-----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, BqPk92BZ2GuH5sOIqngMvejT8ErHX8n0NK2ZytmjrIOnWzJB6FLOdO6SANyqocJi e12DHok6zfo7MxVCNaZk0g== 0000932471-02-000389.txt : 20020414 0000932471-02-000389.hdr.sgml : 20020414 ACCESSION NUMBER: 0000932471-02-000389 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 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: 02545605 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: VANGUARD FIDUCIARY TRUST CO CENTRAL INDEX KEY: 0000933478 IRS NUMBER: 232186884 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 ADMIRAL NELSON BLVD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106691000 SC 13G/A 1 phillipspetroleumco.txt PHILLIPS PETROLEUM COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.: 6)* NAME OF ISSUER: Phillips Petroleum Company TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 718507106 Check the following [space] if a fee is being paid with this statement: N/A. (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 the following page(s)) Page 1 of 4 Pages 13G CUSIP No.: 718507106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Fiduciary Trust Company, Trustee of the Phillips Petroleum Company Grantor Trust 2. CHECK THE APPROPRIATE [LINE]IF A MEMBER OF A GROUP Not Applicable A. B. - 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 35,470,486 Shares 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 35,470,486 Shares Page 2 of 6 Pages 13G CUSIP No.: 718507106 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,470,486 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.303% 12. TYPE OF REPORTING PERSON EP Page 3 of 6 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13G UNDER THE SECURITIES ACT OF 1934 ------------ Check the following [line] if a fee is being paid with this statement N/A ITEM 1 (A) - NAME OF ISSUER Phillips Petroleum Company ITEM 1 (B) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICERS: 1237 Adams Building, Bartlesville, OK 74004 ITEM 2 (A) - NAME OF PERSON FILING: This filing is made by Vanguard Fiduciary Trust Company on behalf of the Phillips Petroleum Company Grantor Trust. ITEM 2 (B) - ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 500 Admiral Nelson Blvd. Malvern, PA 19355 ITEM 2 (C) - CITIZENSHIP Vanguard Fiduciary Trust Company is a trust company organized under the laws of the Commonwealth of Pennsylvania. ITEM 2 (D) - TITLE OF CLASS OF SECURITIES Common Stock ITEM 2 (E) - CUSIP NUMBER 718507106 ITEM 3 - TYPE OF FILING: This statement is being filed pursuant to Rule 13d-1(b), or 13d-2(d), check whether the person filing is a: (f) X Employee Benefit Plan. -- Page 4 of 6 Pages ITEM 4 - OWNERSHIP: (a) Amount Beneficially Owned: 35,470,486 Shares (b) Percent of Class: 9.303% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 35,470,486 Shares* (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 35,470,486 Shares** * Each participant holding shares of Common Stock in the Trust shall instruct the Trustee how to vote the shares of Company Stock attributable to such participant's account, whether or not vested. The Trustee, itself or by proxy, shall vote shares of Common Stock attributable to such participants accounts in accordance with the instruction of such participants. If, within five business days prior to any vote of stockholders, the Trustee has not received insturctions from such participants with respect to any shares of Company Stock in their accounts, the Trustee may vote such shares at such meeting in the same proportion as the shares for which the Trustee has received timely instructions, subject to applicable law. ** Shares of Common Stock in the Trust are held in various accounts, allocated by the source of contribution (employer, the predecessor to the employer or the employee) and may be disposed of by the Plan or the Trustee only in accordance with the terms of the Trust. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable Page 5 of 6 Pages ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable 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: FEBRUARY 14, 2001 VANGUARD FIDUCIARY TRUST COMPANY, AS TRUSTEE FOR PHILLIPS PETROLEUM COMPANY GRANTOR TRUST BY:_______________________________ NAME: JOSEPH DIETRICK TITLE: ASSISTANT SECRETARY Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----