EXHIBIT (a)(1)(D)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF COMMON SHARES
OF
GULF INDONESIA RESOURCES LIMITED
THE OFFER EXPIRES AT 6:00 P.M., NEW YORK TIME, ON FRIDAY, JULY 19, 2002,
UNLESS THE OFFER IS EXTENDED.
As set forth under "THE OFFER -- Procedure for Tendering Shares" in Conoco
Canada's Offer to Purchase dated June 12, 2002 (the "Offer to Purchase"), this
form must be used to accept the Offer (as defined below) if and to the extent
that (i) certificates representing the common shares, par value U.S.$0.01 per
share (the "Shares"), of Gulf Indonesia Resources Limited, a New Brunswick
corporation, are not immediately available, (ii) the procedure for book-entry
transfer set forth under "THE OFFER -- Procedure for Tendering Shares" in the
Offer to Purchase cannot be complied with on a timely basis or (iii) time will
not permit all required documents to be delivered to The Bank of New York (the
"Depositary") prior to the Expiration Date (as defined under "THE OFFER -- Terms
of the Offer; Expiration Date" in the Offer to Purchase). To be effective, this
form must be properly completed, duly executed and delivered by hand, overnight
delivery or mail or transmitted by facsimile to the Depositary, at the
addresses/numbers set forth below, prior to the Expiration Date and must include
a guarantee by an Eligible Institution (as defined under "THE OFFER -- Procedure
for Tendering Shares" in the Offer to Purchase). See "THE OFFER -- Procedure for
Tendering Shares" in the Offer to Purchase.
The Depositary for the Offer is:
THE BANK OF NEW YORK
REORGANIZATION SERVICES
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By Mail: By Facsimile: By Hand or Overnight Delivery:
P.O. Box 11248 (973) 247-4077 One Wall Street
Church Street Station For confirmation telephone: Third Floor
New York, NY 10286-1248 (973) 247-4075 New York, NY 10286
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DELIVERY OF THIS FORM TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSIONS BY FACSIMILE TO A NUMBER OTHER THAN THAT SET FORTH ABOVE WILL NOT
CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Conoco Canada Resources Limited, a Nova
Scotia corporation and a wholly owned subsidiary of Conoco Inc., a Delaware
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Shares set forth below, all
pursuant to the guaranteed delivery procedures set forth under "THE
OFFER -- Procedure for Tendering Shares" in the Offer to Purchase.
Name(s) of Record Holder(s)
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PLEASE PRINT
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ADDRESS(ES)
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ZIP CODE/POSTAL CODE
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DAYTIME AREA CODE AND TELEPHONE NUMBER
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SIGNATURE(S) OF HOLDER(S)
Number of Shares
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Certificate Nos. (if available)
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(Check box if Shares will be tendered by book-entry transfer)
[ ] The Depository Trust Company
Account Number:
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Dated:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an Eligible Institution (as defined under "THE
OFFER -- Procedure for Tendering Shares" in the Offer to Purchase), hereby
guarantees delivery to the Depositary of the certificates representing the
Shares tendered hereby, in proper form for transfer, or a book-entry
confirmation (as defined under "THE OFFER -- Acceptance for Payment and Payment
for Shares" in the Offer to Purchase) with respect to such Shares, together with
a properly completed and duly executed Letter of Transmittal (or a facsimile
copy thereof), together with any required signature guarantees (or, in the case
of a book entry transfer, an Agent's Message (as defined under "THE
OFFER -- Procedure for Tendering Shares" in the Offer to Purchase) in lieu of
the Letter of Transmittal), and any other required documents, all within three
trading days after the Expiration Date. A "trading day" is a day on which the
New York Stock Exchange is open for business.
Failure to comply with the foregoing could result in a financial loss to
such Eligible Institution.
Name of Firm:
Address:
ZIP CODE/POSTAL CODE
Area Code and Telephone Number:
AUTHORIZED SIGNATURE
Name:
PLEASE TYPE OR PRINT
Title:
Dated:
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS FORM. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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