Filed by Phillips Petroleum Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: ConocoPhillips
Commission File No.: 333-74798
On February 26, 2002, Phillips Petroleum Company issued the following press
release.
NEWS [Phillips Logo] Phillips Petroleum Company
Media Relations
Bartlesville, Oklahoma 74007
www.phillips66.com/newsroom
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Contacts: FOR IMMEDIATE RELEASE
Kristi DesJarlais (Phillips) 918-661-6117 ---------------------
Carlton Adams (Conoco) 281-293-1043
CONOCOPHILLIPS SENIOR MANAGEMENT POSITIONS ANNOUNCED
BARTLESVILLE, Okla., Feb. 26, 2002 --- Phillips Petroleum Company [NYSE:P]
and Conoco [NYSE:COC] have named the initial members of the ConocoPhillips
global management team that will take office after the completion of their
proposed merger of equals that was announced in November 2001.
As previously announced, James J. Mulva, currently chairman and chief
executive officer (CEO) of Phillips, will become president and CEO of
ConocoPhillips. The following will report directly to Mulva.
Robert E. McKee III, 55, will become executive vice president, exploration
and production (E&P). He currently is executive vice president, E&P, for
Conoco, a position he has held since 1996. McKee joined Conoco in 1967 and
has held several senior positions in the United States and Europe,
including vice president, refining and marketing, North America; senior
vice president, administration; and executive vice president, corporate
strategy and development.
Jim W. Nokes, 55, will become executive vice president, refining,
marketing, supply and transportation (RMS&T). He currently is executive
vice president, RMS&T, for Conoco. Nokes joined Conoco in 1970. He was
named vice president of Conoco's North American refining and marketing
operations in 1994, president of North American refining and marketing in
1998, and was elected to his current position in 1999.
John A. Carrig, 50, will become executive vice president, finance, and
chief financial officer. He currently is senior vice president and chief
financial officer for Phillips. Carrig joined Phillips in London in 1978
as a tax attorney. He was elected treasurer in 1995 and vice president and
treasurer in 1996. In 2000, he was elected senior vice president and
treasurer and was elected to his current position in 2001.
John E. Lowe, 43, will become executive vice president, planning and
strategic transactions. He currently is senior vice president, corporate
strategy and development, for Phillips. Lowe joined Phillips in 1981, and
held a number of managerial positions in finance and controllers. He was
elected vice president of planning and strategic transactions in 1999,
senior vice president of planning and strategic transactions in 2000, and
was elected to his current position in 2001.
-more-
ConocoPhillips Senior Management Positions Announced
Page 2
Rick A. Harrington, 57, will become senior vice president, legal, and
general counsel. He currently is senior vice president, legal, and general
counsel for Conoco. Harrington joined DuPont in 1979 as a senior attorney
and subsequently served as vice president and general counsel for
Consolidation Coal Company, at that time a DuPont subsidiary. He was named
vice president and general counsel for Conoco in 1994 and was elected to
his current position in 1998.
"The selection process was difficult, given the proven leadership of the
top executives of both companies," said Conoco Chairman and CEO Archie W.
Dunham, who will serve as chairman of ConocoPhillips.
The ConocoPhillips management team was reviewed with the Phillips and
Conoco boards of directors.
Said Mulva, "I look forward to the closing of our merger and the
opportunity to work directly with the members of the new management team.
We have chosen individuals who clearly share our vision and best reflect
the combination of strengths needed to make ConocoPhillips the successful
and profitable company our shareholders expect it to be."
Mulva also said that J. Bryan Whitworth, executive vice president, general
counsel and chief administrative officer for Phillips, will serve as
executive vice president, reporting to the CEO of ConocoPhillips and will
assist with the transition until Whitworth's retirement.
Last November, Phillips and Conoco announced an agreement to create
ConocoPhillips in a merger of equals. As a premier global major,
ConocoPhillips will have the size, portfolio of high-quality assets, and
the capabilities and financial strength to compete and generate enhanced
value for its shareholders. Specifically, in addition to announced annual
recurring synergies of at least $750 million, ConocoPhillips will have:
+ Substantial opportunities for profitable growth
+ World-class technology, work force and operational practices
+ Significant opportunity to enhance its exploration portfolio
+ Diversified earnings and cash flow
+ A strong balance sheet
+ Improved capital efficiency
+ An efficient cost structure
Special meetings of stockholders of both Phillips and Conoco have been
called for March 12, when a final vote on the merger will be tallied. The
merger also remains subject to receipt of necessary regulatory approvals
and is expected to be completed in the second half of 2002.
