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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Section 240.14a-12
CONOCO INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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EXHIBIT 99.1
Contact: Sondra Fowler
(281) 293-4595
CONOCO TO COMBINE ITS CLASS A AND CLASS B SHARES INTO A NEW,
SINGLE CLASS OF COMMON STOCK
HOUSTON (July 17, 2001) -- Conoco Inc. (NYSE: COC.A) (NYSE COC.B) today
announced that its Board of Directors has approved, and recommended to the
stockholders for approval, the elimination of Conoco's dual class capital
structure by combining the company's Class A common stock and Class B common
stock into a single class of new common stock on a one-for-one basis.
The transaction is subject to the approval of Conoco Class A
stockholders and Class B stockholders voting together as a single class, and to
the approval of the Class B stockholders voting as a separate class. The current
dual class structure was established in connection with Conoco's 1998 initial
public offering (IPO) of Class A common stock. At the time of the IPO, Conoco's
former sole stockholder, E.I. du Pont de Nemours and Company, retained ownership
of all of the Class B common stock, representing approximately 92 percent of the
voting power and 70 percent of all outstanding Conoco stock. Such Class B common
stock was subsequently distributed to the DuPont stockholders.
DuPont received a ruling from the Internal Revenue Service that the
distribution would be tax free to DuPont and its stockholders. DuPont recently
received a supplemental ruling from the Internal Revenue Service confirming that
the proposed combination will not affect the prior letter ruling.
"Having a single publicly traded class of common stock will eliminate
the
More....
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CONOCO TO COMBINE ITS CLASS A AND CLASS B SHARES INTO A NEW, SINGLE CLASS OF
COMMON STOCK
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confusion that resulted from the dual class structure, and will end trading
disparities that existed between the Class A and Class B stock," said Conoco
Chairman and CEO Archie Dunham. "This also is expected to increase the overall
liquidity of Conoco's common stock."
After the transaction, the holders of the new common stock will have
one vote per share on all matters submitted to a stockholder vote. Class B
stockholders currently have five votes per share.
Conoco intends to call a special meeting as soon as practicable to
obtain the approval of its stockholders. A complete description of the proposal
will be included in the proxy statement for the special meeting, and
stockholders are encouraged to read the proxy statement before making any
decision with respect to the proposal.
Conoco is a major, integrated energy company headquartered in Houston
and active in more than 40 countries.
# # #
07/17/01
http://www.conoco.com
Note: Conoco will file the proxy statement for the special meeting with the
Securities and Exchange Commission. Conoco urges its stockholders to read the
proxy statement because it will contain important information about the proposal
and the interests of the participants in the solicitation of proxies. A free
copy of the proxy statement (when it is available) and other documents filed
electronically by Conoco with the SEC can be obtained at the SEC's website at
http://www.sec.gov. Conoco stockholders may also obtain a free copy of the proxy
statement (when it is available) and these other documents by directing requests
to Conoco, Attention: Shareholder Relations Department.
This release contains "forward-looking statements", as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Specifically, statements that
are not historical facts, including statements accompanied by words such as
"believe," "expect," "estimate," "intend," or "plan" are intended to identify
forward-looking statements and convey the uncertainty of future events or
outcomes. 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. Among the factors that could cause such differences include,
but are not limited to: risks associated with implementing the combination;
risks that the stockholders of the company may not approve and/or the company
may not implement the combination; and risks associated with the company's
inability to predict the effect of the proposal or its enactment on the prices
of either its Class A common stock or its Class B common stock or the new common
stock to be issued.