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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): JULY 17, 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
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ITEM 5. OTHER EVENTS
On July 17, 2001, Conoco Inc. (the "Company") announced that its Board
of Directors has approved, and recommended to the Company's stockholders for
approval, the elimination of the Company'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 press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
The transaction is subject to the approval of the Company's Class A
common stockholders and Class B common stockholders voting together as a single
class, and to the approval of the Class B common stockholders voting as a
separate class. The Company intends to call a special meeting as soon as
practicable to obtain the approval of its stockholders. 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.
The Company's current dual class structure was established in
connection with its 1998 initial public offering of Class A common stock. At the
time of the initial public offering, the Company's former sole stockholder, E.I.
du Pont de Nemours and Company ("DuPont"), retained ownership of all of the
Class B common stock, representing approximately 92 percent of the voting power
and 72 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 would not
affect the prior ruling.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 -- Press release dated July 17, 2001
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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/ Robert W. Goldman
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Name: Robert W. Goldman
Title: Senior Vice President, Finance,
and Chief Financial Officer
Date: July 17, 2001
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99.1 Press release dated July 17, 2001