EXHIBIT 99.09
THRIFT/LTSSP
Vanguard Fiduciary Trust Company
P. O. Box 2900
Valley Forge, PA 19482
IMPORTANT THRIFT/LTSSP VOTING INSTRUCTIONS
PHILLIPS PETROLEUM COMPANY SPECIAL MEETING OF STOCKHOLDERS APRIL 11, 2001
We at Vanguard are pleased to be the Trustee for the Thrift Plan of
Phillips Petroleum Company ("Thrift Plan") and the Long-Term Stock Savings Plan
of Phillips Petroleum Company ("LTSSP").
This package contains your confidential Voting Direction cards to instruct
the Trustee of the Thrift Plan and the LTSSP how to vote shares of Phillips
Petroleum Company common stock described on the enclosed card(s). The voting
will take place at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m.
Also enclosed is the Joint Proxy Statement/Prospectus and the Company's
Notice of a Special Meeting of Stockholders on April 11, 2001. Please use these
to help you decide how to direct the way the Trustee (Vanguard Fiduciary Trust
Company) should vote.
PLEASE FOLLOW THE INSTRUCTIONS LISTED BELOW CAREFULLY.
NOTE: Only the voting card(s) that apply to you are enclosed.
YOUR VOTE IS IMPORTANT!
The Thrift Plan and LTSSP participants who direct the Trustee how to vote
shares held by these plans have an important voice in matters which affect
Phillips Petroleum Company.
You can vote in one of two ways:
--------------------------------------------------------------
ELECTION IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO
1 RICO OR CANADA, PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR
BEFORE APRIL 6, 2001. IF YOU VOTE BY TELEPHONE, PLEASE DO NOT
RETURN YOUR CARD(S) BY MAIL.
--------------------------------------------------------------
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR
SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 --
24 hours a day -- 7 days a week.
o Enter your eleven-digit Control Number which is indicated
on the bottom of the Voting Direction card.
--------------------------------------------------------------
Option 1: To vote as the Board of Directors recommends,
press 1. If you wish to vote separately for Proposal 1 and
Proposal 2, press 0.
--------------------------------------------------------------
When you press 1, your vote will be confirmed and cast as
you directed. END OF CALL
--------------------------------------------------------------
Option 2: If you chose to vote separately for the Proposal 1
and Proposal 2 you will hear the following instructions:
You may make your selection at any time.
To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
--------------------------------------------------------------
Your vote will be repeated and you will have an opportunity to
confirm it.
OR
ELECTION MARK, SIGN AND DATE YOUR CARD(S) AND RETURN PROMPTLY IN THE
2 ENCLOSED ENVELOPE. CARD(S) MUST BE RECEIVED BY APRIL 6, 2001.
IF YOU ARE OUTSIDE THE UNITED STATES, PUERTO RICO OR CANADA,
YOU MUST RETURN YOUR VOTING DIRECTION CARD BY MAIL TO VOTE.
00-130
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company Notice of a Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the Thrift Plan that you otherwise could have directed will
be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in
the enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THRIFT
THRIFT PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting on April 11, 2001.
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the Thrift Plan that I become a fiduciary of the
Thrift Plan for voting such shares; that I must act in the best interests of all
participants of the Thrift Plan when giving directions for voting shares not
representing my part of the Thrift Plan; that I have read and understand my
duties as a fiduciary as they are described on page 27 of the Thrift Summary
Plan Description/Prospectus dated July 1, 1999; and that I may decline to accept
the responsibility of a fiduciary as to such shares by NOT completing or
returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed
envelope for receipt by April 6, 2001. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card
by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
T
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
I direct that my pro rata portion of all shares of stock representing the
interest of Thrift Plan participants who fail to give voting direction be voted
by the Trustee as follows:
Please mark your votes as indicated in this example [ X ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
TF
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Special Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the LTSSP that you otherwise could have directed will be
directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in
the enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
LTSSP
LTSSP PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Special Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting on April 11, 2001.
