SC TO-I/A 1 scto-ia.txt AMENDMENT NO. 1 TO SCHEDULE TO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) PHILLIPS PETROLEUM COMPANY (NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR)) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 718507 10 6 (CUSIP NUMBER OF CLASS OF SECURITIES) J. BRYAN WHITWORTH EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER PHILLIPS PETROLEUM COMPANY PHILLIPS BUILDING BARTLESVILLE, OKLAHOMA 74004 (918) 661-6600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON) COPY TO: KAREN G. KRUEGER, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 [ ] Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Phillips Petroleum Company, a Delaware corporation ("Phillips"), hereby amends and supplements its Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission on December 17, 2001 (the "Schedule TO"), with respect to its Offer to exchange Eligible Awards for Restricted Stock Units and New LTIP Awards. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule TO. This amendment constitutes Amendment No. 1 to the Schedule TO. ITEM 1 SUMMARY TERM SHEET. Item 1 of the Schedule TO is amended and restated in its entirety, as follows: The information set forth in "Summary Term Sheet" in the Offer to Exchange, dated December 17, 2001, as amended and restated as of January 3, 2002, and attached hereto as Exhibit (a)(1)(iv) (the "Offer to Exchange"), is incorporated herein by reference. ITEM 12 EXHIBITS. Item 12 of the Schedule TO is amended and supplemented to add the following exhibits: (a)(1)(iv) Offer to Exchange, dated December 17, 2001, as amended and restated as of January 3, 2002. (a)(1)(v) Amended Form of Letter of Transmittal. (a)(1)(vi) Form of Letter to Eligible Participants, dated January 3, 2002, Regarding Certain Revisions to the Offer.
1 SIGNATURE After due 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. Phillips Petroleum Company By: /s/ J. BRYAN WHITWORTH ------------------------------------ Name: J. Bryan Whitworth Title: Executive Vice President, General Counsel and Chief Administrative Officer January 2, 2002 2 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ---------- ----------- (a)(1)(i) Offer to Exchange, dated December 17, 2001.* (a)(1)(ii) Form of Letter of Transmittal.* (a)(1)(iii) Form of Letter to Eligible Employees and Non-Employee Directors Regarding the Offer.* (a)(1)(iv) Offer to Exchange, dated December 17, 2001, as amended and restated as of January 3, 2002. (a)(1)(v) Amended Form of Letter of Transmittal. (a)(1)(vi) Form of Letter to Eligible Participants, dated January 3, 2002, Regarding Certain Revisions to the Offer.
--------------- * Previously filed.