Filed by Phillips Petroleum Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: ConocoPhillips
Commission File No. 333-74798
On January 17, 2002, Phillips Petroleum Company issued the following press
release.
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[Phillips Logo] PHILLIPS RECEIVES FTC REQUEST FOR
ADDITIONAL INFORMATION ABOUT
MERGER WITH CONOCO
BARTLESVILLE, Okla. --- Phillips Petroleum Company [NYSE: P] today said that it
has received from the Federal Trade Commission (FTC) a request for additional
information and documentary material regarding its proposed merger with Conoco
Inc. [NYSE:COC]. The company is continuing to work closely with the FTC staff.
As previously announced, the merger is expected to close in the second half of
2002, pending expiration of the Hart-Scott-Rodino waiting period, a favorable
vote by both Phillips and Conoco shareholders, and other customary closing
conditions.
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CONTACT: KRISTI DESJARLAIS
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ADDITIONAL INFORMATION
In connection with the proposed Conoco/Phillips merger, ConocoPhillips (formerly
known as CorvettePorsche Corp.) filed with the Securities and Exchange
Commission (the "SEC") on December 7, 2001, a registration Statement on Form S-4
that included the preliminary joint proxy statement of Conoco and Phillips and
prospectus of ConocoPhillips. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, WHICH IS AVAILABLE NOW, AND
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE,
BECAUSE IT CONTAINS AND WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSED MERGER. Investors and security holders may obtain a free copy of the
preliminary joint proxy statement/prospectus and the definitive joint proxy
statement/prospectus (when it is available) and other documents filed by Conoco,
Phillips and ConocoPhillips with the SEC at the SEC's Web site at www.sec.gov.
The definitive joint proxy statement/prospectus (when it is available) and these
other documents may also be obtained for free from Conoco or Phillips by calling
Conoco at 281-293-6800, and through Conoco's Web site at www.conoco.com, or by
calling Phillips at 918-661-3700, and through Phillips' Web site at
www.phillips66.com.
Conoco, Phillips and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from their
respective stockholders in favor of the proposed merger. Information regarding
the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Conoco's stockholders in connection with the
proposed Conoco/Phillips merger is set forth in Conoco's proxy statement for a
special meeting of stockholders, dated August 8, 2001, and filed with the SEC on
August 3, 2001, and information regarding the persons who may, under the rules
of the SEC, be considered to be participants in the solicitation of Phillips'
stockholders in connection with the proposed Conoco/Phillips merger is set forth
in Phillips' proxy statement for its 2001 annual meeting, dated March 29, 2001,
and filed with the SEC on March 29, 2001. Additional information is set forth in
the preliminary joint proxy statement/prospectus and will be set forth in the
definitive preliminary joint proxy statement/prospectus when it is filed with
the SEC.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this
press release include statements about future financial and operating results
and the proposed Conoco/Phillips merger. These statements are not guarantees of
future performance, involve certain risks, uncertainties, and assumptions that
are difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein.
In any forward-looking statement in which Conoco or Phillips expresses an
expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can
be no assurance that the statement or expectation or belief will result or be
achieved or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: the risk that Conoco's and Phillips' businesses will not be
integrated successfully; costs related to the proposed merger; failure of the
Conoco or Phillips stockholders to approve the proposed merger; and other
economic, business, competitive and/or regulatory factors affecting Conoco's and
Phillips' businesses generally as set forth in Conoco's and Phillips' filings
with the SEC, including their Annual Reports on Form 10-K for the fiscal year
ended 2000, especially in the Management's Discussion and Analysis section,
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. Conoco and Phillips are under no obligation to (and expressly disclaim
any such obligation to) update or alter their forward-looking statements whether
as a result of new information, future events or otherwise.
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