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the LTSSP that I become a fiduciary of the LTSSP
for voting such shares; that I must act in the best interests of all
participants of the LTSSP when giving directions for voting shares not
representing my part of the LTSSP; that I have read and understand my duties as
a fiduciary as they are described on pages 17 and 18 of the LTSSP Summary Plan
Description/Prospectus dated July 1, 1999; and that I may decline to accept the
responsibility of a fiduciary as to such shares by NOT completing or returning
this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed
envelope for receipt by April 6, 2001. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card
by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the LTSSP be voted by the Trustee
as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
L
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
I direct that my pro rata portion of (1) all unallocated shares of stock in the
Employer Stock Fund and (2) all shares of stock representing the interest of
LTSSP participants who fail to give voting direction be voted by the Trustee as
follows:
Please mark your votes as indicated in this example [ X ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
LF
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the Thrift Plan that you otherwise could have directed will
be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
--
2. Mark, sign and date your Voting Direction card(s) and return promptly in
the enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
................................................................................
FOLD AND DETACH HERE
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Special Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the Thrift Plan that you otherwise could have directed will
be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
--
2. Mark, sign and date your card(s) and return promptly in the enclosed
envelope for receipt by April 6, 2001. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card
by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by April 6, 2001.
Dated:___________________________________________, 2001
_______________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE
FOLD AND DETACH HERE T
................................................................................
I direct that shares representing my part of the LTSSP be voted by the Trustee
as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by April 6, 2001.
Dated:___________________________________________, 2001
_______________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE
L
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Special Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the LTSSP that you otherwise could have directed will be
directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card and return promptly in the
enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Special Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of a Special Meeting on April 11, 2001.
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the LTSSP that I become a fiduciary of the LTSSP
for voting such shares; that I must act in the best interests of all
participants of the LTSSP when giving directions for voting shares not
representing my part of the LTSSP; that I have read and understand my duties as
a fiduciary as they are described on pages 17 and 18 of the LTSSP Summary Plan
Description/Prospectus dated July 1, 1999; and that I may decline to accept the
responsibility of a fiduciary as to such shares by NOT completing or returning
this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card and return promptly in the
enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the LTSSP to be voted by the
Trustee as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
L
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
I direct that my pro rata portion of (1) all unallocated shares of stock in the
Employer Stock Fund and (2) all shares of stock representing the interest of
LTSSP participants who fail to give voting direction be voted by the Trustee as
follows:
Please mark your votes as indicated in this example [ X ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
LF
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Special Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the LTSSP that you otherwise could have directed will be
directed by other eligible employees who elect to direct such shares.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone in the United
States, Puerto Rico or Canada, and follow the instructions on the reverse
side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card and return it promptly in
the enclosed envelope. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
PLEASE VOTE
I direct that shares representing my part of the LTSSP be voted by the Trustee
as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger contem-
plated thereby. Pursuant to the merger agreement, among other things, (a) Ping
Acquisition Corp. will merge with and into Tosco and (b) each outstanding share
of common stock, par value $0.75 per share, of Tosco will be converted into the
right to receive 0.80 of a share of Phillips common stock, in each case, subject
to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _____________________________, 2001
__________________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
L
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
B
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE APRIL 6, 2001. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
- --------------------------------------------------------------------------------
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
- --------------------------------------------------------------------------------
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for Proposal 1 and Proposal 2, press 0.
- --------------------------------------------------------------------------------
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
- --------------------------------------------------------------------------------
Option 2: If you chose to vote separately for Proposal 1 and Proposal 2, you
will hear the following instructions:
You may make your selection at any time.
