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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): SEPTEMBER 20, 2001
CONOCO INC.
(Exact name of registrant as specified in its charter)
<Table>
<Caption>
DELAWARE 1-14521 51-0370352
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
</Table>
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 September 20, 2001, Conoco Canada Resources Limited (formerly named
Gulf Canada Resources Limited), a subsidiary of Conoco Inc., commenced a tender
offer for all outstanding 8.375% Senior Notes due 2005, 8.35% Senior Notes due
2006, 7.125% Notes due 2011, and 8.25% Senior Notes due 2017 of Conoco Canada
Resources. The notes have an aggregate principal amount of $975 million. The
press release issued by Conoco Canada Resources in connection with the
commencement of the offer is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 -- Press release issued by Conoco Canada Resources Limited on
September 20, 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/ Sigmund L. Cornelius
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Name: Sigmund L. Cornelius
Title: Treasurer
Date: September 20, 2001
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99.1 -- Press release issued by Conoco Canada Resources Limited on
September 20, 2001