Conocophillips Co – ‘10-K405/A’ for 12/31/98

On:  Tuesday, 6/29/99   ·   For:  12/31/98   ·   Accession #:  78214-99-13   ·   File #:  1-00720

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Amendment to Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amendment to Annual Report -- [x] Reg. S-K Item        8     26K 
                          405                                                    
 2: EX-99       Miscellaneous Exhibit                                 34    100K 
 3: EX-99       Miscellaneous Exhibit                                 23     64K 
 4: EX-99       Miscellaneous Exhibit                                 17     47K 

10-K405/A   —   Amendment to Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

10-K405/A
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FORM 10-K/A               

Amendment No. 1               

UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C. 20549              

(Mark One)                                                                      
[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)                   
OF THE SECURITIES EXCHANGE ACT OF 1934          
For the fiscal year ended     December 31, 1998                                 
          ----------------------------------------

OR              

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)               
OF THE SECURITIES EXCHANGE ACT OF 1934        
For the transition period from                 to                               
               ---------------    ----------------
Commission file number              1-720                                       
       -------------------------------------------

Phillips Petroleum Company              
(Exact name of registrant as specified in its charter)              

Delaware                              73-0400345        
(State or other jurisdiction of               (I.R.S. Employer                  
incorporation or organization)                Identification No.)               

Phillips Building, Bartlesville, Oklahoma 74004               
(Address of principal executive offices)  (Zip Code)              

Registrant's telephone number, including area code: 918-661-6600              

-----------------------------------------------------------------               

Filing Additional Exhibits              

10-K405/A
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Item 14 - Exhibits                                                              
------------------                                                              

The registrant is filing with this Amendment No. 1 Annual Reports               
on Form 11-K for the Thrift Plan of Phillips Petroleum Company,                 
the Long-Term Stock Savings Plan of Phillips Petroleum Company                  
and the Retirement Savings Plan of Phillips Petroleum Company.                  

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10-K405/A
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PHILLIPS PETROLEUM COMPANY              

INDEX TO EXHIBITS               

Exhibit                                                                         
Number                        Description                                       
-------                       -----------                                       

3(i)   Restated Certificate of Incorporation, as filed with                 
the State of Delaware July 17, 1989 (incorporated by      
reference to Exhibit 3(i) to Annual Report on             
Form 10-K for the year ended December 31, 1995).          

(ii)   Bylaws of Phillips Petroleum Company, as amended                     
effective September 14, 1998 (incorporated by             
reference to Exhibit 3(ii) to Quarterly Report on         
Form 10-Q for the quarterly period ended                  
September 30, 1998).                                      

4(a)   Indenture dated as of September 15, 1990, between                    
Phillips Petroleum Company and U.S. Bank Trust            
National Association, formerly First Trust National       
Association (formerly Continental Bank, National          
Association), relating to the 9 1/2% Notes due 1997       
and the 9 3/8% Notes due 2011 (incorporated by            
reference to Exhibit 4(a) to Annual Report on             
Form 10-K for the year ended December 31, 1996).          

(b)   Indenture dated as of September 15, 1990, as                        
supplemented by Supplemental Indenture No. 1 dated        
May 23, 1991, between Phillips Petroleum Company and      
U.S. Bank Trust National Association, formerly First      
Trust National Association (formerly Continental          
Bank, National Association), relating to the 9.18%        
Notes due September 15, 2021; the 9% Notes due 2001;      
the 8.86% Notes due May 15, 2022; the 8.49% Notes due     
January 1, 2023; the 7.92% Notes due April 15, 2023;      
the 7.20% Notes due November 1, 2023; the 6.65% Notes     
due March 1, 2003; the 7.125% Debentures due              
March 15, 2028; and the 6.65% Debentures due July 15,     
2018 (incorporated by reference to Exhibit 4(b) to        
Annual Report on Form 10-K for the year ended             
December 31, 1997).                                       

(c)   Preferred Share Purchase Rights as described in the                 
Rights Agreement dated as of July 10, 1989, between       
Phillips Petroleum Company and Chemical Bank              
(formerly Manufacturers Hanover Trust Company)            
(incorporated by reference to Exhibit 4(c) to Annual      
Report on Form 10-K for the year ended December 31,       
1995).                                                    

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PHILLIPS PETROLEUM COMPANY              

INDEX TO EXHIBITS               
(Continued)               

Exhibit                                                                         
Number                        Description                                       
-------                       -----------                                       

4(d)   Amendment dated May 16, 1990, to the Rights Agreement                
dated July 10, 1989, between Phillips Petroleum           
Company and Chemical Bank (formerly Manufacturers         
Hanover Trust Company) (incorporated by reference to      
Exhibit 4(d) to Annual Report on Form 10-K for the        
year ended December 31, 1996).                            

The company incurred during 1998 certain long-term            
debt not registered pursuant to the Securities            
Exchange Act of 1934.  No instrument with respect to      
such debt is being filed since the total amount of        
the securities authorized under any such instrument       
did not exceed 10 percent of the total assets of the      
company on a consolidated basis.  The company hereby      
agrees to furnish to the U.S. Securities and Exchange     
Commission upon its request a copy of such instrument     
defining the rights of the holders of such debt.          

