1 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): February 21, 2001 CONOCO INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14521 51-0370352 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 600 NORTH DAIRY ASHFORD ROAD HOUSTON, TEXAS 77079 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: 281-293-1000 Page 1 of 4 2 ITEM 5. OTHER EVENTS On February 21, 2001, Conoco Inc. announced its approval of a stock buyback program to purchase $1 billion of its Class A and B Shares from time to time over the next three years. A copy of the press release announcing the new program is filed as Exhibit 99.1 to this Current on Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated February 21, 2001 with respect to Conoco Inc.'s new stock buyback program SIGNATURES 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. CONOCO INC. By: /s/ Rick A. Harrington ------------------------------------------------ Rick A. Harrington Senior Vice President, Legal, and General Counsel Date: February 23, 2001 Page 2 of 4 3 EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 99.1 Press Release dated February 21, 2001 with respect to Conoco Inc.'s new stock buyback program Page 3 of 4