EXHIBIT (a)(1)(C)
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
OF
GULF INDONESIA RESOURCES LIMITED
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 12, 2002
OF
CONOCO CANADA RESOURCES LIMITED
A WHOLLY OWNED SUBSIDIARY OF
CONOCO INC.
THE OFFER EXPIRES AT 6:00 P.M., NEW YORK TIME, ON FRIDAY, JULY 19, 2002,
UNLESS THE OFFER IS EXTENDED.
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
</Table>
<Table>
<Caption>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH AND SIGN ADDITIONAL LIST AS NECESSARY)
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NUMBER OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
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TOTAL SHARES
TENDERED:
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(1) Need not be completed by book-entry shareholders.
(2) Unless otherwise indicated, all Shares represented by share certificates delivered to the Depositary will be deemed to
have been tendered. See Instruction 4.
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</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL 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.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED
BELOW AND IF YOU ARE A U.S. SHAREHOLDER, YOU MUST ALSO COMPLETE THE SUBSTITUTE
FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THE DEPOSITARY, THE
INFORMATION AGENT, THE DEALER MANAGERS OR YOUR BROKER OR OTHER FINANCIAL
ADVISORS MAY ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.
This Letter of Transmittal is to be used by shareholders of Gulf Indonesia
if certificates for Shares (as defined below) are to be forwarded herewith or,
unless an Agent's Message (as defined in Instruction 2 below) is utilized, if
delivery of Shares is to be made by book-entry transfer to an account maintained
by The Bank of New York (the "Depositary") at the Book-Entry Transfer Facility
(as defined under "THE OFFER -- Acceptance for Payment and Payment for Shares"
in the Offer to Purchase (as defined below)) pursuant to the procedures under
"THE OFFER -- Procedure for Tendering Shares" in the Offer to Purchase. Holders
who deliver Shares by book-entry transfer are referred to herein as "book-entry
shareholders" and other shareholders who deliver Shares are referred to herein
as "certificate shareholders".
Shareholders (i) whose certificates for Shares are not immediately
available, (ii) who cannot comply with the procedure for book-entry transfer set
forth under "THE OFFER -- Procedure for Tendering Shares" in the Offer to
Purchase on a timely basis or (iii) who cannot deliver all other required
documents to the Depositary prior to the Expiration Date (as defined under "THE
OFFER -- Terms of the Offer; Expiration Date" in the Offer to Purchase) must
tender their Shares pursuant to the guaranteed delivery procedures set forth
under "THE OFFER -- Procedure for Tendering Shares" in the Offer to Purchase.
See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
2
[ ] CHECK HERE IF CERTIFICATE(S) HAVE BEEN LOST, DESTROYED OR STOLEN. SEE
INSTRUCTION 11.
Number of Shares represented by lost, destroyed or stolen certificates:
--------------------------------------.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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If delivery is by book-entry transfer, check box (and provide the
following): [ ]
Account Number:
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Transaction Code Number:
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3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Conoco Canada Resources Limited, a Nova
Scotia corporation ("Conoco Canada") and a wholly owned subsidiary of Conoco
Inc., a Delaware corporation ("Conoco"), the above described common shares, par
value U.S.$0.01 per share (the "Shares"), of Gulf Indonesia Resources Limited, a
New Brunswick corporation ("Gulf Indonesia"), at a purchase price of U.S.$13.25
per Share, net to the seller in cash, without interest thereon (the "Offer
Price"), upon the terms and subject to the conditions set forth in Conoco
Canada's Offer to Purchase dated June 12, 2002 (the "Offer to Purchase") and in
this related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The
undersigned understands that Conoco Canada reserves the right to transfer or
assign, in whole or in part, from time to time, to one or more of its affiliates
the right to purchase all or any portion of the Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve Conoco Canada of its
obligations under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer. Receipt of the Offer is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of the Shares tendered
herewith in accordance with the terms of the Offer, the undersigned hereby, or
upon the order of Conoco Canada, sells, assigns and transfers to Conoco Canada,
all right, title and interest in and to all the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
or other securities issued or issuable in respect thereof on or after the date
of the Offer to Purchase (collectively, "Distributions")) and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and all
Distributions), with full power of substitution and resubstitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver certificates for such Shares (and any and all Distributions) or
transfer ownership of such Shares (and any and all Distributions) on the account
books maintained by the Book-Entry Transfer Facility, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of Conoco Canada upon receipt by the Depositary of the Offer Price,
(ii) present such Shares (and any and all Distributions) for transfer on the
books of Gulf Indonesia and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any and all
Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints each officer or director of Conoco Canada, and any other designee of
Conoco Canada, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution and resubstitution to the full extent of such
