EXHIBIT 99.01
[LOGO]
P R O X Y P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PHILLIPS PETROLEUM COMPANY
Special Meeting April 11, 2001
The undersigned hereby appoints J. MULVA, T. MORRIS and J. CARRIG as proxy
holders with power of substitution, or, if all do not act on a matter, those who
do act, to vote all stock which the undersigned could vote at the Company's
Special Stockholders' Meeting to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on April 11, 2001, at 10:00 a.m., and at
any adjournment thereof, in the manner stated herein as to the following matters
and in their discretion on 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.
This Proxy is Continued on the Reverse Side
Please Sign on the Reverse Side and Return Promptly
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FOLD AND DETACH HERE
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 proxy card and return it promptly in the enclosed
envelope. If you are outside the United States, Puerto Rico or Canada, you
must return your proxy card by mail to vote.
PLEASE VOTE
This Proxy will be voted or not voted as you direct below. In the absence of
such direction, it will be voted FOR Proposal 1 and Proposal 2.
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 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
[ ] [ ] [ ]
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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
[ ] [ ] [ ]
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I PLAN TO ATTEND THE SPECIAL MEETING [ ]
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Please mark, date, sign and return this proxy card promptly. To
vote in accordance with the Company's recommendations no
boxes need be checked.
Dated: ___________________________________________, 2001
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Signature(s) of Stockholder(s)
Your signature(s) on this proxy form should be exactly the same as the name(s)
imprinted hereon. Persons signing as executors, administrators, trustees, or in
similar capabilities, should so indicate.
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FOLD AND DETACH HERE
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IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW. IF YOU VOTE BY TELEPHONE, PLEASE DO NOT
RETURN YOUR CARD BY MAIL.
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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.
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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.
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When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
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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.
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Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING