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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CONOCO INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 600 NORTH DAIRY ASHFORD 51-0370352
(State of incorporation) HOUSTON, TEXAS 77079 (I.R.S. Employer
TEL: (281) 293-1000 Identification No.)
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
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RICK A. HARRINGTON, ESQ.
SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
TEL: (281) 293-1000
FAX: (281) 293-1440
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
KELLY B. ROSE, ESQ.
BAKER BOTTS L.L.P.
3000 ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
TEL: (713) 229-1234
FAX: (713) 229-1522
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share(1)......................... 100,000 shares $31.12(2) $3,112,000(2) $778(2)
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(1) Includes associated preferred share purchase rights, which will attach to
and trade with the shares of Common Stock of Conoco Inc. ("Conoco") being
registered hereby ("New Common Stock"). The New Common Stock being
registered hereby will be issued pursuant to Conoco Connection, Conoco's
direct stock purchase and dividend reinvestment plan set forth in the
prospectus included herein, after completion of the merger contemplated by
the Agreement and Plan of Merger, dated as of July 17, 2001, as amended and
restated in its entirety as of July 31, 2001, between Conoco and Conoco
Delaware I, Inc., a wholly owned subsidiary of Conoco, pursuant to which
each outstanding share of Class A common stock, par value $.01 per share, of
Conoco and each outstanding share of Class B common stock, par value $.01
per share, of Conoco ("Class B Common Stock") will be converted into one
share of New Common Stock.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c). Pursuant to Rule 457(c), the proposed maximum offering price
has been calculated based on the average of the high and low prices of the
Class B Common Stock on the New York Stock Exchange on August 1, 2001.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 7, 2001
PROSPECTUS
CONOCO INC.
SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE
Conoco Inc. is pleased to offer you the opportunity to participate in
CONOCO CONNECTION, a direct stock purchase and dividend reinvestment plan.
Participants in CONOCO CONNECTION may:
- Purchase shares without paying brokerage fees.
- Reinvest dividends and/or make additional cash purchases by check or
automatic deduction from their U.S. bank accounts.
- Transfer and sell shares easily.
- Own and transfer shares without holding stock certificates.
Conoco has appointed EquiServe Trust Company, N.A. to administer CONOCO
CONNECTION. All purchases of common stock will be made by EquiServe at 100% of
the then-current market price of the common stock, calculated as described in
this prospectus, either in the open market or from Conoco.
Conoco has applied to list the common stock on the New York Stock Exchange
under the symbol "COC."
INVESTING IN CONOCO COMMON STOCK INVOLVES RISKS. SEE QUESTION 30, WHAT
ARE THE RISKS OF PARTICIPATING IN CONOCO CONNECTION? BEGINNING ON PAGE 11 OF
THIS PROSPECTUS.
To the extent required by law in certain jurisdictions, shares offered
through CONOCO CONNECTION will be offered through a registered broker dealer to
persons not currently Conoco stockholders.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 2001
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[CONOCO LOGO]
CONOCO INC.
CONOCO CONNECTION
, 2001
TABLE OF CONTENTS
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PAGE
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Summary........................................................................ 1
CONOCO CONNECTION.............................................................. 1
ABOUT CONOCO................................................................... 2
CONOCO CONNECTION.............................................................. 3
1. What is CONOCO CONNECTION?.............................................. 3
2. What options are available under CONOCO CONNECTION?..................... 3
3. Who administers CONOCO CONNECTION? How do I contact them?............... 3
4. Who can join CONOCO CONNECTION?......................................... 4
5. How do I join CONOCO CONNECTION?........................................ 4
6. Can I enroll via the Internet?.......................................... 5
7. Are there fees associated with participation?........................... 5
8. What are the dividend payment options?.................................. 5
9. How do I change my dividend payment option?............................. 6
10. How can I stop reinvesting dividends?................................... 6
11. Can my cash dividends be deposited directly to my bank account?......... 6
12. How do I make additional cash purchases of common stock?................ 6
13. How do I change or stop automatic deductions from my bank account?...... 7
14. Is there any limit on cash purchases?................................... 7
15. How are shares purchased and priced?.................................... 7
16. When will shares be purchased?.......................................... 7
17. How are payments with "insufficient funds" handled?..................... 8
18. Will I receive stock certificates for shares I purchase through CONOCO
CONNECTION?............................................................. 8
19. What is the "book-entry" procedure for holding and transferring
shares?................................................................. 8
20. How do I get a stock certificate for the shares credited to my
account?................................................................ 8
21. Why should I deposit my stock certificates with EquiServe? How can I do
this?................................................................... 8
22. How do I sell shares?................................................... 9
23. Can I transfer my shares to someone else?............................... 10
24. What reports will I receive?............................................ 10
25. What are the tax consequences of participating in CONOCO CONNECTION?.... 10
26. Will federal income tax be withheld from dividends or sales proceeds?... 11
27. What if Conoco issues a stock dividend or declares a stock split or
rights offering?........................................................ 11
28. How do I vote my CONOCO CONNECTION shares at stockholder meetings?...... 11
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PAGE
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29. Can CONOCO CONNECTION be changed or terminated?......................... 11
30. What are the risks of participating in CONOCO CONNECTION?............... 11
31. What law applies to CONOCO CONNECTION?.................................. 12
32. How will Conoco use the proceeds from its sale of stock?................ 12
33. How can I find more information about Conoco?........................... 12
Experts........................................................................ 13
Legal Matters.................................................................. 13
</Table>
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SUMMARY
This summary highlights selected information from this document but may not
contain all the information that is important to you. To fully understand CONOCO
CONNECTION and for a more complete description of the legal terms of CONOCO
CONNECTION, you should read carefully this entire document and the documents to
which we have referred you. To find out how to obtain copies of these documents,
see Question 33, How can I find more information about Conoco? on page 12.
CONOCO CONNECTION
- If you are not currently a Conoco stockholder, you can purchase common
stock for the first time with a minimum investment of $250. Your initial
purchase can be made in one payment of $250 by check or money order or
through automatic deductions of a minimum of $50 per transaction from
your U.S. bank account for at least five consecutive purchases.
- If you are an existing stockholder, you may:
- Automatically reinvest all or part of your cash dividends in additional
shares.
- Make additional cash purchases of common stock (minimum of $50) by
check, money order or automatic deductions from your U.S. bank account.