shareholder's rights with respect to the Shares tendered by such shareholder and
any and all Distributions (i) to vote at any annual or special meeting of Gulf
Indonesia's shareholders or any adjournment or postponement thereof or otherwise
in such manner as each such attorney-in-fact and proxy or his or her substitute
shall in his or her sole discretion deem proper with respect to, (ii) to execute
any written consent concerning any matter as each such attorney-in-fact and
proxy or his or her substitute shall in his or her sole discretion deem proper
with respect to and (iii) to otherwise act as each such attorney-in-fact and
proxy or his or her substitute shall in his or her sole discretion deem proper
with respect to, all Shares (and any and all Distributions) tendered hereby and
accepted for payment by Conoco Canada. All such powers of attorney and proxies
will be considered coupled with an interest in the tendered Shares. This
appointment will be effective if and when, and only to the extent that, Conoco
Canada deposits payment for such Shares with the Depositary. This power of
attorney and proxy are irrevocable and are granted in consideration for payment
of such Shares in accordance with the terms of the Offer. Upon the effectiveness
of such appointment, all prior powers of attorney, proxies and consents given by
the undersigned at any time with respect to such Shares (and any and all
Distributions) will be revoked, and no subsequent powers of attorney, proxies or
consents may be given by the undersigned with
4
respect thereto (and, if given, will not be deemed effective). Conoco Canada
reserves the right to require that, in order for the Shares to be deemed validly
tendered, immediately upon Conoco Canada's acceptance for payment of such
Shares, Conoco Canada must be able to exercise full voting rights with respect
to such Shares (and any and all Distributions).
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, (ii) the tender of such Shares and all
Distributions complies with applicable laws and (iii) when the same are accepted
for payment by Conoco Canada, Conoco Canada will acquire good, marketable
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges, encumbrances and choses in action and the same
will not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or Conoco
Canada to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the account
of Conoco Canada all Distributions in respect of the Shares tendered hereby,
accompanied by the appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Conoco Canada shall be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of the Shares tendered hereby or deduct from
such purchase price the amount or value of such Distribution as determined by
Conoco Canada in its sole discretion.
The undersigned agrees that by virtue of the execution by the undersigned
of an English language form of this Letter of Transmittal, the undersigned shall
be deemed to have required that any contract evidenced by the Offer as accepted
through this Letter of Transmittal as well as all documents relating thereto, be
drawn up exclusively in the English language. En signant une version anglaise de
la presente lettre d'envoi, convient d'etre repute avoir demande que tous les
contrats decoulant de l'offre acceptee au moyen de cette lettre d'envoi, et tous
les documents s'y rapportant soient rediges exclusivement en anglais.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
successors and assigns of the undersigned. This tender is irrevocable, provided
that the Shares tendered pursuant to the Offer may be withdrawn at any time
prior to Conoco Canada's acceptance for payment of Shares validly tendered in
the Offer. Such Shares may also be withdrawn if Conoco Canada has not deposited
with the Depositary funds sufficient to pay for such Shares within three
business days of such Shares having been accepted for payment. In addition, if
Conoco Canada has not accepted tendered Shares for payment by August 11, 2002,
such Shares may be withdrawn on or after August 11, 2002 until Conoco Canada
accepts such Shares for payment.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described under "THE OFFER -- Procedure for Tendering
Shares" in the Offer to Purchase and in the instructions hereto will constitute
a binding agreement between the undersigned and Conoco Canada upon the terms and
subject to the conditions of the Offer (and if the Offer is extended or amended,
the terms or conditions of any such extension or amendment). Without limiting
the foregoing, if the price to be paid in the Offer is amended in accordance
with the terms of the Offer to Purchase, the price to be paid to the undersigned
will be the amended price notwithstanding the fact that a different price is
stated in this Letter of Transmittal. The undersigned recognizes that under
certain circumstances set forth in the Offer to Purchase, Conoco Canada may not
be required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or issue any
certificates for any Shares not tendered or accepted for payment in the name(s)
of the registered holder(s) appearing above under "Description of Shares
Tendered". Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for any Shares not tendered or not
accepted for payment to the address(es) of the registered holder(s) appearing
above under "Description of Shares Tendered". In the event that the boxes
entitled "Special Payment Instructions" and "Special Delivery Instructions" are
both completed, please issue the check for the purchase price of all Shares
purchased and/or
5
return any certificates evidencing Shares not tendered or not accepted for
payment to the person(s) so indicated. Unless otherwise indicated herein in the
box entitled "Special Payment Instructions", please credit any Shares tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Conoco Canada has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares from the name of the
registered holder(s) thereof if Conoco Canada does not accept for payment any of
the Shares so tendered.