To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
- --------------------------------------------------------------------------------
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the Thrift Plan that you otherwise could have directed will
be directed by other eligible employees who elect to direct such shares.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll-free 1-800-840-1208 on a touch-tone telephone in the United
States, Puerto Rico or Canada, and follow the instructions on the reverse
side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card and return it promptly in
the enclosed envelope. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
PLEASE VOTE
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger contem-
plated thereby. Pursuant to the merger agreement, among other things, (a) Ping
Acquisition Corp. will merge with and into Tosco and (b) each outstanding share
of common stock, par value $0.75 per share, of Tosco will be converted into the
right to receive 0.80 of a share of Phillips common stock, in each case, subject
to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _____________________________, 2001
__________________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
T
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
B
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE APRIL 6, 2001. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
- --------------------------------------------------------------------------------
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
- --------------------------------------------------------------------------------
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for Proposal 1 and Proposal 2, press 0.
- --------------------------------------------------------------------------------
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
- --------------------------------------------------------------------------------
Option 2: If you chose to vote separately for Proposal 1 and Proposal 2, you
will hear the following instructions:
You may make your selection at any time.
To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
- --------------------------------------------------------------------------------
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes on the back of this card, if you return
this card unsigned, and if you do not vote by telephone on or before April 6,
2001, any shares in the Thrift Plan that you otherwise could have directed will
be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in
the enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THRIFT
THRIFT PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of Special Meeting on April 11, 2001.
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the Thrift Plan that I become a fiduciary of the
Thrift Plan for voting such shares; that I must act in the best interests of all
participants of the Thrift Plan when giving directions for voting shares not
representing my part of the Thrift Plan; that I have read and understand my
duties as a fiduciary as they are described on page 27 of the Thrift Summary
Plan Description/Prospectus dated July 1, 1999; and that I may decline to accept
the responsibility of a fiduciary as to such shares by NOT completing or
returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed
envelope for receipt by April 6, 2001. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card
by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the Thrift Plan to be voted by the
Trustee as follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
T
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
I direct that my pro rata portion of all shares of stock representing the
interest of Thrift Plan participants who fail to give voting direction be voted
by the Trustee as follows:
Please mark your votes as indicated in this example [ X ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: _______________________, 2001
______________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
PLEASE VOTE
TF
[Letterhead of Phillips Petroleum]
March 7, 2001
To: Phillips Domestic Employees
On December 14, 1995, the Compensation and Benefits Arrangements Stock Trust
("CBT") was established for the Company to use in its sole discretion to meet
its obligations with respect to various compensation and benefits arrangements.
The CBT holds approximately 27.9 million shares of the Company's common stock.
The Trustee for the CBT is Vanguard Fiduciary Trust Company ("Trustee").
Under the terms of the CBT, the Trustee is required to seek voting instructions
for the CBT shares from domestic and certain foreign employees of the Company
and subsidiaries who participate in Company stock-related benefit plans and
arrangements.
Enclosed is the Voting Direction card. If you choose to exercise this
opportunity to vote, your vote will be given equal weight to that of all
employees who elect to vote, and those directions will govern the Trustee's vote
of approximately 95 percent of the 27.9 million shares. The remaining CBT
shares will be voted by foreign employees under similar arrangements.
These 27.9 million shares in the CBT represent approximately 10 percent of
Phillips stock eligible to be voted at the Special Stockholders Meeting on
April 11, 2001. These shares, combined with the approximately 12 percent stock
ownership held by the Thrift Plan of Phillips Petroleum Company and the Long-
Term Stock Savings Plan of Phillips Petroleum Company, give employees a strong
voice in the direction of the Company.
Phillips Petroleum Company
Enclosure
CBT DOMESTIC CONFIDENTIAL VOTING DIRECTION
Phillips Petroleum Company Special Meeting of Stockholders April 11, 2001
COMPLETE THE INFORMATION BELOW TO VOTE DOMESTIC SHARES AS A DIRECTING FIDUCIARY.
The undersigned hereby directs that Vanguard Fiduciary Trust Company, Trustee
of the Phillips Petroleum Company Compensation and Benefits Arrangements Stock
Trust ("CBT") vote all shares of Phillips Petroleum Company common stock
(described on the back of this Voting Direction card) at the Phillips Petroleum
Company Special Meeting of Stockholders to be held at the Adams Building, 4th
Street and Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00
a.m. and any adjournment thereof, in the manner indicated on the back of this
card as to the matters shown and at its discretion as to any other matters that
come before the meeting, all as described in the Joint Proxy
Statement/Prospectus and the Company's Notice of a Special Meeting.