- You do not need to reinvest your dividends to participate. Dividends not
reinvested can be paid to you by check or electronic deposit to your U.S.
bank account.
- Cash investments are subject to an annual maximum of $250,000 through
CONOCO CONNECTION.
- Purchase orders are processed at least once every five days.
- Your whole and fractional Conoco shares are held in safe and convenient
book-entry form. However, stock certificates are free of charge upon
request.
- For safekeeping purposes, stock certificates can be converted into
book-entry shares, which will be credited to your account at no cost to
you.
- You can sell your shares by simply picking up the telephone and
instructing EquiServe or through EquiServe's website,
www.equiserve.com. Sale orders are processed daily.
- You can transfer shares or make gifts of shares easily and at no cost.
- You can handle all transactions by mail and most by fax and can
accomplish many account inquiries and sell shares over the telephone
and/or Internet.
HOW TO PARTICIPATE IN CONOCO CONNECTION:
- New investors may make their initial investment by completing an Initial
Investment Form and either mailing it with a check or money order for at
least $250 or, alternatively, new investors can make their first purchase
by authorizing automatic deductions of a minimum of $50 per transaction
for at least five consecutive purchases from a designated account at a
U.S. bank or financial institution. New investors can also enroll on the
Internet at www.equiserve.com.
- Current registered stockholders can reinvest dividends immediately by
filling out the Enrollment Authorization Form and sending it to
EquiServe. They can also make additional cash purchases of common stock
by sending a check for a minimum of $50 or by authorizing EquiServe to
make automatic deductions of a minimum of $50 from a designated account
at a U.S. bank or financial institution.
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- Conoco stockholders holding their stock through a broker must become
registered stockholders to enroll in CONOCO CONNECTION. See Question 5,
How do I join CONOCO CONNECTION? for instructions.
FEES AND COMMISSIONS:
- New investors pay a one-time fee of $10, taken from their initial
investment funds. Current stockholders enrolling to reinvest dividends or
make additional cash purchases do not pay this fee.
- Conoco pays all fees and brokerage commissions on dividend reinvestments,
and most fees and all brokerage commissions on purchases, in addition to
the cost of annual maintenance of your account and the fees for automatic
deductions from your bank account.
- You will be charged a $10 fee and reasonable brokerage commissions
(currently $0.12 per share) on sales of shares through CONOCO CONNECTION.
- Returned checks or failed automatic deduction transactions will result in
a charge of $25 to the participant.
ABOUT CONOCO
- Conoco is a major, integrated, global energy company. Conoco was founded
in 1875 and is involved in exploring for and developing, producing and
selling crude oil, natural gas and natural gas liquids, refining crude
oil and other feedstocks into petroleum products, buying and selling
crude oil and refined products and transporting, distributing and
marketing petroleum products. Conoco is also engaged in developing and
operating power facilities.
- Conoco has applied to list the common stock on the New York Stock
Exchange under the symbol "COC."
- Conoco's principal executive office is located at 600 North Dairy
Ashford, Houston, Texas 77079, and its telephone number is (281)
293-1000.
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CONOCO CONNECTION
The following questions and answers explain and constitute CONOCO
CONNECTION:
1. WHAT IS CONOCO CONNECTION?
CONOCO CONNECTION is a convenient and economical way for new investors to
make an initial investment in Conoco common stock and for existing stockholders
to increase their holdings of Conoco common stock. Participants in CONOCO
CONNECTION may elect to have dividends on common stock automatically reinvested
and to make additional cash purchases.
Participation in CONOCO CONNECTION is entirely voluntary and we give no
advice regarding your decision to join CONOCO CONNECTION. However, if you decide
to participate in CONOCO CONNECTION, an enrollment form and reply envelope are
enclosed for your convenience. Initial Investment Forms for new investors are
also available, and may be completed, on the Internet at www.equiserve.com.
2. WHAT OPTIONS ARE AVAILABLE UNDER CONOCO CONNECTION?
CONOCO CONNECTION allows participants to:
- Make initial investments in common stock;
- Have their dividends on common stock automatically reinvested (fully or
partially) in additional shares of common stock; and
- Make additional cash purchases of common stock by check, money order or
automatic deductions from their U.S. bank accounts.
As a participant, you can mix and match CONOCO CONNECTION features. For
example, you can convert your stock certificates into book-entry shares,
continue to receive dividends in cash, and purchase more shares through
additional cash purchases.
3. WHO ADMINISTERS CONOCO CONNECTION? HOW DO I CONTACT THEM?
Conoco has engaged EquiServe Trust Company, N.A. to administer and act as
agent for CONOCO CONNECTION. EquiServe purchases shares of Conoco common stock
acquired under CONOCO CONNECTION, keeps records, sends statements of account
activity to participants and performs all other administrative duties relating
to CONOCO CONNECTION.
By enrolling in CONOCO CONNECTION, you are authorizing EquiServe to receive
your initial investment and/or additional cash purchases and/or dividends (if
you reinvest your dividends) on your behalf and to apply these amounts to the
purchase of Conoco common stock.
All inquiries, notices, requests and other communications concerning CONOCO
CONNECTION should be directed to:
CONOCO CONNECTION
c/o EQUISERVE
P.O. BOX 2598
JERSEY CITY, NJ 07303-2598
TELEPHONE
Current stockholders: (800) 317-4445
New Investors requesting program material: (800) 483-0294
Available 24 hours a day, 7 days a week
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Customer service representatives:
U.S.: (800) 317-4445
Outside the U.S. and Canada: (201) 324-0313
TDD: (201) 222-4955
Available from 8:30 a.m. to 7:00 p.m. U.S. Eastern time each business
day for both current and new investors with questions about CONOCO
CONNECTION.
INTERNET
You can obtain information about your CONOCO CONNECTION account on
EquiServe's Internet site at www.equiserve.com. At the Internet site, you can
access your share balance, sell shares, request a stock certificate, and obtain
online forms and other information about your account. To get access, you will
require a password. EquiServe will automatically send you a password. If you
need a password prior to receiving your password in the mail, call 877-THE-WEB7
(877-843-9327).
Conoco may assume the administration of CONOCO CONNECTION at any time or
appoint another agent for CONOCO CONNECTION without prior notice to
participants.