6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of the Shares
accepted for payment is to be issued in the name of someone other than the
undersigned, if certificates for any Shares not tendered or not accepted for
payment are to be issued in the name of someone other than the undersigned or if
any Shares tendered hereby and delivered by book-entry transfer that are not
accepted for payment are to be returned by credit to an account maintained at a
Book-Entry Transfer Facility other than the account indicated above.
Issue check and/or stock certificates to:
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
- -------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE/POSTAL CODE)
- -------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION, SOCIAL SECURITY
OR SOCIAL INSURANCE NUMBER)
(U.S. Shareholders see Substitute Form W-9)
[ ] Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility account:
- -------------------------------------------------------------------------------
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificates for any Shares not tendered or not
accepted for payment and/or the check for the purchase price of any Shares
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown under "Description of Shares
Tendered".
Mail check and/or stock certificates to:
Name:
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(PLEASE PRINT)
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(PLEASE PRINT)
Address:
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- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE/POSTAL CODE)
- -------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION, SOCIAL SECURITY
OR SOCIAL INSURANCE NUMBER)
(U.S. Shareholders see Substitute Form W-9)
7
IMPORTANT
SHAREHOLDER PLEASE SIGN HERE
(IF A U.S. SHAREHOLDER, ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
Signature(s) of Holder(s)
Dated:
- --------------------------------------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s): -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of
Firm: --------------------------------------------------------------------
Capacity (full title): -------------------------------------------------------
(SEE INSTRUCTION 5)
Address: -----------------------------------------------------------------------
(INCLUDE ZIP CODE/POSTAL CODE)
Area Code and Telephone Number: -----------------------------------------------
Taxpayer Identification, Social Security or Social Insurance
Number: ----------------------------------------
(U.S. Shareholders See Substitute Form W-9)
Dated:
- -------------------------------------------, 2002
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s):--------------------------------------------------------
Name(s): -----------------------------------------------------------------------
Name of
Firm: -------------------------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------------------------------
(INCLUDE ZIP CODE/POSTAL CODE)
Area Code and Telephone Number: -----------------------------------------------
Dated:
- -------------------------------------------, 2002
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if (1) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this section, includes any
participant in the Book-Entry Transfer Facility's systems whose name appears on
a security position listing as the owner of the Shares) of Shares tendered
herewith and such registered holder(s) has not completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (2) such Shares are tendered for
the account of a financial institution (which includes most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program or by any other
"Eligible Guarantor Institution", as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (an "Eligible Institution"). In
all other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by shareholders of Gulf Indonesia either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if delivery of the Shares is
to be made by book-entry transfer pursuant to the procedure set forth herein and
under "THE OFFER -- Procedure for Tendering Shares" in the Offer to Purchase.
For a shareholder validly to tender Shares pursuant to the Offer, (1) a properly
completed and duly executed Letter of Transmittal (or a facsimile copy hereof)
with any required signature guarantees, certificates for Shares to be tendered
and any other required document must be received by the Depositary prior to the
Expiration Date at its address set forth herein; (2) such Shares must be
delivered pursuant to the procedures for book-entry transfer set forth herein
and under "THE OFFER -- Procedure for Tendering Shares" in the Offer to Purchase
(and the book-entry confirmation (as defined under "THE OFFER -- Acceptance for
Payment and Payment for Shares" in the Offer to Purchase) must be received by
the Depositary, including an Agent's Message if the tendering shareholder has
not delivered this Letter of Transmittal), prior to the Expiration Date; or (3)
the tendering shareholder must comply with the guaranteed delivery procedures
set forth herein and under "THE OFFER -- Procedure for Tendering Shares" in the
Offer to Purchase.
Shareholders whose certificates for Shares are not immediately available,
who cannot comply with the procedures for book-entry transfer on a timely basis
or who cannot deliver all required documents to the Depositary prior to the
Expiration Date may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth herein and under "THE OFFER -- Procedure for Tendering
Shares" in the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (1) such tender must be
made by or through an Eligible Institution, (2) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Conoco Canada, must be received by the Depositary prior to the Expiration Date
and (3) the certificates for all tendered Shares, in proper form for transfer
(or a book-entry confirmation with respect to all such Shares), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile copy
hereof), with any required signature guarantees (or, in the case-of a book-entry
transfer, an Agent's Message in lieu of a Letter of Transmittal), and any other
required documents must be received by the Depositary within three trading days
after the Expiration Date. A "trading day" is any day on which the New York
Stock Exchange is open for business.
The term "Agent's Message" means a message transmitted electronically by
the Book-Entry Transfer Facility to, and received by, the Depositary and forming
a part of a book-entry confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares which are the subject of such
book-entry confirmation, that such participant has received and agrees to be
bound by the terms of this Letter of Transmittal and that Conoco Canada may
enforce such agreement against the participant.
9
THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, IT IS RECOMMENDED THAT THE SHAREHOLDER USE PROPERLY INSURED REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering shareholders, by executing
this Letter of Transmittal (or a manually signed facsimile copy), waive any
right to receive any notice of acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares evidenced by any certificate delivered
to the Depositary herewith are to be tendered hereby, fill in the number of
Shares that are to be tendered in the box entitled "Number of Shares Tendered".
In any such case, new certificates for the remainder of the Shares that were
evidenced by the old certificates will be sent to the registered holder, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as soon
as practicable after the Expiration Date or the termination of the Offer. All
Shares represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any stock certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Conoco Canada of the authority of such person to so act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment or certificates for any Shares
not tendered or not accepted for payment are to be issued in the name of a
person other than the registered holder(s). Signatures on any such certificates
or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Conoco Canada will pay all stock transfer taxes with respect to the transfer
and sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for any Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the
10
registered holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the purchase price of such Shares
purchased unless evidence satisfactory to Conoco Canada of the payment of such
taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates evidencing the Shares
tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of, and/or
certificates for any Shares not accepted for payment or not tendered are to be
issued in the name of, a person other than the signer of this Letter of
Transmittal or if a check is to be sent, and/or such certificates are to be
returned, to a person other than the signer of this Letter of Transmittal, or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Any shareholder(s) delivering Shares by
book-entry transfer may request that Shares not purchased be credited to such
account maintained at the Book-Entry Transfer Facility as such shareholder(s)
may designate in the box entitled "Special Payment Instructions". If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above as
the account from which such Shares were delivered.
8. Backup Withholding. Under U.S. Federal income tax law, a shareholder
whose tendered Shares are accepted for payment is required, unless an exemption
applies, to provide the Depositary (as payer) with such shareholder's correct
taxpayer identification number ("TIN") on the Substitute Form W-9 below in order
to avoid "backup withholding" of U.S. Federal income tax on payments of cash
pursuant to the Offer. In addition, the shareholder must certify under penalties
of perjury that such TIN is correct and that such shareholder is not subject to
backup withholding. If a tendering shareholder is subject to backup withholding,
such shareholder must cross out item (2) of the Certification box on the
Substitute Form W-9. If such shareholder is an individual, the taxpayer
identification number is such shareholder's social security number.
The tendering shareholder should indicate in Part III of the Substitute
Form W-9 if the tendering shareholder has not been issued a TIN and has applied
for or intends to apply for a TIN in the near future, in which case the
tendering shareholder should complete the Certificate of Awaiting Taxpayer
Identification Number below. Notwithstanding that the shareholder has indicated
in Part III that a TIN has been applied for and has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will withhold 30% of all
cash payments, if any, made pursuant to the Offer until a TIN is provided to the
Depositary. However, such amounts will be refunded to such shareholder if a TIN
is provided to the Depositary within 60 days.
If the Depositary is not provided with the correct taxpayer identification
number or the certifications described above, the shareholder may be subject to
a $50 penalty imposed by the Internal Revenue Service. In addition, payments of
cash to such shareholder with respect to Shares purchased pursuant to the Offer
may be subject to backup withholding of 30%.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the U.S. Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of taxes, a refund can be obtained by filing an income tax return
with the IRS.
The shareholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Non-corporate non-U.S. shareholders should complete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding, signed under penalties of perjury, attesting to
that shareholder's exempt status, in order to avoid backup withholding. A copy
of Form W-8BEN may be obtained from the Information Agent. Exempt shareholders,
other than non-U.S. shareholders, should furnish their TIN, write "Exempt" in
11
Part II of the Substitute Form W-9 below, and sign, date and return the
Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for more
instructions.
9. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent or the Dealer Managers at their addresses and
phone numbers set forth below. You may also contact your broker, dealer,
commercial bank or trust company or other nominee for assistance concerning the
Offer.
10. Waiver of Conditions. Subject to the Offer to Purchase and the terms
of the Support Agreement (as described under "THE SUPPORT AGREEMENT" in the
Offer to Purchase), Conoco Canada reserves the right in its sole discretion to
waive, at any time or from time to time prior to the Expiration Date, any of the
specified conditions of the Offer, in whole or in part.
11. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary by checking the appropriate box and indicating
the number of Shares lost, destroyed or stolen. The shareholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
certificates have been followed.