I understand that by electing to direct the Trustee's vote of domestic shares
held in the CBT, that I become a directing fiduciary of the CBT for voting such
shares; and that I may decline to accept the responsibility of a directing
fiduciary as to such shares by NOT completing and returning this Voting
Direction card or NOT voting by telephone. If Mellon Investor Services LLC, the
Tabulator for the Trustee, Vanguard Fiduciary Trust Company, does not receive
this card by April 10, 2001, if you do not fill in any boxes or if you return
this card unsigned, and if you do not vote by telephone on or before April 10,
2001, the Trustee will conclusively presume that you have rejected your
appointment as a directing fiduciary and any shares in the CBT that you
otherwise could have directed will be directed by other eligible employees who
elect to direct such shares.
- --------------------------------------------------------------------------------
This package contains your confidential Voting Direction card to instruct the
Trustee of the CBT how to vote shares of Phillips Petroleum Company common stock
described on the back of the card.
Also enclosed is the Joint Proxy Statement/Prospectus and the Company's Notice
of a Special Meeting. Please use these to help you decide how to direct the way
the Trustee (Vanguard Fiduciary Trust Company) should vote.
- --------------------------------------------------------------------------------
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll-free 1-800-840-1208 on or before April 10, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction and return it promptly in the
enclosed envelope for receipt by April 10, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
PLEASE VOTE
Employees who direct the CBT Trustee how to vote shares held by this trust have
an important voice in matters which affect Phillips Petroleum Company
I direct that my allocated portion of domestic shares held in the CBT which
includes shares representing the interests of employees who fail to give voting
directions be voted by the Trustee as follows:
Please mark
your votes as [X]
indicated in
this example
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 10, 2001.
Dated: ___________________________________________, 2001
______________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE APRIL 10, 2001. IF YOU VOTE
BY TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
- --------------------------------------------------------------------------------
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
. On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day -- 7
days a week.
. Enter your eleven-digit Control Number which is indicated below.
- --------------------------------------------------------------------------------
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for Proposal 1 and Proposal 2, press 0.
- --------------------------------------------------------------------------------
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
- --------------------------------------------------------------------------------
Option 2: If you chose to vote separately for Proposal 1 and Proposal 2, you
will hear the following instructions:
You may make your selection at any time.
To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
- --------------------------------------------------------------------------------
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
RSP CONFIDENTIAL VOTING DIRECTION
Phillips Petroleum Company Special Meeting of Stockholders
April 11, 2001
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Retirement Savings of Phillips Petroleum Company ("RSP") vote all
shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Special Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m. and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Joint Proxy Statement/Prospectus and the
Company's Notice of Special Meeting on April 11, 2001.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Vanguard
Fiduciary Trust Company, does not receive this Voting Direction card by April 6,
2001, if you do not fill in any boxes, if you return this card unsigned, and if
you do not vote by telephone on or before April 6, 2001, any shares representing
your part of the Retirement Savings Plan will be voted by the Trustee at the
Trustee's discretion.
- --------------------------------------------------------------------------------
This package contains your confidential Voting Direction card to instruct
the Trustee of the RSP how to vote shares of Phillips Petroleum Company Common
stock described on the back of the card below representing your interest in the
RSP.
Also enclosed is the Joint Proxy Statement/Prospectus and the Company's
Notice of a Special Meeting. Please use these to help you decide how to direct
the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
- --------------------------------------------------------------------------------
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll-free 1-800-840-1208 on or before April 6, 2001, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction and return it promptly in the
enclosed envelope for receipt by April 6, 2001. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting
Direction card by mail to vote.