4. WHO CAN JOIN CONOCO CONNECTION?
Anyone is eligible to join CONOCO CONNECTION, whether or not they are
currently stockholders of Conoco. If you are a resident of a foreign country,
you should make sure that participation would not violate any laws in your home
country.
5. HOW DO I JOIN CONOCO CONNECTION?
- Registered stockholders. If you are already a Conoco stockholder of
record (that is, if you own shares that are registered in your name, not
your broker's name), you may enroll in CONOCO CONNECTION simply by
completing and returning the enclosed Enrollment Authorization Form.
Forms may also be obtained by calling EquiServe directly at (800)
317-4445.
- Stockholders owning Conoco common stock through a Bank, Broker or
Trustee. If you own shares of Conoco common stock but they are held in
the name of a bank, broker or trustee in "street" or nominee name, you
can become a registered holder by instructing your bank, broker or
trustee to transfer at least one share into your name. Once at least one
share is registered in your name, you can complete an Enrollment
Authorization Form as described above.
You may also enroll in the same manner as someone who is not currently a
stockholder as described below.
- New investors. If you are not a current Conoco stockholder or if you
want to establish a separate account by purchasing shares through CONOCO
CONNECTION (for example, a joint account with your spouse, or as a
custodian for a minor), you may enroll by filling out an Initial
Investment Form and returning it to EquiServe with a payment of at least
$250 and no more than $250,000. Initial cash payments may be made by
check or money order payable to "EquiServe -- Conoco." All money must be
in U.S. funds and drawn on a U.S. bank or financial institution.
Third-party checks will not be accepted. As an alternative, you may
enroll by accessing CONOCO CONNECTION over the Internet at
www.equiserve.com and make your initial purchase through authorizing
automatic deductions from your U.S. bank or financial institution.
Conoco will waive the $250 minimum initial investment for investors who
choose to make their initial purchase and subsequent on-going purchases of
common stock through automatic monthly investments. You must authorize an
Automatic Clearing House deduction of a minimum of $50 per transaction from a
designated account at a U.S. bank or financial institution for at least five
consecutive purchases. To do this, you must complete and return an Authorization
Form for Automatic Deductions to EquiServe, together with a voided blank check
or savings account deposit slip for the account from which funds are to be
drawn. An Authorization Form for Automatic Deductions is located on the reverse
of the Initial Investment Form. You should allow four to six weeks for the first
investment to be initiated. You can designate whether you would like funds
deducted once or twice per month on either the first day of the
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month, the fifteenth day of the month, or both. Once automatic deductions are
initiated, funds will be drawn from your account on the first and/or fifteenth
day of each month or the next business day if the first and/or fifteenth are not
business days. After fulfilling the minimum purchase requirement, you can stop
the automatic investments by telephoning or writing to EquiServe.
Your enrollment fee of $10 will be subtracted from your initial investment
amount, with the remainder of the funds being applied toward your first
purchase.
6. CAN I ENROLL VIA THE INTERNET?
If you are not currently a Conoco stockholder, you may enroll in CONOCO
CONNECTION and make your initial investment in shares via the Internet. You can
access the CONOCO CONNECTION prospectus through the Internet at
www.equiserve.com. After reviewing this document, click on "Enrollment" to link
to a secure website where, after providing the necessary information, you may
enroll in CONOCO CONNECTION by authorizing automatic deductions of a minimum of
$50 per transaction (once or twice per month) from a designated account at a
U.S. bank or financial institution for at least five consecutive purchases.
7. ARE THERE FEES ASSOCIATED WITH PARTICIPATION?
- New investors in Conoco common stock pay a one-time fee of $10 upon
joining CONOCO CONNECTION, which will be deducted from their initial
investment funds. Current stockholders enrolling to reinvest dividends or
make additional cash purchases of common stock do not pay this fee.
Conoco pays the brokerage commission on shares purchased with your
initial investment.
- Conoco pays the fees and brokerage commissions on all other purchases,
including dividend reinvestments, in addition to the fees for automatic
deductions from your bank account and the annual maintenance cost of your
account.
- If you ask EquiServe to sell any of your shares, you will be charged a
$10 fee and reasonable brokerage commissions (currently $0.12 per share).
- Returned checks or failed automatic deduction transactions will result in
a charge of $25 to you.
8. WHAT ARE THE DIVIDEND PAYMENT OPTIONS?
Participants in CONOCO CONNECTION may choose to reinvest some, all or none
of their dividends.
- If you elect full reinvestment, cash dividends paid on all Conoco common
stock registered in your name, whether held by you in stock certificate
form or credited to your book-entry account, will be applied to the
purchase of additional shares of Conoco common stock, on or around the
dividend payment date.
- If you elect partial reinvestment of dividends, a portion of your
dividend proceeds will be paid to you in cash, and the remainder will be
used to purchase additional shares of Conoco common stock, on or around
the dividend payment date. To do this, you must specify the number of
whole shares on which you wish to receive cash dividends. The dividends
on the balance of your shares will be reinvested. You may choose to have
cash dividends directly deposited in your designated account at a U.S.
bank or financial institution or sent to you by check.
- You can also elect to receive all of your dividends in cash rather than
reinvesting them. If you do not elect a dividend payment option on the
enrollment form, your dividends will be fully reinvested.
CONOCO EXPECTS ANY FUTURE DIVIDENDS ON SHARES OF COMMON STOCK TO BE PAID ON
THE 10TH OF MARCH, JUNE, SEPTEMBER AND DECEMBER TO STOCKHOLDERS OF RECORD ON THE
10TH OF THE PRECEDING FEBRUARY, MAY, AUGUST AND NOVEMBER.
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9. HOW DO I CHANGE MY DIVIDEND PAYMENT OPTION?
You may change your dividend option, including the amount of dividends
received in cash or applied to the purchase of additional shares, at any time by
telephoning EquiServe, or by completing and submitting a new Enrollment
Authorization Form by fax or mail. EquiServe must receive any changes before the
dividend record date for the change to be effective for that dividend. You can
obtain the Enrollment Authorization Form by contacting EquiServe by telephone or
at the address provided in Question 3, Who administers CONOCO CONNECTION? How do
I contact them? You can also obtain a copy of the form on EquiServe's Internet
site.