Material Contracts                                                              

10(a)   Agreement dated December 23, 1984, among Mesa Partners                
and related entities and Phillips Petroleum Company       
and the schedules, annexes and exhibit thereto            
(incorporated by reference to Exhibit 10(a) to Annual     
Report on Form 10-K for the year ended December 31,       
1995).                                                    

(b)   Letter Agreement dated December 23, 1984, among Mesa                
Partners and related entities and Phillips Petroleum      
Company (incorporated by reference to Exhibit 10(b)       
to Annual Report on Form 10-K for the year ended          
December 31, 1995).                                       

(c)   Trust Agreement dated December 12, 1995, between                    
Phillips Petroleum Company and Vanguard Fiduciary         
Trust Company, as Trustee of the Phillips Petroleum       
Company Compensation and Benefits Arrangements Stock      
Trust (incorporated by reference to Exhibit 10(c) to      
Annual Report on Form 10-K for the year ended             
December 31, 1995).                                       

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PHILLIPS PETROLEUM COMPANY              

INDEX TO EXHIBITS               
(Continued)               

Exhibit                                                                         
Number                        Description                                       
-------                       -----------                                       

Management Contracts and Compensatory Plans or Arrangements                     

10(d)   1986 Stock Plan of Phillips Petroleum Company                         
(incorporated by reference to Exhibit 10(d) to Annual     
Report on Form 10-K for the year ended December 31,       
1997).                                                    

(e)   1990 Stock Plan of Phillips Petroleum Company                       
(incorporated by reference to Exhibit 10(e) to Annual     
Report on Form 10-K for the year ended December 31,       
1997).                                                    

(f)   Annual Incentive Compensation Plan of Phillips                      
Petroleum Company (incorporated by reference to           
Exhibit 10(f) to Annual Report on Form 10-K for the       
year ended December 31, 1997).                            

(g)   Incentive Compensation Plan of Phillips Petroleum                   
Company (incorporated by reference to Exhibit 10(g)       
to Annual Report on Form 10-K for the year ended          
December 31, 1994).                                       

(h)   Principal Corporate Officers Supplemental Retirement                
Plan of Phillips Petroleum Company (incorporated by       
reference to Exhibit 10(h) to Annual Report on            
Form 10-K for the year ended December 31, 1995).          

(i)   Phillips Petroleum Company Supplemental Executive                   
Retirement Plan.*                                         

(j)   Key Employee Deferred Compensation Plan of Phillips                 
Petroleum Company.*                                       

(k)   Non-Employee Director Retirement Plan of Phillips                   
Petroleum Company (incorporated by reference to           
Exhibit 10(k) to Annual Report on Form 10-K for the       
year ended December 31, 1997).                            

(l)    Omnibus Securities Plan of Phillips Petroleum Company              
(incorporated by reference to Exhibit 10(l) to Annual     
Report on Form 10-K for the year ended December 31,       
1997).                                                    

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10-K405/A
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PHILLIPS PETROLEUM COMPANY              

INDEX TO EXHIBITS               
(Continued)               

Exhibit                                                                         
Number                        Description                                       
-------                       -----------                                       

10(m)   Deferred Compensation Plan for Non-Employee Directors                 
of Phillips Petroleum Company.*                           

(n)   Key Employee Missed Credited Service Retirement Plan of             
Phillips Petroleum Company.*                              

(o)   Phillips Petroleum Company Stock Plan for Non-Employee              
Directors.*                                               

(p)   Key Employee Supplemental Retirement Plan of Phillips               
Petroleum Company.*                                       

(q)   Defined Contribution Makeup Plan of Phillips Petroleum              
Company.*                                                 

12      Computation of Ratio of Earnings to Fixed Charges.*                   

21      List of Subsidiaries of Phillips Petroleum Company.*                  

23      Consent of Independent Auditors.*                                     

27      Financial Data Schedule.*                                             

99(a)   Form 11-K, Annual Report, of the Thrift Plan of                       
Phillips Petroleum Company for the fiscal year ended      
December 31, 1998.                                        

(b)   Form 11-K, Annual Report, of the Long-Term Stock                    
Savings Plan of Phillips Petroleum Company for the        
fiscal year ended December 31, 1998.                      

(c)   Form 11-K, Annual Report, of the Retirement Savings                 
Plan of Phillips Petroleum Company for the fiscal         
year ended December 31, 1998.                             

*Filed with the original Annual Report on Form 10-K for the year                
ended December 31, 1998.                                                      

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Copies of the exhibits listed in this Index to Exhibits are                     
available upon request for a fee of $3.00 per document.  Such                   
request should be addressed to:                                                 

Secretary                             
Phillips Petroleum Company            
1234 Adams Building                   
Bartlesville, OK  74004               

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10-K405/A
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SIGNATURES              

Pursuant to the requirements of Section 13 or 15(d) of the                      
Securities Exchange Act of 1934, the registrant has duly caused                 
this amendment to be signed on its behalf by the undersigned,                   
thereunto duly authorized.                                                      

              PHILLIPS PETROLEUM COMPANY

          /s/ Rand C. Berney
               -----------------------------
              Rand C. Berney
               Vice President and Controller
             (Chief Accounting and
              Duly Authorized Officer)

June 24, 1999                                                                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405/A’ Filing		Date		First		Last			Other Filings
		3/15/28		3
		11/1/23		3
		4/15/23		3
		1/1/23		3
		5/15/22		3
		9/15/21		3
		7/15/18		3
		3/1/03		3
Filed on:		6/29/99
		6/24/99		8
For Period End:		12/31/98		1		6			10-K405
		9/30/98		3					10-Q
		9/14/98		3
		12/31/97		3		5			10-K405,  10-K405/A,  DEF 14A
		12/31/96		3		4			10-K405,  10-K405/A
		12/31/95		3		5			10-K405,  10-K405/A,  DEF 14A
		12/12/95		4
		12/31/94		5					10-K405,  10-K405/A,  DEF 14A
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