-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2ia3PzTAaue4lu3kWBbH8RRGBp5P4tLsq0yMm+jojSfyJVLmEqiGAnO8Mm8m8U2 EFDIBKY+yM8H51D9b9k0qQ== 0000009749-96-000052.txt : 20030213 0000009749-96-000052.hdr.sgml : 20030213 19960214113237 ACCESSION NUMBER: 0000009749-96-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: AMEX SROS: NYSE SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10105 FILM NUMBER: 96518569 BUSINESS ADDRESS: STREET 1: PHILLIPS BUILDING STREET 2: 800 PLAZA OFFICE BUILDING CITY: BARTLESVILLE STATE: OK ZIP: 74004 BUSINESS PHONE: 9186616600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G 1 PHILLIPS PETROLEUM COS INC. 13-G FILING BANKERS TRUST COMPANY One Bankers Trust Plaza New York, New York 10006 Damian P. Reitemeyer Mailing Address: Vice President P.O. Box 318 Telephone: 212-250-4599 Church Street Station New York, NY 10008 February 14, 1996 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on Phillips Petroleum Co Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy ofthe Schedule 13G with respect to the common stock of the abovereferenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation. Sincerely, /s/ Damian P. Reitemeyer Enclosures SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 6 )* ____ Phillips Petroleum Co _______________________________________ NAME OF ISSUER: Common Stock (Par Value $1.25) _______________________________________ TITLE OF CLASS OF SECURITIES 718507106 _______________________________________ CUSIP NUMBER Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 8 Pages CUSIP No. 718507106 Page 2 of 8 Pages 1.NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation and its wholly-owned subsidiaries, Bankers Trust Company (as Trustee for various trusts and employee benefit plans, and investment advisor) and BT Securities Corporation 13-6180473 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Bankers Trust New York Corporation, Bankers Trust Company, and BT Securities Corporation are New York Corporations. NUMBER OF 5. SOLE VOTING POWER SHARES Bankers Trust Company 2,217,517 shares BT Securities Corporation 2,000 shares 2,219,517 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Bankers Trust Company 0 shares BT Securities Corporation 0 shares 0 shares EACH 7. SOLE DISPOSITIVE POWER REPORTING Bankers Trust Company 4,085,567 shares BT Securities Corporation 2,000 shares 4,087,567 shares PERSON 8. SHARED DISPOSITIVE POWER WITH Bankers Trust Company 27,209 shares BT Securities Corporation 0 shares 27,209 shares 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Bankers Trust Company 4,112,776 shares BT Securities Corporation 2,000 shares 4,114,776 shares CUSIP No. 718507106 Page 3 of 8 Pages 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [X] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Bankers Trust Company 1.6% BT Securities Corporation 0.0% 1.6% 12.TYPE OF REPORTING PERSON * Bankers Trust New York Corporation - HC Bankers Trust Company - BK BT Securities Corporation - BD CUSIP No. 718507106 Page 4 of 8 Pages DISCLAIMER OF BENEFICIAL OWNERSHIP THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK CORPORATION, BANKERS TRUST COMPANY (THE BANK ), (AS TRUSTEE FOR VARIOUS TRUSTS AND EMPLOYEE BENEFIT PLANS AND INVESTMENT ADVISOR) AND BT SECURITIES CORPORATION IS, FOR THE PURPOSE OF SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)(ii) HEREOF. Item 1(a) NAME OF ISSUER: Phillips Petroleum Co Item 1(b) ADDRESS OF ISSUER S PRINCIPAL EXECUTIVE OFFICES: Phillips Building Bartlesville, OK 74004 Item 2(a) NAME OF PERSON FILING: Bankers Trust New York Corporation, and its wholly-owned subsidiaries, Bankers Trust Company, (as Trustee for various trusts, and employee benefit plans, and investment advisor) and BT Securities Corporation. Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 280 Park Avenue New York, New York 10017 Item 2(c) CITIZENSHIP: Bankers Trust New York Corporation, Bankers Trust Company, (as Trustee for various trusts, and employee benefit plans, and investment advisor), and BT Securities Corporation are corporations incorporated in the State of New York with their principal business offices located in New York. Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock (Par Value $1.25) of Phillips Petroleum Co, a Delaware corporation. CUSIP No. 718507106 Page 5 of 8 Pages Item 2(e) CUSIP NUMBER: 718507106 Item 3 THE PERSON FILING IS A: For Bankers Trust New York Corporation, (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) For Bankers Trust Company, (b) [X] Bank as defined in section 3(a)(6) of the Act. For BT Securities Corporation (a) [X] Broker or dealer registered under Section 15 of the Act Item 4 OWNERSHIP: (a) Amount Beneficially Owned: As of December 31, 1995 (i) Bankers Trust Company 4,112,776 shares BT Securities Corporation 2,000 shares 4,114,776 shares (ii) Bankers Trust Company was also the record owner of 52,770,189 shares held by the Bank as Trustee of the Phillips Petroleum Co. LTSSP and Thrift Savings Plans (the Plan ) with respect to which the bank disclaims beneficial ownership. The Plan states that each Plan participant shall have the right to direct the manner in which shares of common stock shall be voted at all stockholders meetings. The Department of Labor has expressed the view that, under certain circumstances, ERISA may require the Trustee to vote shares which are not allocated to participants accounts and unvoted shares. Since, in the view of the Bank and Bankers Trust New York Corporation, such voting power CUSIP No. 718507106 Page 6 of 8 Pages is merely a residual power based upon the occurrence of an unlikely contingency and is not a sole or shared power to vote the securities, the Bank and Bankers Trust New York Corporation hereby disclaim beneficial ownership of such securities. (b) PERCENT OF CLASS: The common stock described in Item 4(a) above as to which Bankers Trust New York Corporation, Bankers Trust Company and BT Securities Corporation acknowledges beneficial ownership constitutes of the following: Bankers Trust Company 1.6% BT Securities Corporation 0.0% 1.6% The Common Stock as to which Bankers Trust New York Corporation, Bankers Trust Company and BT Securities Corporation disclaims beneficial ownership constitutes 20.1% of the Issuer s outstanding Common Stock. (c) Number of shares as to which the Bank has: (i) sole power to vote or to direct the vote - Bankers Trust Company 2,217,517 shares BT Securities Corporation 2,000 shares 2,219,517 shares (ii) shared power to vote or to direct the vote - Bankers Trust Company 0 shares BT Securities Corporation 0 shares 0 shares (iii) sole power to dispose or to direct the disposition of - Bankers Trust Company 4,085,567 shares BT Securities Corporation 2,000 shares 4,087,567 shares (iv) shared power to dispose or to direct the disposition of - Bankers Trust Company 27,209 shares BT Securities Corporation 0 shares 27,209 shares CUSIP No. 718507106 Page 7 of 8 Pages Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: [ ] Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The Issuer s Plan, and various trusts, and employee benefit plan for which the Bank serves as Trustee, and accounts for which the Bank serves as investment advisor, have the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Item 3 above. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable CUSIP No. 718507106 Page 8 of 8 Pages Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: as of December 31, 1995 Signature: Bankers Trust New York Corporation By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor. By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: BT Securities Corporation By: /s/John Hardt Name: John Hardt Title: Secretary EXHIBIT TO ITEM 7 The chain of ownership from Bankers Trust New York Corporation to Bankers Trust Company is shown below: Bankers Trust New York Corporation | 100% | Bankers Trust Company EXHIBIT TO ITEM 7 The chain of ownership from Bankers Trust New York Corporation to Bankers Trust Company and BT Securities Corporation is shown below: Bankers Trust New York Corporation | ________________________________________________ | | | | Bankers Trust Company BT Securities Corporation -----END PRIVACY-ENHANCED MESSAGE-----