PLEASE VOTE
- --------------------------------------------------------------------------------
I direct that shares representing my part of the RSP be voted by the Trustee as
follows:
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 1 to approve the issuance of shares of
common stock, par value $1.25 per share, of Phillips pursuant to the Agreement
and Plan of Merger, dated as of February 4, 2001, by and among Phillips, Ping
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of
Phillips, and Tosco Corporation, a Nevada corporation, and the merger
contemplated thereby. Pursuant to the merger agreement, among other things, (a)
Ping Acquisition Corp. will merge with and into Tosco and (b) each outstanding
share of common stock, par value $0.75 per share, of Tosco will be converted
into the right to receive 0.80 of a share of Phillips common stock, in each
case, subject to the terms and conditions of the merger agreement.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Company recommends a vote FOR: Proposal 2 to amend Phillips' Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 500 million shares to one billion shares. Approval of this
proposal is not a condition to completion of the merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Unless you vote by telephone, please mark, date, sign and return this Voting
Direction card for receipt by April 6, 2001.
Dated: ___________________________________________, 2001
______________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the same as the
name imprinted hereon.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE APRIL 6, 2001. IF YOU VOTE
BY TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
- --------------------------------------------------------------------------------
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
. On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
. Enter your eleven-digit Control Number which is indicated below.
- --------------------------------------------------------------------------------
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for Proposal 1 and Proposal 2, press 0.
- --------------------------------------------------------------------------------
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
- --------------------------------------------------------------------------------
Option 2: If you chose to vote separately for Proposal 1 and Proposal 2, you
will hear the following instructions:
You may make your selection at any time.
To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
- --------------------------------------------------------------------------------
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
SPECIAL TELEPHONE VOTING INFORMATION
Your eleven-digit Control Number for telephone voting is located in the lower
right hand corner of each Voting Direction card. If you choose to vote by
telephone, you must make a separate phone call to vote each Control Number.
There is no charge to you for these calls.
ENGLISH VERSION OF GERMAN LETTER
- --------------------------------
Hill Samuel Offshore Trust Company Ltd
Date : 7 March 2001
To : Participants in the Phillips Petroleum Overseas
Stock Savings Plan (Emden-Germany)
Dear Participant,
Enclosed is notice of a Special Meeting of the Phillips Petroleum Company
Shareholders to be held on Wednesday 11th April 2001 and a joint proxy
statement/prospectus to approve the issuance of shares of Phillips common stock
under an Agreement and Plan of Merger under which Phillips will acquire Tosco
Corporation, and to approve an amendment to Phillips' Restated Certificate of
Incorporation to increase the number of authorized shares of Phillips common
stock.
The Trustee of the Stock Savings Plan is the registered holder of the shares and
has the right to attend and vote at the Meeting. However, you are entitled to
instruct the Trustee on how to vote on the resolutions to be proposed at the
Meeting. If you wish to do so, you should complete the enclosed Voting
Instruction Form and return it, using the enclosed pre-addressed envelope, to
reach the Trustee by no later than 2:00 p.m. on Friday 6th April 2001.
If you do not instruct the Trustee on how to vote, your shares will be voted in
the same way and in the same proportions as those for which the Trustee receives
directions from other participants. Results of the Plan's voting will also be
used to vote a portion of the Phillips Petroleum Company Compensation and
Benefits Stock Arrangement Trust.
As you will see the attached documentation is in English. Should you require
any help in understanding the documentation, please do not hesitate to contact
your Employee Relations Department.
Yours faithfully
HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
PHILLIPS PETROLEUM OVERSEAS
STOCK SAVINGS PLAN (EMDEN-GERMANY)
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this entire form.
---------------------------------------------------
I, the undersigned being a participant in the Plan, hereby instruct Hill Samuel
Offshore Trust Company Limited (the Trustee of the Plan) to vote or cause to be
voted any Common Stock of Phillips Petroleum Company held by them on my behalf
and entitled to vote at a Special Meeting of Stockholders to be held on
Wednesday 11th April 2001 or at any adjournment thereof.
PLEASE INDICATE WITH AN [X] IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE TO BE
CAST.
