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The Honolulu Advertiser
Posted on: Wednesday, March 13, 2002

Shareholders OK ConocoPhillips plan

By Jennifer L. Brown
Associated Press

BARTLESVILLE, Okla. — Shareholders of Conoco Inc. and Phillips Petroleum Co. overwhelmingly approved a proposed $15.6 billion merger yesterday, moving the companies one step closer to creating the nation's third-largest oil corporation.

Stockholders of both companies approved the merger by a 96 percent margin.

The votes came a week after the European Union signed off on the merger. Canada also has approved it, leaving the U.S. Federal Trade Commission as the last hurdle.

The FTC has requested more information but is expected to rule in the second half of 2002. The heads of both companies expect to make the merger final soon after.

"We feel really confident about our submission to the FTC," said Conoco's chairman and chief executive officer, Archie Dunham. He said the new company does not anticipate being forced to divest any holdings to raise cash for the merger or meet regulatory requirements.

The new company, ConocoPhillips, would assume Conoco's home in Houston. Though both companies describe the deal as a merger of equals, Phillips shareholders would own 56.6 percent of ConocoPhillips, with Conoco shareholders coming away with 43.4 percent.

Only Exxon Mobil Corp. and ChevronTexaco Corp. would be larger than ConocoPhillips in the United States, and it would be the sixth-largest investor-owned oil company worldwide.

The company would control or have stakes in 19 refineries worldwide with a capacity of 2.6 million barrels a day. It would be the nation's top refiner, with 17,000 U.S. gas stations flagged by the respective corporate names along with the Circle K and 76 brands.