IMPORTANT: TO TENDER SHARES PURSUANT TO THE OFFER, THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE COPY HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, ANY AGENT'S MESSAGE IN
LIEU OF A LETTER OF TRANSMITTAL, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES
FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE
DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR
TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDERS MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION FOR U.S. SHAREHOLDERS
Purpose of Substitute Form W-9. All shareholders who are U.S. persons
surrendering Shares pursuant to the Offer should complete and sign the main
signature form and the Substitute Form W-9 to provide information and
certification necessary to avoid backup withholding (unless an applicable
exemption exists and is proved in a manner satisfactory to Conoco Canada and the
Depositary). The shareholder is required to notify the Depositary of such
shareholder's correct taxpayer identification number by completing the form
contained herein certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct (or that such shareholder is awaiting a taxpayer
identification number).
What Number to Give the Depositary. The shareholder is required to give
the Depositary the social security number or employer identification number of
the record owner of the Shares. If the Shares are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
12
CERTIFICATE OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
TO BE COMPLETED BY ALL TENDERING U.S. SHAREHOLDERS
(SEE INSTRUCTION 8)
PAYER'S NAME: THE BANK OF NEW YORK
<Table>
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I: Taxpayer Identification Number -- For
FORM W-9 all accounts, enter your Taxpayer Social Security Number
Identification Number in the box at right. (For
DEPARTMENT OF THE most individuals, this is your social security OR
TREASURY INTERNAL number. If you do not have a number, see
REVENUE SERVICE Obtaining a Number in the enclosed Guidelines Other Taxpayer Identification Number
for Certification of Taxpayer Identification -------------------------------------
PAYER'S REQUEST FOR Number (TIN) on Substitute Form W-9 (the (If awaiting TIN, write "Applied For")
TAXPAYER IDENTIFICATION "Guidelines")). Certify by signing and dating
NUMBER ("TIN") AND below.
CERTIFICATION
Note: If the account is in more than one name,
check in the enclosed Guidelines to determine
which number to give the payer.
----------------------------------------------------------------------------------------
PLEASE FILL IN YOUR PART II: For Payees exempt from backup withholding, see the enclosed Guidelines for
NAME AND ADDRESS BELOW. Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
instructed therein.
----------------------------------------------------------------------------------------
----------------------- PART III: Certification -- Under penalties of perjury, I certify that:
NAME
- ----------------------- (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
ADDRESS (NUMBER AND waiting for a number to be issued to me);
STREET)
- ----------------------- (2) I am not subject to backup withholding because (a) I am exempt from backup
CITY, STATE AND ZIP withholding, or (b) I have not been notified by the Internal Revenue Service (the
CODE "IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends or (c) the IRS has notified me that I am no longer
subject to backup withholding; and
(3) I am a U.S. Person (including a U.S. Resident Alien).
Certification Instructions -- You must cross out item (2) in Part III if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on you tax returns. However, if after being
notified by the IRS that you were subject to backup withholding, you received another
notification from the IRS that you were no longer subject to backup withholding, do not
cross out Item (2). (Also see instructions in the enclosed Guidelines.)
- ------------------------------------------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
----------------------------------------------------------------------- -------------------------------------
SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO SUCH U.S. SHAREHOLDERS.
U.S. SHAREHOLDERS SHOULD REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS. U.S. SHAREHOLDERS MUST COMPLETE THE FOLLOWING CERTIFICATION IF
SUCH SHAREHOLDERS ARE AWAITING THEIR TIN.
13
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate IRS
Center or Social Security Administration Office or (2) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a Taxpayer Identification Number by the time of payment, 30% of all payments to
be made to me thereafter will be withheld until I provide a number.
Signature:
- ------------------------------------------------------ Date:
- ------------------------
14
Questions and requests for assistance may be directed to the Information
Agent and requests for additional copies of the Offer to Purchase, this Letter
of Transmittal, the Notice of Guaranteed Delivery, the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 and other
tender offer materials may be directed to the Information Agent or the Dealer
Managers at their telephone numbers and addresses set forth below and will be
furnished promptly at Conoco Canada's expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
[INNISFREE LOGO]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
The Dealer Managers for the Offer are:
[JP MORGAN LOGO]
277 Park Avenue, 9th Floor
New York, NY 10172
Toll free: (866) 262-0777
Telephone: (212) 622-2624
[MERRILL LYNCH LOGO]
Bow Valley Square IV
Suite 1650, 250-6th Avenue S.W.
Calgary, Alberta
Canada T2P 3H7
Telephone: (403) 231-7318