10. HOW CAN I STOP REINVESTING DIVIDENDS?
You may discontinue reinvestment of dividends at any time by calling or
writing to EquiServe at the telephone numbers and address set forth in Question
3, Who administers CONOCO CONNECTION? How do I contact them? However, EquiServe
must receive your request before the dividend record date for the change to be
effective for that dividend.
Even if you stop reinvestment, your shares will continue to be credited in
book-entry form to your account at EquiServe unless you request a stock
certificate. You may request a certificate for all or part of your shares by
following the procedures set forth in Question 20, How do I get a stock
certificate for the shares credited to my account?
11. CAN MY CASH DIVIDENDS BE DEPOSITED DIRECTLY TO MY BANK ACCOUNT?
Through CONOCO CONNECTION's direct deposit feature, you may elect to have
any cash dividends not reinvested paid by electronic funds transfer to your
designated U.S. bank account. To do this, you must first complete and return a
Direct Deposit Authorization Form to EquiServe along with a copy of a voided
blank check or savings account deposit slip. This form is not included with your
CONOCO CONNECTION material and must be specifically requested from EquiServe by
calling (800) 870-2340 or obtained on-line at www.equiserve.com.
Forms must be received by EquiServe at least seven business days before the
dividend record date to be effective for that dividend. Forms received after
that date will not become effective until the following dividend. You may
discontinue this feature by writing to EquiServe. You must complete a new Direct
Deposit Authorization Form if you transfer ownership of shares or otherwise
establish a new account with EquiServe, close or change the designated bank
account, or are assigned a new account number by your bank. If the proper forms
are not completed, you will receive your dividend payment by check.
12. HOW DO I MAKE ADDITIONAL CASH PURCHASES OF COMMON STOCK?
Additional cash purchases can be made in the following ways:
- Check or money order. You can make additional cash purchases of common
stock by check or money order for a minimum of $50, payable in U.S.
dollars to "EquiServe -- Conoco." You should send your additional cash
purchase payments to EquiServe together with the tear-off Transaction
Form attached to each account statement or, if making an investment while
enrolling, with the Enrollment Authorization Form. You should also write
your CONOCO CONNECTION account number on the check or money order.
- Automatic deduction from a bank account. You may make automatic
additional cash purchases through an Automated Clearing House withdrawal
of a specified amount from a designated account at a U.S. bank or
financial institution. You can designate whether you would like funds
deducted once or twice per month, either on the first day of the month,
the fifteenth day of the month, or both. To do this, you must complete
and return an Authorization Form for Automatic Deductions to EquiServe,
together with a voided blank check or savings account deposit slip for
the account from which funds are to be drawn. You should allow four to
six weeks for the first investment to be initiated. Once automatic
deductions are initiated, funds will be drawn from your account on the
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first and/or fifteenth day of each month or the next business day if the
first and/or fifteenth are not business days. If you authorize automatic
deductions once a month, you can specify whether your deduction will be
made on the first or the fifteenth of the month. Automatic deductions
will continue until you instruct EquiServe to stop.
Regardless of how you make your purchase, you will benefit from the full
investment of your funds, as both whole and fractional shares are credited to
your account.
13. HOW DO I CHANGE OR STOP AUTOMATIC DEDUCTIONS FROM MY BANK ACCOUNT?
You may change or stop automatic deductions by notifying EquiServe by
telephone, mail or fax. You must complete a new Authorization Form for Automatic
Deductions when you transfer ownership of your shares or otherwise establish a
new account on EquiServe's records, close or change the designated bank account
or are assigned a new account number by your bank.
To be effective with respect to a particular investment date, EquiServe
must receive the new Authorization Form for Automatic Deductions at least eight
business days before the date that funds are scheduled to be withdrawn from your
account.
14. IS THERE ANY LIMIT ON CASH PURCHASES?
Total cash purchases of common stock may not exceed $250,000 per calendar
year, including your initial cash investment, if applicable.
15. HOW ARE SHARES PURCHASED AND PRICED?
- Source of shares and purchase price. Conoco will decide how EquiServe
will purchase shares for CONOCO CONNECTION. We will instruct EquiServe to
purchase shares in the open market or to buy newly issued or treasury
shares directly from Conoco.
If EquiServe buys shares in the open market, the purchase price will be the
average price paid per share in the period during which shares are purchased. If
new shares or treasury shares are issued, the purchase price will be the average
of the high and low prices based on the New York Stock Exchange composite
transactions tape on the date they are purchased from Conoco.
16. WHEN WILL SHARES BE PURCHASED?
- Purchase period -- Initial cash investments and additional cash
purchases. EquiServe will invest funds in Conoco common stock at least
once every five business days. EquiServe, not Conoco, will determine the
actual investment date. If you sign up to make automatic purchases of
common stock by authorizing EquiServe to deduct $50 or more from your
bank account either once or twice a month, your payment will be
transferred on the first and/or fifteenth of each month (as elected by
you) or on the next business day if the first and/or fifteenth are not
business days.
- You will not be paid any interest on amounts held by EquiServe pending
investment. EquiServe will return any funds held pending investment,
provided that EquiServe receives your request not less than two business
days before the date that the funds will be invested.
- To be sure you receive the next dividend to be paid, initial investments
and additional cash purchases of common stock must be received by
EquiServe at least eight business days before the record date for that
dividend.
- Reinvested dividends. When EquiServe purchases shares in the open market
with dividends to be reinvested, EquiServe will purchase shares at any
time beginning on the dividend payment date and ending no later than 30
days after the dividend payment date. If new shares or previously issued
shares held in Conoco's treasury are issued, EquiServe will purchase
shares from Conoco on the dividend payment date.
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PLEASE NOTE THAT YOU WILL NOT BE ABLE TO INSTRUCT EQUISERVE TO PURCHASE
SHARES AT A SPECIFIC DATE, TIME OR PRICE OR SELECT THE BROKER OR DEALER THROUGH
WHOM PURCHASES ARE TO BE MADE. IF YOU PREFER TO HAVE CONTROL OVER THE EXACT
TIMING AND PRICE OF YOUR PURCHASE, YOU WILL NEED TO USE YOUR OWN BROKER.
