Phillips Petroleum Co., targeted by corporate raiders twice in the past two months, yesterday said it does not want to be taken over but would allow itself to be bought for at least $9.6 billion or $62 a share in cash.
The price tag was put on the company by its board of directors as part of a package of defensive measures taken yesterday to ward off an $8.5 million offer for the company by New York speculator Carl C. Icahn. That package includes a "poison pill" antitakeover provision, designed to prevent an unfriendly bid of less than $62 a share.
Phillips rejected Icahn's offer, but it also sweetened the terms of a controversial recapitalization plan it is asking shareholders to vote on later this month. That plan was part of an agreement reached two months ago between Phillips and Mesa Petroleum Co. Chairman T. Boone Pickens Jr. that ended Pickens' pursuit of Phillips.
Phillips beefed up the recapitalization plan by attaching to it a stock dividend payable to all shareholders in $3.32 worth of preferred stock for each share of common, and by promising to buy 20 million shares of its own stock for $50 a share -- $1 billion worth -- if the recapitalization plan is approved by stockholders.
Earlier, Phillips had said it would buy $1 billion worth of its stock at market prices below $50 a share. Other elements of the recapitalization plan, which include the exchange of debt securities for 38 percent of the company's stock and the purchase of up to 42 percent of Phillips by a new employe stock-ownership plan, remain unchanged.
Sources said the improved recapitalization proposal was designed to answer Wall Street criticism that the original plan was worth far less than the $53 a share that Phillips had claimed for it. That criticism spurred the $55-a-share offer by Icahn earlier this week. Icahn, who had earlier said he would drop his offer if Phillips opposed it, declined to comment on yesterday's developments.
Phillips stock rose 37 cents to $50.12 yesterday in extremely heavy trading. More than 6 million shares of the company changed hands on the New York Stock Exchange.
The $62-a-share price tag is a bit higher than most analysts believe Phillips is worth in a takeover, despite its theoretical "book" value of $80 a share. But the announcement indicated that the company, at a price, is willing to do a "friendly" merger with another company -- something that had not been clear. Analysts said they believe that the large oil companies most likely to bid for Phillips would only be interested in a friendly transaction.
There has been speculation in recent days that another suitor might appear for Phillips, with Atlantic Richfield Co. identified by Wall Street sources as the most likely candidate. Yesterday, Phillips said in a statement that it "is not seeking a white knight. The Phillips board believes that it is in the long-term best interests of its shareholders for Phillips to remain an independent company."
However, the statement added, "The Phillips board does not believe that the company should at this time be sold for a price less than $62 a share in cash. Since it believes this is not a time to sell an oil company such as Phillips, the Phillips board is not seeking such an offer. Nevertheless, were a tender offer to be made at a price of $62 a share or better in which all shareholders are treated fairly and equally and are guaranteed cash, the Phillips board has adopted a resolution that Phillips would not at this time oppose such tender offer."