Federal regulators clear $15.1 billion merger of Phillips Petroleum Co. and Conoco Inc.

Posted: Friday, August 30, 2002

WASHINGTON (AP) -- The $15.1 billion merger of Phillips Petroleum Co. and Conoco Inc. received federal approval Friday, clearing the way for completion of a deal that would create the third-largest U.S. oil and gas company.

The Federal Trade Commission voted 5-0 in favor of the deal, but required the companies to sell refineries in Utah and Colorado and certain operations in Missouri, Illinois, New Mexico, Texas and Washington state.

In Alaska, the merger will mean a reduction of 60 jobs at Phillips Alaska Inc., even though Conoco has little presence in the state. The cuts represent about 6 percent of the company's 950-employee Alaska work force.

Most of the affected employees perform services for Phillips and its subsidiaries such as accounting, computer support and working on tax matters, the company has said.

Joe Simons, director of the FTC's Bureau of Competition, said the agency believes the conditions attached to approval of the deal will help maintain competition in the energy market.

The companies announced in November their intention to merge, forming a firm named ConocoPhillips that would be based in Houston. At the time, the new company's value was estimated to be $35 billion.

The combined company would become the country's top refiner and a gas retailing giant, with about 17,000 filling stations nationwide.

Anticipating the FTC conditions, the companies had already begun selling some facilities.

Phillips, based in Bartlesville, Okla., is selling its Woods Cross refinery near Salt Lake City and 25 gasoline stations in Utah and southern Wyoming. Houston-based Conoco is unloading its 60,000-barrel-a-day refinery in Commerce City, Colo.

The FTC also is requiring Phillips to sell its marketing assets in eastern Colorado; a light petroleum products terminal in Spokane, Wash.; and propane terminal assets in Jefferson City, Mo., and East St. Louis, Ill. Conoco must sell certain natural gas facilities in New Mexico and Texas, the FTC said.

The FTC had said the original merger proposal would have reduced competition, allowing ConocoPhillips to raise prices.

The deal would create the world's sixth-largest oil and gas company. In the United States, ConocoPhillips would be No. 3 behind Exxon Mobil Corp. and ChevronTexaco Corp.

Shareholders approved the deal in March.

Conoco sells gasoline, diesel fuel, and other petroleum products at 5,000 outlets in the United States, while Phillips sells fuel at more than 12,000 stations under brands such as Phillips 66, Circle K, and 76.

Phillips shareholders will get one share of ConocoPhillips stock for each Phillips share they own while Conoco shareholders will get .4677 shares of the new stock for each of their shares. That means Phillips shareholders will end up with a 57 percent stake in the new company and Conoco shareholders will own 43 percent.

The 16-member board will have eight members each from Phillips and Conoco. Conoco chairman Archie Dunham is to be chairman until 2004, when Phillips chairman Jim Mulva, who will be CEO, takes over.

In late-afternoon trading, Phillips shares were at $52.97 a share, up $1.42. Conoco shares were at 24.75, up 80 cents.

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On the Net:

FTC: http://www.ftc.gov

Phillips: http://www.phillips66.com

Conoco: http://www.conoco.com



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