FORM 10-K/A
Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-720
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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 or organization) Identification No.)
Phillips Building, Bartlesville, Oklahoma 74004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 918-661-6600
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Filing Additional Exhibits
Item 14. Exhibits
The registrant is filing with this Amendment No. 1 Annual Reports
on Form 11-K for the Thrift Plan of Phillips Petroleum Company,
the Long-Term Stock Savings Plan of Phillips Petroleum Company
and the Retirement Savings Plan of Phillips Petroleum Company.
1
PHILLIPS PETROLEUM COMPANY
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
3(i) 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,
File No. 1-720).
(ii) Bylaws of Phillips Petroleum Company, as amended
effective September 13, 1999 (incorporated by
reference to Exhibit 3(ii) to Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999,
File No. 1-720).
4(a) Indenture dated as of September 15, 1990, between
Phillips Petroleum Company and U.S. Bank Trust
National Association, formerly First Trust National
Association (formerly Continental Bank, National
Association), relating to the 9 1/2% Notes due 1997
and the 9 3/8% Notes due 2011 (incorporated by
reference to Exhibit 4(a) to Annual Report on
Form 10-K for the year ended December 31, 1996,
File No. 1-720).
(b) Indenture dated as of September 15, 1990, as
supplemented by Supplemental Indenture No. 1 dated
May 23, 1991, between Phillips Petroleum Company and
U.S. Bank Trust National Association, formerly First
Trust National Association (formerly Continental
Bank, National Association), relating to the 9.18%
Notes due September 15, 2021; the 9% Notes due 2001;
the 8.86% Notes due May 15, 2022; the 8.49% Notes due
January 1, 2023; the 7.92% Notes due April 15, 2023;
the 7.20% Notes due November 1, 2023; the 6.65% Notes
due March 1, 2003; the 7.125% Debentures due
March 15, 2028; the 6.65% Debentures due July 15,
2018; the 7% Debentures due 2029; the 6 3/8% Notes
due 2009; the 8.5% Notes due 2005; and the 8.75%
Notes due 2010 (incorporated by reference to Exhibit
4(b) to Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-720).
2
PHILLIPS PETROLEUM COMPANY
INDEX TO EXHIBITS
(Continued)
Exhibit
Number Description
- ------- -----------
4(c) Preferred Share Purchase Rights as described in the
Rights Agreement dated as of August 1, 1999, between
Phillips Petroleum Company and ChaseMellon
Shareholder Services, L.L.C. (incorporated by
reference to Exhibit 4.1 to Current Report on
Form 8-K filed July 12, 1999, File No. 1-720).
The company incurred during 2000 certain long-term
debt not registered pursuant to the Securities
Exchange Act of 1934. No instrument with respect to
such debt is being filed since the total amount of
the securities authorized under any such instrument
did not exceed 10 percent of the total assets of the
company on a consolidated basis. The company hereby
agrees to furnish to the U.S. Securities and Exchange
Commission upon its request a copy of such instrument
defining the rights of the holders of such debt.
Material Contracts
10(a) Trust Agreement dated December 12, 1995, between
Phillips Petroleum Company and Vanguard Fiduciary
Trust Company, as Trustee of the Phillips Petroleum
Company Compensation and Benefits Arrangements Stock
Trust (incorporated by reference to Exhibit 10(c) to
Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 1-720).
(b) Contribution Agreement, dated as of December 16, 1999,
by and among Phillips Petroleum Company, Duke Energy
Corporation and Duke Energy Field Services, LLC
(incorporated by reference to Exhibit 99.1 to Current
Report on Form 8-K, filed December 22, 1999, File
No. 1-720).
(c) Governance Agreement, dated as of December 16, 1999, by
and among Phillips Petroleum Company, Duke Energy
Corporation and Duke Energy Field Services, LLC
(incorporated by reference to Exhibit 99.2 to Current
Report on Form 8-K, filed December 22, 1999, File
No. 1-720).
3
PHILLIPS PETROLEUM COMPANY
INDEX TO EXHIBITS
(Continued)
Exhibit
Number Description
- ------- -----------
10(d) Amended and Restated Limited Liability Company
Agreement of Duke Energy Field Services, LLC, dated
as of March 31, 2000, by and between Phillips Gas
Company and Duke Energy Field Services Corporation
(incorporated by reference to Exhibit 99.1 to Current
Report on Form 8-K, filed April 13, 2000, File
No. 1-720).
(e) Parent Company Agreement, dated as of March 31, 2000,
by and among Phillips Petroleum Company, Duke Energy
Corporation, Duke Energy Field Services, LLC, and
Duke Energy Field Services Corporation (incorporated
by reference to Exhibit 99.2 to Current Report on
Form 8-K, filed April 13, 2000, File No. 1-720).
(f) Contribution Agreement, dated as of May 23, 2000, by
and among Phillips Petroleum Company, Chevron
Corporation and Chevron Phillips Chemical Company LLC
(incorporated by reference to Exhibit 2.1 to Current
Report on Form 8-K, filed June 1, 2000, File
No. 1-720).