The Company recommends a vote FOR:
PROPOSAL 1: To approve the issuance of shares of common stock, par value $1.25
per share, of Phillips pursuant to the Agreement and Plan of Merger, dated as of
February 4, 2001, by and among Phillips, Ping Acquisition Corp., a Nevada
corporation and a wholly owned subsidiary of Phillips, and Tosco Corporation, a
Nevada corporation, and the merger contemplated thereby. Pursuant to the merger
agreement, among other things, (a) Ping Acquisition Corp. will merge with and
into Tosco and (b) each outstanding share of common stock, par value $0.75 per
share, of Tosco will be converted into the right to receive 0.80 of a share of
Phillips common stock, in each case, subject to the terms and conditions of the
merger agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 2: To amend Phillips Petroleum Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
500 million shares to one billion shares. Approval of this proposal is not a
condition to completion of the merger.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
NAME (in block capitals please).............................................
SIGNATURE.......................................................................
DATE ...........................................
NOTES: 1. Full details of the items are contained in the enclosed joint proxy
statement/prospectus.
2. To be effective this form of direction must be mailed using the
enclosed pre-addressed envelope to reach the Trustee no later than
2 p.m. on Friday 6th April 2001.
3. If the Trustee does not receive any voting direction from you, your
shares will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants. Results of the Plan's voting will also be used to
vote a portion of the Phillips Petroleum Company Compensation and
Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL NOT DIVULGE
YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY OF ITS SUBSIDIARY
COMPANIES.
ENGLISH VERSION OF NORWEGIAN LETTER
- -----------------------------------
Hill Samuel Offshore Trust Company Ltd
Date : 7 March 2001
To : Participants in the Phillips Petroleum Company Overseas
Stock Savings Plan (Norway)
Dear Participant,
Enclosed is notice of a Special Meeting of the Phillips Petroleum Company
Shareholders to be held on Wednesday 11th April 2001 and a joint proxy
statement/prospectus to approve the issuance of shares of Phillips common stock
under an Agreement and Plan of Merger under which Phillips will acquire Tosco
Corporation, and to approve an amendment to Phillips' Restated Certificate of
Incorporation to increase the number of authorized shares of Phillips common
stock.
The Trustee of the Stock Savings Plan is the registered holder of the shares and
has the right to attend and vote at the Meeting. However, you are entitled to
instruct the Trustee on how to vote on the resolutions to be proposed at the
Meeting. If you wish to do so, you should complete the enclosed Voting
Instruction Form and return it, using the enclosed pre-addressed envelope, to
reach the Trustee by no later than 2:00 p.m. on Friday 6th April 2001.
If you do not instruct the Trustee on how to vote, your shares will be voted in
the same way and in the same proportions as those for which the Trustee receives
directions from other participants. Results of the Plan's voting will also be
used to vote a portion of the Phillips Petroleum Company Compensation and
Benefits Stock Arrangement Trust.
As you will see the attached documentation is in English. Should you require any
help in understanding the documentation, please do not hesitate to contact your
Employee Relations Department.
Yours faithfully
HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
PHILLIPS PETROLEUM OVERSEAS
STOCK SAVINGS PLAN (NORWAY)
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this entire form.
--------------------------------------------
I, the undersigned being a participant in the Plan, hereby instruct Hill Samuel
Offshore Trust Company Limited (the Trustee of the Plan) to vote or cause to be
voted any Common Stock of Phillips Petroleum Company held by them on my behalf
and entitled to vote at a Special Meeting of Stockholders to be held on
Wednesday 11th April 2001 or at any adjournment thereof.
PLEASE INDICATE WITH AN [X] IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE TO BE
CAST.