-more-
ConocoPhillips Senior Management Positions Announced
Page 2
Phillips is an integrated petroleum company with interests around the
world. Headquartered in Bartlesville, Okla., the company has 38,700
employees and $35 billion of assets, and had $26.9 billion of revenues in
2001.
Conoco is a major, integrated energy company active in more than 40
countries. Headquartered in Houston, the company has 20,000 employees and
$27.9 billion of assets, and had $39.5 billion of revenues in 2001.
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ADDITIONAL INFORMATION
In connection with the proposed Conoco/Phillips merger, Conoco, Phillips
and ConocoPhillips have filed a joint proxy statement/prospectus dated
February 7, 2002, with the Securities and Exchange Commission (the SEC).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the joint proxy statement/prospectus and other documents filed by
Conoco and Phillips with the SEC at the SEC's web site at www.sec.gov. The
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joint proxy statement/prospectus and these other documents may also be
obtained for free from Conoco or Phillips by calling Conoco at
281-293-6800, and through Conoco's web site at www.conoco.com, or by
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calling Phillips at 918-661-3700, and through Phillips' web site at
www.phillips66.com.
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Conoco, Phillips and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies
from their respective stockholders in favor of the proposed merger.
Information regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Conoco's stockholders
in connection with the proposed Conoco/Phillips merger is set forth in
Conoco's proxy statement for a special meeting of stockholders, dated
August 8, 2001, and filed with the SEC on August 3, 2001, and information
regarding the persons who may, under the rules of the SEC, be considered to
be participants in the solicitation of Phillips' stockholders in connection
with the proposed Conoco/Phillips merger is set forth in Phillips' proxy
statement for its 2001 annual meeting, dated March 29, 2001, and filed with
the SEC on March 29, 2001.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT
EXPECTATIONS AND BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS PRESS RELEASE INCLUDE STATEMENTS ABOUT FUTURE
FINANCIAL AND OPERATING RESULTS AND THE PROPOSED CONOCO/PHILLIPS MERGER.
THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, INVOLVE CERTAIN
RISKS, UNCERTAINTIES, AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT, AND
ARE BASED UPON ASSUMPTIONS AS TO FUTURE EVENTS THAT MAY NOT PROVE ACCURATE.
THEREFORE, ACTUAL OUTCOMES AND RESULTS MAY DIFFER MATERIALLY FROM WHAT IS
EXPRESSED HEREIN.
IN ANY FORWARD-LOOKING STATEMENT IN WHICH CONOCO OR PHILLIPS EXPRESSES AN
EXPECTATION OR BELIEF AS TO FUTURE RESULTS, SUCH EXPECTATION OR BELIEF IS
EXPRESSED IN GOOD FAITH AND BELIEVED TO HAVE A REASONABLE BASIS, BUT THERE
CAN BE NO ASSURANCE THAT THE STATEMENT OR EXPECTATION OR BELIEF WILL RESULT
OR BE ACHIEVED OR ACCOMPLISHED. THE FOLLOWING FACTORS, AMONG OTHERS, COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS: THE RISK THAT CONOCO'S AND PHILLIPS' BUSINESSES
WILL NOT BE INTEGRATED SUCCESSFULLY; COSTS RELATED TO THE PROPOSED MERGER;
FAILURE OF THE CONOCO OR PHILLIPS STOCKHOLDERS TO APPROVE THE PROPOSED
MERGER; AND OTHER ECONOMIC, BUSINESS, COMPETITIVE AND/OR REGULATORY FACTORS
AFFECTING CONOCO'S AND PHILLIPS' BUSINESSES GENERALLY AS SET FORTH IN
CONOCO'S AND PHILLIPS' FILINGS WITH THE SEC, INCLUDING THEIR ANNUAL REPORTS
ON FORM 10-K FOR THE FISCAL YEAR ENDED 2000, ESPECIALLY IN THE MANAGEMENT'S
DISCUSSION AND ANALYSIS SECTION, THEIR MOST RECENT QUARTERLY REPORTS ON
FORM 10-Q AND THEIR CURRENT REPORTS ON FORM 8-K. CONOCO AND PHILLIPS ARE
UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIM ANY SUCH OBLIGATION TO)
UPDATE OR ALTER THEIR FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.