17. HOW ARE PAYMENTS WITH "INSUFFICIENT FUNDS" HANDLED?
In the event that any check or other deposit is returned unpaid for any
reason, or your designated U.S. bank account does not have sufficient funds for
an automatic debit, EquiServe will consider the request for investment of that
purchase null and void and will immediately remove from your account any Conoco
shares already purchased in anticipation of receiving those funds. If the net
proceeds from the sale of those shares are insufficient to satisfy the balance
of the uncollected amounts, EquiServe may sell additional Conoco shares from
your account as necessary to satisfy the uncollected balance. There is a fee
(currently $25) for any check or other deposit that is returned unpaid by your
bank and for any failed automatic deduction from your designated U.S. bank
account. This fee will be collected by EquiServe through the sale of the number
of Conoco shares from your account necessary to satisfy the fee.
18. WILL I RECEIVE STOCK CERTIFICATES FOR SHARES I PURCHASE THROUGH CONOCO
CONNECTION?
You will not receive stock certificates for shares purchased through CONOCO
CONNECTION. EquiServe will credit those shares in book-entry form to an account
in your name at EquiServe. Similarly, any stock certificates which you may send
to EquiServe for deposit will be converted into book-entry shares and credited
to your account.
19. WHAT IS THE "BOOK-ENTRY" PROCEDURE FOR HOLDING AND TRANSFERRING SHARES?
The book-entry procedure for share ownership is a way for stockholders to
hold and transfer their shares without having to use physical stock
certificates. Book-entry share ownership provides benefits to Conoco and its
stockholders by:
- eliminating the chance of lost or destroyed certificates;
- eliminating the need for certificate storage; and
- reducing the costs associated with the issuance and delivery of stock
certificates.
At any time, you may request and receive stock certificates for whole
shares that are held in book-entry form by following the procedures set forth in
Question 20, How do I get a stock certificate for the shares credited to my
account? You may also sell shares held in book-entry form by following the
procedures set out in Question 22, How do I sell shares?
20. HOW DO I GET A STOCK CERTIFICATE FOR THE SHARES CREDITED TO MY ACCOUNT?
To obtain stock certificates for all or some of your shares, you can access
your account via the Internet at www.equiserve.com, or call, write or fax
EquiServe. This service is free.
Certificates are normally issued within two days after receipt of your
request and will be issued to you and registered in your name. Stock
certificates for fractional shares cannot be issued. If you request a
certificate for all shares credited to your account, a certificate will be
issued for the whole shares and a check payment will be made for any remaining
fractional share. That cash payment will be based upon the then-current market
price of the common stock, less any service fee and applicable brokerage
commission.
21. WHY SHOULD I DEPOSIT MY STOCK CERTIFICATES WITH EQUISERVE? HOW CAN I DO
THIS?
Your stock certificates are valuable and expensive to replace if lost or
stolen. CONOCO CONNECTION offers you the convenience of depositing your stock
certificates for conversion into book-entry shares at any time.
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Once converted, your book-entry shares are credited to your account and may
be transferred or sold through CONOCO CONNECTION in the same convenient way as
those shares you acquire through CONOCO CONNECTION.
Depositing your stock certificates does not require that you reinvest your
dividends.
To deposit stock certificates into your CONOCO CONNECTION account, send the
unendorsed certificates to:
CONOCO CONNECTION
c/o EQUISERVE
P.O. BOX 2598
JERSEY CITY, NJ 07303-2598
To insure against loss resulting from mailing certificates, EquiServe will
provide limited mailing insurance free of charge. To be eligible for certificate
mailing insurance, you must observe the following guidelines. Certificates must
be mailed in brown, pre-addressed return envelopes provided by EquiServe.
Certificates mailed to EquiServe will be insured for the current market value
(up to $25,000) provided they are mailed first class. You must notify EquiServe
of any lost certificate claim within 30 calendar days of the date the
certificates were mailed. The maximum insurance protection provided is $25,000
and coverage is available only when the certificate(s) are sent to EquiServe in
accordance with the guidelines described above.
Insurance covers the replacement of shares of Conoco stock, but in no way
protects against any loss resulting from fluctuations in the value of such
shares from the time you mail the certificates until such time as replacement
can be completed.
If you do not use the brown, pre-addressed envelope provided by EquiServe,
certificates mailed should be insured for possible mail loss for 2% of the
market value (minimum of $20). This represents your approximate replacement cost
if the certificates are lost in transit to EquiServe. If you wish to deposit
common stock with a market value greater than $25,000, please call EquiServe for
instructions.
There is no charge for depositing your stock certificates. You also may
request a stock certificate for any of your deposited shares at any time, free
of charge. See Question 20, How do I get a stock certificate for the shares
credited to my account?
22. HOW DO I SELL SHARES?
To sell any shares that you hold in stock certificate form through CONOCO
CONNECTION, they must first be converted into book-entry shares and credited to
your account with EquiServe.
You can sell any of the shares credited to your account with EquiServe by
accessing your account via the Internet at www.equiserve.com, telephoning
EquiServe, or completing the Transaction Form attached to your CONOCO CONNECTION
account statement and returning it to EquiServe by fax or mail.
If you have elected to receive cash dividends on some of your shares and
reinvest dividends on the balance of your shares, unless you specify otherwise,
the shares on which you are reinvesting dividends will be used to fill the sale
order first. If those shares are insufficient to fill the sale order, shares on
which you have elected to receive cash dividends will also be sold.
EquiServe will sell shares daily on the open market through its designated
broker. To be processed the same day, all sale requests must be received before
1:00 p.m. (Eastern time) on a business day during which EquiServe and the
relevant securities trading markets are open. The sales price will be the
average price per share received by EquiServe for all sales made that day for
CONOCO CONNECTION participants. The cash proceeds that you will receive for the
shares sold will be equal to this average sales price minus the $10 service
charge per sale and the brokerage commission on the shares sold. See Question 7,
Are there fees associated with participation?
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You should be aware that the price of Conoco common stock may rise or fall
during the period between a request for sale, its receipt by EquiServe and the
ultimate sale on the open market. Instructions sent to EquiServe are binding and
may not be rescinded.
PLEASE NOTE THAT EQUISERVE WILL NOT ACCEPT INSTRUCTIONS TO SELL ON SOME
LATER DAY OR AT A SPECIFIC TIME OR PRICE. IF YOU WANT TO HAVE CONTROL OVER THE
EXACT TIMING AND SALES PRICES, YOU CAN WITHDRAW THE SHARES YOU WISH TO SELL AND
SELL THEM THROUGH YOUR OWN BROKER.