(g) Amended and Restated Limited Liability Company
Agreement of Chevron Phillips Chemical Company LLC,
dated as of July 1, 2000, by and between Phillips
Petroleum Company, Chevron Corporation, Chevron
U.S.A. Inc., Chevron Overseas Petroleum Inc., Chevron
Pipe Line Company, Drilling Specialties Co.,
WesTTex 66 Pipeline Co., and Phillips Petroleum
International Corporation (incorporated by reference
to Exhibit 99.1 to Current Report on Form 8-K filed
July 14, 2000, File No. 1-720).
(h) Master Purchase and Sale Agreement dated as of
March 15, 2000, as amended as of April 6, 2000, among
Atlantic Richfield Company, CH-Twenty, Inc., BP Amoco
p.l.c. and Phillips Petroleum Company (incorporated
by reference to Exhibit 2 to Current Report on
Form 8-K, filed April 18, 2000, File No. 1-720).
4
PHILLIPS PETROLEUM COMPANY
INDEX TO EXHIBITS
(Continued)
Exhibit
Number Description
- ------- -----------
Management Contracts and Compensatory Plans or Arrangements
10(i) 1986 Stock Plan of Phillips Petroleum Company
(incorporated by reference to Exhibit 10(d) to Annual
Report on Form 10-K for the year ended December 31,
1997, File No. 1-720).
(j) 1990 Stock Plan of Phillips Petroleum Company
(incorporated by reference to Exhibit 10(e) to Annual
Report on Form 10-K for the year ended December 31,
1997, File No. 1-720).
(k) Annual Incentive Compensation Plan of Phillips
Petroleum Company (incorporated by reference to
Exhibit 10(f) to Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-720).
(l) Incentive Compensation Plan of Phillips Petroleum
Company (incorporated by reference to Exhibit 10(g)
to Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 1-720).
(m) Principal Corporate Officers Supplemental Retirement
Plan of Phillips Petroleum Company (incorporated by
reference to Exhibit 10(h) to Annual Report on
Form 10-K for the year ended December 31, 1995,
File No. 1-720).
(n) Phillips Petroleum Company Supplemental Executive
Retirement Plan.*
(o) Key Employee Deferred Compensation Plan of Phillips
Petroleum Company.*
(p) Non-Employee Director Retirement Plan of Phillips
Petroleum Company (incorporated by reference to
Exhibit 10(k) to Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-720).
5
PHILLIPS PETROLEUM COMPANY
INDEX TO EXHIBITS
(Continued)
Exhibit
Number Description
- ------- -----------
10(q) Omnibus Securities Plan of Phillips Petroleum Company
(incorporated by reference to Exhibit 10(l) to Annual
Report on Form 10-K for the year ended December 31,
1997, File No. 1-720).
(r) Deferred Compensation Plan for Non-Employee Directors
of Phillips Petroleum Company (incorporated by
reference to Exhibit 10(m) to Annual Report on
Form 10-K for the year ended December 31, 1998,
File No. 1-720).
(s) Key Employee Missed Credited Service Retirement Plan of
Phillips Petroleum Company.*
(t) Phillips Petroleum Company Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10(o)
to Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-720).
(u) Key Employee Supplemental Retirement Plan of Phillips
Petroleum Company.*
(v) Defined Contribution Makeup Plan of Phillips Petroleum
Company.*
(w) Phillips Petroleum Company Executive Severance Plan
(incorporated by reference to Exhibit 10(a) to
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, File No. 1-720).
12 Computation of Ratio of Earnings to Fixed Charges.*
21 List of Subsidiaries of Phillips Petroleum Company.*
23 Consent of Independent Auditors.*
99(a) Form 11-K, Annual Report, of the Thrift Plan of
Phillips Petroleum Company for the fiscal year ended
December 31, 2000.
6
PHILLIPS PETROLEUM COMPANY
INDEX TO EXHIBITS
(Continued)
Exhibit
Number Description
- ------- -----------
99(b) Form 11-K, Annual Report, of the Long-Term Stock
Savings Plan of Phillips Petroleum Company for the
fiscal year ended December 31, 2000.
(c) Form 11-K, Annual Report, of the Retirement Savings
Plan of Phillips Petroleum Company for the fiscal
year ended December 31, 2000.
*Filed with the original Annual Report on Form 10-K for the year
ended December 31, 2000.
Copies of the exhibits listed in this Index to Exhibits are
available upon request for a fee of $3.00 per document. Such
request should be addressed to:
Secretary
Phillips Petroleum Company
1234 Adams Building
Bartlesville, OK 74004
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
PHILLIPS PETROLEUM COMPANY
/s/ Rand C. Berney
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Rand C. Berney
Vice President and Controller
(Chief Accounting and
Duly Authorized Officer)
June 22, 2001
8