SC 13G/A 1 phillipspetroleumcoamended.txt PHILLIPS PETROLEUM COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13G --------------- UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.: 7)* NAME OF ISSUER: Phillips Petroleum Company TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 718507106 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2001 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) * 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 6 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 27,556,573 Shares 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 27,556,573 Shares Page 2 of 6 Pages 13G CUSIP No.: 718507106 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,556,573 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 7.227% 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: 27,556,573 Shares (b) Percent of Class: 7.227% (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 27,556,573 Shares* (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 27,556,573 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: MARCH 13, 2002 VANGUARD FIDUCIARY TRUST COMPANY, AS TRUSTEE FOR PHILLIPS PETROLEUM COMPANY GRANTOR TRUST BY:_____________________________________________ NAME: JOSEPH DIETRICK TITLE: ASSISTANT SECRETARY Page 6 of 6 Pages March 13, 2002 Phillips Petroleum Company Attn: Corporate Secretary 1237 Adams Building Bartlesville, OK 74004 RE: PHILLIPS PETROLEUM COMPANY GRANTOR TRUST Gentlemen: Enclosed for your records are original copies of two Schedule 13Gs filed by Vanguard Fiduciary Trust Company on behalf of Phillips Petroleum Company Grantor Trust. The Schedule was first filed with the Securities and Exchange Commission on February 14, 2002. An amended filing was completed on March 13, 2002 to reflect an adjusted share total. Should you have any questions concerning this matter, please do not hesitate to contact me at 610-669-8067. Thank you. Very truly yours, Karen L. Swigart Compliance Administrator Attachments