23. CAN I TRANSFER MY SHARES TO SOMEONE ELSE?
To transfer some or all of your shares to another person or entity, simply
call EquiServe. You will be asked to send EquiServe written transfer
instructions, or you can fill out the transfer instructions on the reverse of
the Transaction Form attached to your account statement. Your signature must be
"Medallion Guaranteed" by a financial institution. Once EquiServe receives all
of the necessary forms and documents, your request will be processed promptly.
This service is free.
You may transfer shares to new or existing Conoco stockholders. However, a
CONOCO CONNECTION account will not be opened for a transferee as a result of a
transfer of less than one full share.
24. WHAT REPORTS WILL I RECEIVE?
To help you in your record keeping, EquiServe will send you the following
information:
- For each initial cash investment, additional cash purchase, sale or
transfer that you make or receive, a statement detailing the transaction;
- For each dividend reinvested, a statement detailing all activity in your
account for that calendar year; and
- For any transactions you make after the fourth quarter dividend, an
updated cumulative statement detailing all activity in your account for
that year.
IT IS VERY IMPORTANT TO RETAIN YOUR STATEMENTS IN A SAFE PLACE FOR TAX
PURPOSES. EQUISERVE WILL CHARGE YOU $5 FOR EACH DUPLICATE STATEMENT YOU REQUEST
FOR ACCOUNT ACTIVITY OLDER THAN TWO CALENDAR YEARS.
In addition to reports regarding CONOCO CONNECTION, you will receive copies
of the same communications sent to all other holders of Conoco common stock,
such as annual reports and proxy statements. You will also receive any Internal
Revenue Service information returns, if required.
25. WHAT ARE THE TAX CONSEQUENCES OF PARTICIPATING IN CONOCO CONNECTION?
All the dividends paid to you -- whether or not they are reinvested -- are
considered taxable income to you in the year they are paid by Conoco. Also, the
Internal Revenue Service will treat as taxable income to you any brokerage
commissions that Conoco pays on your behalf for purchases of shares through
CONOCO CONNECTION. The total amount will be reported to you and to the Internal
Revenue Service on IRS Form 1099-DIV shortly after the close of each year.
All shares of Conoco common stock that are sold through EquiServe will be
reported to the IRS as required by law. IRS Form 1099-B will be mailed shortly
after the close of each year to all those who sold stock through CONOCO
CONNECTION. The 1099-B form will include only proceeds you received from the
sale of your shares. You are responsible for calculating the cost basis of the
shares you sold and any gain or loss on the sale.
BE SURE TO KEEP YOUR ACCOUNT STATEMENTS FOR INCOME TAX PURPOSES. IF YOU
HAVE QUESTIONS ABOUT THE TAX IMPACT OF ANY TRANSACTIONS YOU ARE CONTEMPLATING,
PLEASE CONSULT YOUR OWN TAX ADVISOR.
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26. WILL FEDERAL INCOME TAX BE WITHHELD FROM DIVIDENDS OR SALES PROCEEDS?
- United States stockholders:
- Federal law requires EquiServe to withhold 30.5% on or after August 7,
2001 and 30% on or after January 1, 2002 of the amount of dividends and
the proceeds of any sale of shares if:
- you fail to certify (either on your Initial Investment Form or on Form
W-9) to EquiServe that you are not subject to backup withholding, that
the taxpayer identification number on your account is correct and that
you are a U.S. person (including a U.S. resident alien); or
- the IRS notifies Conoco or EquiServe that you are subject to backup
withholding.
- Any amounts withheld will be deducted from your dividends and/or from
the proceeds of any sale of your shares, and the remaining amount will
be reinvested or paid as you have instructed.
- You may obtain a W-9 by calling EquiServe and on the Internet at
www.equiserve.com.
- Foreign stockholders:
Any required United States income tax withholding will be deducted from
dividends and/or sale proceeds and the remaining amount will be reinvested or
paid as you have instructed.
27. WHAT IF CONOCO ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT OR RIGHTS
OFFERING?
If Conoco declares a stock split or stock dividend, the new shares will be
added to your account or distributed in the form of a stock certificate at the
discretion of Conoco.
In the event of a stock subscription or other offering of rights to
stockholders, your rights will be based on the shares held in your account plus
any shares you hold that are represented by stock certificates. A single set of
materials will be distributed that will allow you to exercise your rights for
all shares you own.
28. HOW DO I VOTE MY CONOCO CONNECTION SHARES AT STOCKHOLDER MEETINGS?
For every stockholder meeting, you will receive a proxy that will cover the
whole Conoco shares you hold in book-entry form credited to your account and in
the form of physical stock certificates. The proxy will allow you to indicate
how you want your shares to be voted. Fractional shares will not be voted. Your
shares will be voted only as you indicate, according to the instructions
provided on the proxy card and in the materials accompanying the proxy.
29. CAN CONOCO CONNECTION BE CHANGED OR TERMINATED?
Conoco can change, suspend or terminate CONOCO CONNECTION at any time.
Conoco also reserves the right to terminate any participant's participation in
CONOCO CONNECTION for any reason at its sole discretion. We will send you
written notice of any significant changes or upon termination. Changes,
suspensions or termination will not affect your rights as a stockholder in any
way. Any book-entry shares you own will continue to be credited to your account
unless you specifically request otherwise.
30. WHAT ARE THE RISKS OF PARTICIPATING IN CONOCO CONNECTION?
- You bear all risk of loss that may result from market fluctuations in the
price of Conoco common stock. Your investment risks in Conoco shares
acquired under CONOCO CONNECTION are no different from your investment
risks in shares of Conoco common stock you acquire in the open market.
Neither Conoco nor EquiServe can assure you a profit or protect you
against any loss on shares that are purchased through CONOCO CONNECTION.
- By establishing CONOCO CONNECTION, Conoco does not guarantee the payment
of future dividends. Conoco's stockholders may not receive future
dividends. The amount of cash dividends,
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if any, to be declared and paid will depend upon declaration by Conoco's
board of directors and upon Conoco's financial condition, results of
operations, cash flow, the level of its capital and exploration
expenditures, its future business prospects and other related matters
that Conoco's board of directors deem relevant.