The Company recommends a vote FOR:
PROPOSAL 1: To approve the issuance of shares of common stock, par value $1.25
per share, of Phillips pursuant to the Agreement and Plan of Merger, dated as of
February 4, 2001, by and among Phillips, Ping Acquisition Corp., a Nevada
corporation and a wholly owned subsidiary of Phillips, and Tosco Corporation, a
Nevada corporation, and the merger contemplated thereby. Pursuant to the merger
agreement, among other things, (a) Ping Acquisition Corp. will merge with and
into Tosco and (b) each outstanding share of common stock, par value $0.75 per
share, of Tosco will be converted into the right to receive 0.80 of a share of
Phillips common stock, in each case, subject to the terms and conditions of the
merger agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 2: To amend Phillips Petroleum Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
500 million shares to one billion shares. Approval of this proposal is not a
condition to completion of the merger.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
NAME (in block capitals please).................................................
SIGNATURE.................................................................
DATE...............................
NOTES: 1. Full details of the items are contained in the enclosed joint proxy
statement/prospectus.
2. To be effective this form of direction must be mailed using the
enclosed pre-addressed envelope to reach the Trustee no later than
2 p.m. on Friday 6th April 2001.
3. If the Trustee does not receive any voting direction from you, your
shares will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants. Results of the Plan's voting will also be used to
vote a portion of the Phillips Petroleum Company Compensation and
Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL NOT DIVULGE
YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY OF ITS SUBSIDIARY
COMPANIES.
Noble Lowndes Settlement Trustees Limited
Reference: AT/NH
Date: 7 March 2001
To: Participants in The Employee Share Allocation Scheme of
Phillips Petroleum Company United Kingdom Limited
Dear Participant,
Enclosed is notice of a Special Meeting of Phillips Petroleum Company
Shareholders to be held on Wednesday 11th April 2001 and a Joint Proxy
Statement/Prospectus to approve the issuance of shares of Phillips common stock
under an Agreement and Plan of Merger under which Phillips will acquire Tosco
Corporation, and to approve an amendment to Phillips' Restated Certificate of
Incorporation to increase the number of authorized shares of Phillips common
stock.
The Trustee of the Share Allocation Scheme is the registered holder of the
shares and has the right to attend and vote at the Meeting. However, you are
entitled to instruct the Trustee on how to vote on the resolutions to be
proposed at the Meeting. If you wish to do so, you should complete the enclosed
Voting Instruction Form and return it, using the enclosed pre-paid envelope, to
reach the Trustee by not later than 2:00 p.m. on Friday 6th April 2001.
If you do not instruct the Trustee on how to vote, your shares will be voted in
the same way and in the same proportions as those for which the Trustee receives
directions from other participants. Results of the Plan's voting will also be
used to vote a portion of the Phillips Petroleum Company Compensation and
Benefits Stock Arrangement Trust.
Yours faithfully
NOBLE LOWNDES SETTLEMENT TRUSTEES LIMITED
5 Bedford Park, Croydon, Surrey CR9 2ZT Tel 020-8260-2466
THE EMPLOYEE SHARE ALLOCATION SCHEME OF PHILLIPS PETROLEUM
COMPANY UNITED KINGDOM LIMITED
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this entire form.
----------------------------------------------------
I, the undersigned being a participant in the Scheme, hereby instruct Noble
Lowndes Settlement Trustees Limited (the Trustee of the Scheme) to vote or cause
to be voted any Common Stock of Phillips Petroleum Company held by them on my
behalf and entitled to vote at a Special Meeting of Stockholders to be held on
Wednesday 11th April 2001 or at any adjournment thereof.
PLEASE INDICATE WITH AN [X] IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE TO BE
CAST.
The Company recommends a vote FOR:
PROPOSAL 1: To approve the issuance of shares of common stock, par value $1.25
per share, of Phillips pursuant to the Agreement and Plan of Merger, dated as of
February 4, 2001, by and among Phillips, Ping Acquisition Corp., a Nevada
corporation and a wholly owned subsidiary of Phillips, and Tosco Corporation, a
Nevada corporation, and the merger contemplated thereby. Pursuant to the merger
agreement, among other things, (a) Ping Acquisition Corp. will merge with and
into Tosco and (b) each outstanding share of common stock, par value $0.75 per
share, of Tosco will be converted into the right to receive 0.80 of a share of
Phillips common stock, in each case, subject to the terms and conditions of the
merger agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 2: To amend Phillips Petroleum Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
500 million shares to one billion shares. Approval of this proposal is not a
condition to completion of the merger.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
NAME (in block capitals please)................................................
