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) July 12, 1999 (July 9, 1999)
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-815 51-0014090
(State or Other Jurisdiction (Commission (I.R.S Employer
of Incorporation) File Number) Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 774-1000
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Item 5. Other Events
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In connection with Debt and/or Equity Securities that may be offered
on a delayed or continuous basis under Registration Statements on Form S-3
(No. 33-53327, No. 33-61339 and No. 33-60069), the registrant hereby files the
following three press releases.
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EXCHANGE OFFER FOR CONOCO INC.
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PRESS RELEASE NO. I
Contact: Susan Gaffney
(302) 774-2698
DUPONT SETS RATIO FOR EXCHANGE OFFER FOR
CONOCO INC. CLASS B COMMON STOCK
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WILMINGTON, Del., July 9 - DuPont (NYSE:DD) today set the exchange
ratio for the offer to its shareholders to exchange one share of DuPont common
stock for 2.95 shares of the Conoco (NYSE:COC) Class B common stock currently
held by DuPont up to a maximum of 148 million shares of DuPont common stock.
The exchange ratio represents a premium of 18 percent based on the NYSE
closing prices on July 8 of $68-5/8 per share for DuPont and $27-3/8 per share
for Conoco.
DuPont expects the registration statement filed with the Securities
and Exchange Commission (SEC) under which the exchange offer will be made to
become effective later today. It is expected that the exchange offer will
commence on July 12 subject to the effectiveness of the registration
statement.
The exchange offer is to be available only to DuPont shareholders who
are United States persons as defined in the Offering Circular-Prospectus. If
the exchange offer, which will be made by means of an Offering Circular-
Prospectus, commences on July 12, it will expire at 12:00 midnight, New York
City time, on August 6, 1999, unless extended.
DuPont has retained the services of D. F. King & Co., Inc., as
Information Agent to assist shareholders with the exchange offer. Questions
regarding the terms and conditions of the exchange offer or information on
tendering shares should be directed to D. F. King at 800-755-3105 (toll free)
in the U.S. or 212-269-5550 (collect) outside the U.S.
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Morgan Stanley Dean Witter will act as dealer-manager.
Conoco is a major, integrated energy company based in Houston and
active in 40 countries.
DuPont is a science company, delivering science-based solutions that
make a difference in people's lives in food and nutrition; health care;
apparel; home and construction; electronics; and transportation. Founded in
1802, the company operates in 65 countries and has 92,000 employees.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there by any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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7/9/99
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PRESS RELEASE NO. II
Contact: Susan Gaffney
(302) 774-2698
SEC DECLARES REGISTRATION STATEMENT
FOR EXCHANGE OFFER EFFECTIVE
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WILMINGTON, Del., July 9 - The Securities and Exchange Commission
(SEC) has declared effective the registration statement under which DuPont
will commence the exchange offer described in DuPont's news release issued
earlier today. It is expected that the offer will commence July 12.
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7/9/99
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PRESS RELEASE NO. III
Contact: Susan Gaffney
(302) 774-2698
DUPONT COMMENCES EXCHANGE OFFER
FOR CONOCO INC. CLASS B COMMON STOCK
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WILMINGTON, Del., July 12 - DuPont today commenced the exchange offer
to its shareholders described in the DuPont news release issued July 9.
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7/12/99
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SIGNATURE
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.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
/s/ D. B. Smith
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D. B. Smith
Assistant Controller
July 12, 1999
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