- Conoco and EquiServe will interpret and regulate the operation of CONOCO
CONNECTION as they believe appropriate. Neither Conoco, EquiServe, nor
any of their successors or any other person providing services to CONOCO
CONNECTION will be responsible for any good-faith acts or omissions when
operating or administering CONOCO CONNECTION. For example, they are not
responsible for:
- the failure to discontinue reinvestment of dividends or additional cash
purchases for a participant's account when the participant dies;
- the price at which Conoco common stock is purchased or sold; or
- the timing of any purchases or sales.
However, by participating in CONOCO CONNECTION, you will not waive any
legal rights you otherwise may have.
31. WHAT LAW APPLIES TO CONOCO CONNECTION?
Delaware law governs the terms and conditions in this document, as well as
those that are described in detail on all forms and account statements.
32. HOW WILL CONOCO USE THE PROCEEDS FROM ITS SALE OF STOCK?
Conoco currently anticipates that all purchases by CONOCO CONNECTION will
be made on the open market. Conoco will not receive any proceeds from these
purchases. However, if CONOCO CONNECTION purchases are made from newly issued
shares or previously issued shares held in Conoco's treasury, Conoco will
receive the proceeds and use them for general corporate purposes. We are unable
to estimate the total amount of these shares or proceeds.
33. HOW CAN I FIND MORE INFORMATION ABOUT CONOCO?
- Conoco files annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any materials we
file with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You can obtain information about the
operation of the SEC's Public Reference Room by calling the SEC at (800)
SEC-0330. The SEC also maintains a website that contains information we
file electronically with the SEC, which you can access over the Internet
at www.sec.gov. You can obtain information about us at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005 or by
visiting our website at www.conoco.com.
- This prospectus is part of a registration statement we have filed with
the SEC relating to the Conoco common stock. As permitted by SEC rules,
this prospectus does not contain all of the information we have included
in the registration statement and the accompanying exhibits and schedules
we file with the SEC. You may refer to the registration statement, the
exhibits and schedules for more information about us and our securities.
The registration statement, exhibits and schedules are available at the
SEC's Public Reference Room or through its website.
- The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you
by referring you to those documents. The information we incorporate by
reference is an important part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below, and
any future filings we make with the SEC
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under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all the common stock offered hereby. The documents we
incorporate by reference are:
- our annual report on Form 10-K for the fiscal year ended December 31,
2000;
- our quarterly report on Form 10-Q for the period ended March 31, 2001,
as filed with the SEC on May 10, 2001;
- our current reports on Form 8-K as filed with the SEC on February 22,
2001, February 23, 2001, July 17, 2001 and July 31, 2001; and
- the description of Conoco common stock and associated rights to purchase
preferred stock, which trade together with the common stock, contained
in our Registration Statement on Form 8-A to be filed with the SEC.
- You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by
reference into the filing), at no cost, by writing or telephoning us at
the following address:
CONOCO INC.
SHAREHOLDER RELATIONS DEPARTMENT
P.O. BOX 2197
HOUSTON, TEXAS 77079-2197
TELEPHONE: (281) 293-6800
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
OTHER INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THE PROSPECTUS
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS ( ,
2001).
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Current Report on Form 8-K dated February 22, 2001 and the Annual Report on
Form 10-K for the year ended December 31, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
Baker Botts L.L.P., Houston, Texas, will pass upon the validity of the
Conoco common stock issuable under CONOCO CONNECTION.
CORRESPONDENCE
For stockholder and CONOCO CONNECTION inquiries, contact EquiServe:
CONOCO CONNECTION
c/o EquiServe
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: (800) 317-4445
Outside the U.S. and Canada: (201) 324-0313
TDD: (201) 222-4955
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If you wish to contact Conoco directly, you may write to or call:
Conoco Inc.
Shareholder Relations Department
P.O. Box 2197
Houston, TX 77252-2197
Telephone: (281) 293-6800
shareholder.relations@usa.conoco.com
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is a table of the registration fee for the Securities and
Exchange Commission, the filing fee for the National Association of Securities
Dealers, Inc., the listing fee for the New York Stock Exchange and estimates of
all other expenses to be incurred in connection with the issuance and
distribution of the securities described in this Registration Statement, other
than underwriting discounts and commissions:
<Table>
SEC registration fee........................................ $778
NYSE listing fee............................................ *
Blue sky fees and expenses.................................. *
Printing expenses........................................... *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Miscellaneous............................................... *
----
Total............................................. *
</Table>
- ---------------
* To be filed by amendment.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:
- any breach of the director's duty of loyalty to the corporation or its
stockholders,
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- payments of unlawful dividends or unlawful stock repurchases or
redemptions, or
- any transaction from which the director derived an improper personal
benefit.
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Article 5E(2) of the certificate of incorporation of Conoco (the
"Registrant") provides that no director shall be personally liable to Conoco or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for any of the following:
- any breach of the director's duty of loyalty to Conoco or its
stockholders,
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- liabilities pursuant to section 174 of the Delaware General Corporation
Law, or
- any transaction from which the director derived an improper personal
benefit. Any repeal or modification of such Article 5E(2) shall not
adversely affect any right or protection of a director of the Registrant
for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal. Conoco's by-laws provide for
indemnification of directors and officers to the maximum extent permitted
by Delaware law.
Conoco has entered into indemnification agreements with each of its
directors. Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco shall indemnify and hold each director harmless from and
against any and all losses and expenses whatsoever (i) arising out of any event
or occurrence related to the fact that such director is or was a director or
officer of Conoco, is or was serving in another capacity with Conoco, consented
to be named as a person to be elected as a director of Conoco in connection with
Conoco's initial public offering of common stock, or by reason of anything done
or not done by such director in such capacity and (ii) incurred in connection
with any threatened, pending or completed legal proceeding.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 -- Second Amended and Restated Certificate of Incorporation
of Conoco Inc. (incorporated by reference to Exhibit 3.1
filed as part of Conoco's Form 10-Q for the quarter ended
September 30, 1998, File No. 001-14521).
3.2 -- Form of Restated Certificate of Incorporation of Conoco
Inc. (incorporated by reference to Appendix B filed as
part of Conoco's Proxy Statement filed with the SEC on
August 3, 2001).
3.3 -- By-laws of Conoco Inc., as amended October 28, 1999
(incorporated by reference to Exhibit 3.2 of Conoco's
Registration Statement on Form S-3, File No. 333-88573).
