July 12, 1999).
4.1 Rights Agreement, dated as of August 1, 1999, between
the Company and ChaseMellon Shareholder Services,
L.L.C. which includes the form of Certificate of
Designations of Series B Junior Participating
Preferred Stock of the Company as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.
(Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A filed on
July 12, 1999).
99.1 Press release, dated July 2, 1999, issued by the
Company. (Incorporated by reference to Exhibit 99.1
to the Company's Registration Statement on Form 8-A
filed on July 12, 1999).
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