SIGNATURE...............................................................
DATE..........................
NOTES: 1. Full details of the items are contained in the enclosed joint proxy
statement/prospectus.
2. To be effective this form of direction must be mailed using the
enclosed pre-paid envelope to reach the Trustee no later than 2 p.m.
on Friday 6th April 2001.
3. If the Trustee does not receive any voting direction from you, your
shares will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants. Results of the Plan's voting will also be used to
vote a portion of the Phillips Petroleum Company Compensation and
Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL NOT DIVULGE
YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY OF ITS SUBSIDIARY
COMPANIES.
Canada Trust Company
Date: 7 March 2001
To: Participants in the Phillips Petroleum Resources, Ltd.
Employee Savings Plan
Dear Participant,
Enclosed is notice of a Special Meeting of the Phillips Petroleum Company
Shareholders to be held on Wednesday 11th April 2001 and a joint proxy
statement/prospectus to approve the issuance of shares of Phillips common stock
under an Agreement and Plan of Merger under which Phillips will acquire Tosco
Corporation, and to approve an amendment to Phillips' Restated Certificate of
Incorporation to increase the number of authorized shares of Phillips common
stock.
Canada Trust Company, the Trustee of the Plan and the registered holder of the
shares, has the right to attend and vote at the Meeting. However, you are
entitled to instruct the Trustee on how to vote on the resolutions to be
proposed at the Meeting. If you wish to do so, you should complete the enclosed
Voting Instruction Form and return it, using the enclosed pre-paid envelope, to
reach Canada Trust Company by not later than 2:00 p.m. on Friday 6th April 2001.
If you do not instruct the Trustee on how to vote, your shares will be voted in
the same way and in the same proportions as those for which the Trustee receives
directions from other participants.
Yours faithfully
CANADA TRUST COMPANY
PHILLIPS PETROLEUM RESOURCES, LTD.
EMPLOYEE SAVINGS PLAN
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this entire form.
------------------------------------------------------
I, the undersigned being a participant in the Plan, hereby instruct Canada Trust
Company, the Trustee of the Plan, to vote or cause to be voted any Common Stock
of Phillips Petroleum Company held by it on my behalf at a Special Meeting of
Stockholders to be held on Wednesday 11th April 2001 or at any adjournment
thereof as follows:
PLEASE INDICATE WITH AN [X] IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE TO BE
CAST.
The Company recommends a vote FOR:
PROPOSAL 1: To approve the issuance of shares of common stock, par value $1.25
per share, of Phillips pursuant to the Agreement and Plan of Merger, dated as of
February 4, 2001, by and among Phillips, Ping Acquisition Corp., a Nevada
corporation and a wholly owned subsidiary of Phillips, and Tosco Corporation, a
Nevada corporation, and the merger contemplated thereby. Pursuant to the merger
agreement, among other things, (a) Ping Acquisition Corp. will merge with and
into Tosco and (b) each outstanding share of common stock, par value $0.75 per
share, of Tosco will be converted into the right to receive 0.80 of a share of
Phillips common stock, in each case, subject to the terms and conditions of the
merger agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 2: To amend Phillips Petroleum Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
500 million shares to one billion shares. Approval of this proposal is not a
condition to completion of the merger.
NAME (in block capitals please)................................................
SIGNATURE................................................................
DATE............................................
NOTES: 1. Full details of the items are contained in the enclosed joint proxy
statement/prospectus.
2. To be effective this form of direction must be mailed using the
enclosed pre-paid envelope to reach the Trustee no later than 2 p.m.
on Friday, 6th April 2001.
3. If the Trustee does not receive any voting direction from you, your
shares will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL NOT DIVULGE
YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY OF ITS SUBSIDIARY
COMPANIES.