*4.1 -- Specimen Certificate for shares of Common Stock of Conoco
Inc.
4.2 -- Rights Agreement dated as of October 19, 1998 between
Conoco and EquiServe Trust Company, N.A., as successor
rights agent to First Chicago Trust Company of New York
(the "Rights Agent"), which includes as Exhibit A the
form of Certificate of Designations, Preferences and
Rights of Series A Junior Participating Preferred Stock,
as Exhibit C the form of Class B Rights Certificate and
as Exhibit D the Summary of Rights to Purchase Preferred
Stock (incorporated by reference to Exhibit 4.4 of the
Registration Statement of Conoco on Form S-8,
Registration No. 333-65977).
4.3 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 4.5 of the
Registration Statement of Conoco on Form S-8,
Registration No. 333-65977).
4.4 -- Amendment to Rights Agreement dated as of October 20,
1998 between Conoco and the Rights Agent (incorporated by
reference to Exhibit 4.6 of the Registration Statement of
Conoco on Form S-8, Registration No. 333-65977).
4.5 -- Second Amendment to Rights Agreement dated as of July 29,
1999 between Conoco and the Rights Agent (incorporated by
reference to Exhibit 4.1 of Conoco's Form 10-Q for the
quarter ended June 30, 1999, File No. 001-14521).
*4.6 -- Form of Third Amendment to Rights Agreement between
Conoco and the Rights Agent.
*5.1 -- Opinion of Baker Botts L.L.P. regarding the legality of
the shares being registered.
23.1 -- Consent of PricewaterhouseCoopers LLP.
*23.2 -- Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement).
</Table>
- ---------------
* To be filed by amendment.
UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act:
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individu-
II-3
22
ally or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registrations Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on August 7, 2001.
CONOCO INC.
By: /s/ ROBERT W. GOLDMAN
----------------------------------
Name: Robert W. Goldman
Title:Senior Vice President
Finance,
and Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Archie W. Dunham,
Chairman, President and Chief Executive Officer of Conoco, Robert W. Goldman,
Senior Vice President, Finance, and Chief Financial Officer of Conoco, and Rick
A. Harrington, Senior Vice President, Legal, and General Counsel of Conoco, and
each of them, severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be authorized to act
with or without the other, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in his or her capacity as
a director or officer or both, as the case may be, of Conoco, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and all documents or instruments necessary or appropriate to enable
Conoco to comply with the Securities Act, and to file the same with the
Commission, with full power and authority to each of said attorneys-in-fact and
agents to do and perform in the name and on behalf of each such director or
officer, or both, as the case may be, each and every act whatsoever that is
necessary, appropriate or advisable in connection with any or all of the
above-described matters and to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on August 7, 2001.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ ARCHIE W. DUNHAM Chairman, President and Chief Executive
- ----------------------------------------------------- Officer
Archie W. Dunham
/s/ ROBERT W. GOLDMAN Senior Vice President, Finance, and Chief
- ----------------------------------------------------- Financial Officer (Principal Financial
Robert W. Goldman Officer)
/s/ W. DAVID WELCH Controller (Principal Accounting Officer)
- -----------------------------------------------------
W. David Welch
/s/ KENNETH M. DUBERSTEIN Director
- -----------------------------------------------------
Kenneth M. Duberstein
/s/ RUTH R. HARKIN Director
- -----------------------------------------------------
Ruth R. Harkin
</Table>
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24
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ CHARLES C. KRULAK Director
- -----------------------------------------------------
Charles C. Krulak
/s/ FRANK A. MCPHERSON Director
- -----------------------------------------------------
Frank A. McPherson
/s/ WILLIAM K. REILLY Director
- -----------------------------------------------------
William K. Reilly
/s/ WILLIAM R. RHODES Director
- -----------------------------------------------------
William R. Rhodes
/s/ A.R. SANCHEZ, JR. Director
- -----------------------------------------------------
A.R. Sanchez, Jr.
/s/ FRANKLIN A. THOMAS Director
- -----------------------------------------------------
Franklin A. Thomas
</Table>
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25
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 -- Second Amended and Restated Certificate of Incorporation
of Conoco Inc. (incorporated by reference to Exhibit 3.1
filed as part of Conoco's Form 10-Q for the quarter ended
September 30, 1998, File No. 001-14521).
3.2 -- Form of Restated Certificate of Incorporation of Conoco
Inc. (incorporated by reference to Appendix B filed as
part of Conoco's Proxy Statement filed with the SEC on
August 3, 2001).
3.3 -- By-laws of Conoco Inc., as amended October 28, 1999
(incorporated by reference to Exhibit 3.2 of Conoco's
Registration Statement on Form S-3, File No. 333-88573).
*4.1 -- Specimen Certificate for shares of Common Stock of Conoco
Inc.
4.2 -- Rights Agreement dated as of October 19, 1998 between
Conoco and EquiServe Trust Company, N.A., as successor
rights agent to First Chicago Trust Company of New York,
as Rights Agent (the "Rights Agent"), which includes as
Exhibit A the form of Certificate of Designations,
Preferences and Rights of Series A Junior Participating
Preferred Stock, as Exhibit C the form of Class B Rights
Certificate and as Exhibit D the Summary of Rights to
Purchase Preferred Stock (incorporated by reference to
Exhibit 4.4 of the Registration Statement of Conoco on
Form S-8, Registration No. 333-65977).
4.3 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 4.5 of the
Registration Statement of Conoco on Form S-8,
Registration No. 333-65977).
4.4 -- Amendment to Rights Agreement dated as of October 20,
1998 between Conoco and the Rights Agent (incorporated by
reference to Exhibit 4.6 of the Registration Statement of
Conoco on Form S-8, Registration No. 333-65977).
4.5 -- Second Amendment to Rights Agreement dated as of July 29,
1999 between Conoco and the Rights Agent (incorporated by
reference to Exhibit 4.1 of Conoco's Form 10-Q for the
quarter ended June 30, 1999, File No. 001-14521).
*4.6 -- Form of Third Amendment to Rights Agreement between
Conoco and the Rights Agent.
*5.1 -- Opinion of Baker Botts L.L.P. regarding the legality of
the shares being registered.
23.1 -- Consent of PricewaterhouseCoopers LLP.
*23.2 -- Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement).
</Table>
- ---------------
* To be filed by amendment.