UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 29, 2004
ConocoPhillips
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 000-49987 | | 01-0562944 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 293-1000
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | |
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure
ConocoPhillips is hereby furnishing a the slide presentation to be used by certain executive officers of ConocoPhillips when they speak to the various members of the financial and investing community on September 30, 2004. The presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 is being furnished, not filed. Accordingly, the information in this Item 7.01 and Exhibit 99.1 of Item 9.01 will not be incorporated by reference into any registration statement filed by ConocoPhillips under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by ConocoPhillips that (i) the information in this report is material or complete or (ii) investors should consider this information before making an investment decision with respect to any security of ConocoPhillips or any of its affiliates.
Item 8.01. Other Events
In connection with our acquisition of a 7.59% ownership interest in LUKOIL, we have entered into a Shareholder Agreement with LUKOIL. The Shareholder’s Agreement is filed as Exhibit 99.2 to this report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| | 99.1 | | Slide presentation given by certain executive officers of ConocoPhillips on September 30, 2004. |
| |
| | 99.2 | | Shareholder Agreement, dated September 29, 2004, by and between LUKOIL and ConocoPhillips. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | CONOCOPHILLIPS
| |
| | /s/ Stephen F. Gates | |
| September 30, 2004 | Stephen F. Gates | |
| | Senior Vice President and General Counsel | |
| |
EXHIBIT INDEX
| | | |
| Exhibit | | |
No.
| | Description
|
| 99.1 | | Slide presentation given by certain executive officers of ConocoPhillips on September 30, 2004. |
| 99.2 | | Shareholder Agreement, dated September 29, 2004, by and between LUKOIL and ConocoPhillips. |
