0000078214-01-500043.txt : 20011009
0000078214-01-500043.hdr.sgml : 20011009
ACCESSION NUMBER: 0000078214-01-500043
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010914
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010928
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PHILLIPS PETROLEUM CO
CENTRAL INDEX KEY: 0000078214
STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911]
IRS NUMBER: 730400345
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00720
FILM NUMBER: 1748046
BUSINESS ADDRESS:
STREET 1: PHILLIPS BUILDING
STREET 2: 800 PLAZA OFFICE BUILDING
CITY: BARTLESVILLE
STATE: OK
ZIP: 74004
BUSINESS PHONE: 9186616600
8-K
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tosco8k.txt
FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 14, 2001
PHILLIPS PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-720 73-0400345
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Phillips Building, Bartlesville, Oklahoma 74004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
918-661-6600
Item 2. Acquisition or Disposition of Assets.
On September 14, 2001, Phillips Petroleum Company, a Delaware
corporation (Phillips) completed its acquisition of Tosco
Corporation, a Nevada corporation (Tosco), through the merger
(the Merger) of Ping Acquisition Corp., a Nevada corporation and
wholly owned subsidiary of Phillips (Merger Subsidiary), with and
into Tosco, with Tosco as the surviving corporation in the
Merger, pursuant to the Merger Agreement, dated as of
February 4, 2001, by and among Phillips, Merger Subsidiary and
Tosco. As a result of the Merger, Tosco became a wholly owned
subsidiary of Phillips. Each share of Tosco common stock, par
value $0.75 per share, outstanding on September 14, 2001, was
converted into 0.8 of a share of Phillips common stock, par value
$1.25 per share.
Item 7. Financial Statements and Exhibits.
(a) Audited financial statements for Tosco for the two years
ended December 31, 2000 and 1999, and unaudited financial
statements for Tosco for the period ended June 30, 2001, are
not included in this report but are expected to be filed by
the end of October 2001.
(b) Pro Forma Financial Information.
The pro forma financial information related to the
acquisition of Tosco is not included in this report but is
expected to be filed by the end of October 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PHILLIPS PETROLEUM COMPANY
/s/ Rand C. Berney
September 28, 2001 -----------------------------
Rand C. Berney
Vice President and Controller
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