SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 4)*
Name of issuer: Phillips Petroleum Company
Title of Class of Securities: Common Stock
CUSIP Number: 718507106
Check the following [space] if a fee is being paid with this statement: N/A. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 4 Pages
<PAGE>
13G
CUSIP No.: 718507106 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard Fiduciary Trust Company, Trustee of the Phillips Petroleum
Company Grantor Trust
2. CHECK THE APPROPRIATE [LINE]IF A MEMBER OF A GROUP
Not Applicable A. B.
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
28,358,258
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
28,358,258
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,358,258
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12. TYPE OF REPORTING PERSON
EP
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13G
Under the Securities Act of 1934
------------
Check the following [line] if a fee is being paid with this statement N/A
Item 1 (a) - Name of Issuer
Phillips Petroleum Company
Item 1 (b) - Address of Issuer's Principal Executive Officers:
1237 Adams Building, Bartlesville, OK 74004
Item 2 (a) - Name of Person Filing:
This filing is made by Vanguard Fiduciary Trust
Company on behalf of the Phillips Petroleum Company
Grantor Trust.
Item 2 (b) - Title of Class of Securities:
500 Admiral Nelson Blvd.
Item 2 (c) - Citizenship
Vanguard Fiduciary Trust Company is a trust company
organized under the laws of the Commonwealth of
Pennsylvania.
Item 2 (d) - Title of Class of Securities
Common Stock, par value $1.25 per share, Phillips
Petroleum Company.
Item 2 (e) - CUSIP Number
718507106
Item 3 - Type of Filing:
This statement is being filed pursuant to Rule 13d-1(b), or 13d-2(d),
check whether the person filing is a:
(f) X Employee Benefit Plan.
<PAGE>
Page 3 of 4 Pages
Item 4 - Ownership:
(a) Amount Beneficially Owned:
28,358,258
(b) Percent of Class:
11.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 28,358,258*
(iii) sole power to dispose or to direct the disposition of: None
(iv) shared power to dispose or to direct the disposition of:
28,358,258**
*Each participant holding shares of Common Stock in the Trust shall instruct the
Trustee how to vote the shares of Company Stock attributable to such
participant's account, whether or not vested. The Trustee, itself or by proxy,
shall vote shares of Common Stock attributable to such participants accounts in
accordance with the instruction of such participants. If, within five business
days prior to any vote of stockholders, the Trustee has not received
insturctions from such participants with respect to any shares of Company Stock
in their accounts, the Trustee may vote such shares at such meeting in the same
proportion as the shares for which the Trustee has received timely instructions,
subject to applicable law.
**Shares of Common Stock in the Trust are held in various accounts, allocated by
the source of contribution (employer, the predecessor to the employer or the
employee) and may be disposed of by the Plan or the Trustee only in accordance
with the terms of the Trust.
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.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
<PAGE>
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 purpose or effect.
Signature
- ---------
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.
Date: January 31, 2000
Vanguard Fiduciary Trust Company, as Trustee for
Phillips Petroleum Company Grantor Trust
By:_______________________________
Name: Dennis Simmons
Title: Secretary
Page 4 of 4 Pages
