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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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GULF INDONESIA RESOURCES LIMITED
(Name of Subject Company (issuer))
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CONOCO CANADA RESOURCES LIMITED
CONOCO INC.
(Names of Filing Persons (offerors))
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COMMON SHARES
(Title of Class of Securities)
402284103
(CUSIP Number of Class of Securities)
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WAYNE C. BYERS
SENIOR COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD ROAD
HOUSTON, TX 77079
(281) 293-1000
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
WITH A COPY TO:
RICHARD HALL, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019
(212) 474-1000
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June 10, 2002
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject [ ] issuer tender offer subject
to Rule 14d-1. to Rule 13e-4.
[X] going-private transaction subject [ ] amendment to Schedule 13D
to Rule 13e-3. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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FOR IMMEDIATE RELEASE
CONOCO CANADA RESOURCES AND GULF INDONESIA ANNOUNCE BOARD
APPROVAL FOR CONOCO CANADA'S ACQUISITION OF GULF INDONESIA
Calgary, Canada and Jakarta, Indonesia, June 10, 2002--Conoco Canada Resources
Limited, a wholly owned subsidiary of Conoco Inc. (NYSE: COC), and Gulf
Indonesia Resources Limited (NYSE: GRL) announced today that the board of
directors of Gulf Indonesia has reviewed and approved Conoco Canada's previously
announced proposal to acquire all common shares of Gulf Indonesia not owned by
Conoco Canada at a price of U.S.$13.25 per common share in cash. Conoco, Conoco
Canada and Gulf Indonesia have executed a definitive Support Agreement in
respect of the proposal.
The transaction will be consummated through an all-cash tender offer to be
governed by U.S. and Canadian securities laws.
The tender offer will commence shortly and will be made only by an offer to
purchase and other offering documents, copies of which will be filed with the
U.S. Securities and Exchange Commission and the appropriate Canadian provincial
securities commissions and mailed to Gulf Indonesia shareholders. The tender
offer is subject to customary terms and conditions, including the tender of a
majority of the minority of Gulf Indonesia shares.
JPMorgan and Merrill Lynch & Co. acted as financial advisors to Conoco and
Conoco Canada in connection with this transaction.
Gulf Indonesia Resources Limited, headquartered in Jakarta, Indonesia, is an
upstream oil and gas company that is traded publicly on the New York Stock
Exchange under the ticker symbol GRL.
Conoco Canada Resources Limited is a Canadian based exploration and production
company with primary operations in Western Canada, Indonesia, the Netherlands
and Ecuador.
Conoco Inc. is a major, integrated energy company active in more than 40
countries.
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Investors and stockholders are strongly advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the tender
offer referred to in this press release when they become available, because they
will contain important information. The tender offer statement will be filed by
Conoco and Conoco Canada and the solicitation/recommendation statement will be
filed by Gulf Indonesia with the Securities and Exchange Commission (SEC) and
with the appropriate Canadian securities commissions. Investors and security
holders may obtain a free copy of these statements (when available) and other
documents filed by Conoco, Conoco Canada and Gulf Indonesia at the SEC's web
site at http://www.sec.gov and at the Canadian securities commissions website at
http://www.sedar.com. The tender offer statement and related materials may be
obtained for free by directing such requests to Conoco Investor Relations at 600
N. Dairy Ashford Road, Houston, Texas, 77079. The solicitation/recommendation
statement and such other documents may be obtained for free by directing such
requests to Gulf Indonesia Investor Relations at 21st Floor, Wisma 46 - Kota BNI
Jalan Jenderal Sudirman Kavling 1 Jakarta, Indonesia 10220.
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 the acquisition of Gulf Indonesia common
shares. 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.
CONTACTS FOR CONOCO CANADA CONTACTS FOR GULF INDONESIA
Investors: Glen Valk
Joele Frank / Jeremy Jacobs Gulf Indonesia
Joele Frank, Wilkinson Brimmer Katcher +62 21 575-4146
(212) 355-4449
Media: James Brown
Peter Hunt Gulf Indonesia
Conoco Canada +65 9782-3323
(403) 233-3040
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