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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): OCTOBER 3, 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 October 3, 2001, Conoco Inc. (the "Company") entered into a Terms
Agreement (incorporating by reference the terms of an Underwriting Agreement
relating to unsecured debt securities of the Company (the "Conoco Underwriting
Agreement")) dated October 3, 2001 (the "Conoco Terms Agreement") with Banc of
America Securities LLC, Deutsche Bank Alex. Brown Inc. and J.P. Morgan
Securities Inc., as representatives of the several underwriters named in
Schedule A to the Conoco Terms Agreement, relating to the offering by the
Company of $500,000,000 principal amount of Floating Rate Notes due October 15,
2002 and $500,000,000 principal amount of Floating Rate Notes due April 15, 2003
(collectively, the "Conoco Notes"). Also on October 3, 2001, the Company and
Conoco Funding Company, a wholly owned finance subsidiary of the Company
("Conoco Funding"), entered into a Terms Agreement (incorporating by reference
the terms of an Underwriting Agreement relating to unsecured debt securities of
Conoco Funding fully and unconditionally guaranteed by the Company (the "Conoco
Funding Underwriting Agreement")) dated October 3, 2001 (the "Conoco Funding
Terms Agreement") with Credit Suisse First Boston Corporation, J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as representatives of the several
underwriters named in Schedule A to the Conoco Funding Terms Agreement, relating
to the offering by Conoco Funding of $1,250,000,000 principal amount of 5.45%
Notes due 2006, $1,750,000,000 principal amount of 6.35% Notes due 2011 and
$500,000,000 principal amount of 7.25% Notes due 2031 fully and unconditionally
guaranteed by the Company (collectively, the "Conoco Funding Notes"). Each of
such offerings is to be made under the Registration Statement of the Company and
Conoco Funding on Form S-3 (Registration Nos. 333-69198 and 333-69198-01; the
"Registration Statement"). The Conoco Notes will be issued under an Indenture,
dated as of April 15, 1999, between the Company and Bank One, N.A., as trustee,
which was filed as Exhibit 4.1 to the Registration Statement. The Conoco Funding
Notes will be issued under an Indenture, to be dated as of October 11, 2001,
between Conoco Funding, the Company and Bank One, N.A., as trustee (the "Conoco
Funding Trustee"), a form of which was filed as Exhibit 4.2 to the Registration
Statement.
Each of (i) the form of Conoco Underwriting Agreement, (ii) the Conoco
Terms Agreement, (iii) the form of Conoco Funding Underwriting Agreement, (iv)
the Conoco Funding Terms Agreement, (v) the form of the terms of the Conoco
Notes, including the form of Conoco Note, (vi) the form of the terms of the
Conoco Funding Notes, including the form of Conoco Funding Note, (vii) an
opinion of Baker Botts L.L.P., counsel to the Company, as to certain tax matters
and (viii) the Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Conoco Funding Trustee on Form T-1 is being filed
as an exhibit to this report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1.1 -- Form of Conoco Underwriting Agreement
1.2 -- Conoco Terms Agreement
1.3 -- Form of Conoco Funding Underwriting Agreement
1.4 -- Conoco Funding Terms Agreement
4.1 -- Form of the terms of the Conoco Notes, including
the form of Conoco Note
4.2 -- Form of the terms of the Conoco Funding Notes,
including the form of Conoco Funding Note
8.1 -- Opinion of Baker Botts L.L.P. as to certain tax
matters
25.1 -- Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the Conoco
Funding Trustee on Form T-1
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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: October 5, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 -- Form of Conoco Underwriting Agreement
1.2 -- Conoco Terms Agreement
1.3 -- Form of Conoco Funding Underwriting Agreement
1.4 -- Conoco Funding Terms Agreement
4.1 -- Form of the terms of the Conoco Notes, including
the form of Conoco Note
4.2 -- Form of the terms of the Conoco Funding Notes,
including the form of Conoco Funding Note
8.1 -- Opinion of Baker Botts L.L.P. as to certain tax
matters
25.1 -- Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the Conoco
Funding Trustee on Form T-1