EXHIBIT 99.4
CONOCOPHILLIPS
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
3.625% NOTES DUE 2007 4.75% NOTES DUE 2012 IN 5.90% NOTES DUE 2032
IN EXCHANGE FOR EXCHANGE FOR IN EXCHANGE FOR
REGISTERED REGISTERED REGISTERED
3.625% NOTES DUE 2007 4.75% NOTES DUE 2012 5.90% NOTES DUE 2032
FULLY AND UNCONDITIONALLY GUARANTEED BY
CONOCO INC. AND PHILLIPS PETROLEUM COMPANY
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES OF A SERIES
TENDERED IN AN EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE FOR THAT EXCHANGE OFFER.
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To Our Clients:
We are enclosing with this letter a prospectus dated , of
ConocoPhillips, Conoco Inc. and Phillips Petroleum Company and the related
letter of transmittal. These two documents together constitute their offer to
exchange ConocoPhillips' 3.625% Notes due 2007, 4.75% Notes due 2012 and 5.90%
Notes due 2032 fully and unconditionally guaranteed by Conoco and Phillips
(collectively, the "New Notes"), the issuance of which has been registered under
the Securities Act of 1933, for a like principal amount of ConocoPhillips'
issued and outstanding 3.625% Notes due 2007, 4.75% Notes due 2012 and 5.90%
Notes due 2032 fully and unconditionally guaranteed by Conoco and Phillips
(collectively, the "Old Notes"), which offer consists of separate, independent
offers to exchange the New Notes of each series for Old Notes of that series
(each an "Exchange Offer" and sometimes collectively referred to as the
"Exchange Offer").
No Exchange Offer for Old Notes of a series is conditioned upon any minimum
aggregate principal amount of Old Notes of that series being tendered for
exchange or upon the consummation of any other Exchange Offer.
We are the holder of record of Old Notes held by us for your own account. A
tender of your Old Notes held by us can be made only by us as the record holder
according to your instructions. The letter of transmittal is furnished to you
for your information only and cannot be used by you to tender Old Notes held by
us for your account.
We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account under the terms and conditions of the
Exchange Offer. We also request that you confirm that we may, on your behalf,
make the representations contained in the letter of transmittal.
Pursuant to the letter of transmittal, each holder of Old Notes will
represent to ConocoPhillips, Conoco and Phillips that:
- any New Notes received are being acquired in the ordinary course of
business of the person receiving such New Notes;
- such person does not have an arrangement or understanding with any
person to participate in the distribution of the Old Notes or the New
Notes within the meaning of the Securities Act;
- such person is not an "affiliate," as defined in Rule 405 under the
Securities Act, of ConocoPhillips, Conoco or Phillips, or, if it is
such an affiliate, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable;
- if such person is not a broker-dealer, it is not engaged in, and does
not intend to engage in, a distribution of New Notes;
- if such person is a broker-dealer, it will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result
of market-making activities or other trading activities, and it will
deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, it will
not be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act;
- if such person is a broker-dealer, it did not purchase the Old Notes
to be exchanged for the New Notes from ConocoPhillips, Conoco or
Phillips; and
- such person is not acting on behalf of any person who could not
truthfully and completely make the foregoing representations.
Very truly yours,
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PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE
TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE APPLICABLE
EXPIRATION DATE.
INSTRUCTION TO DTC PARTICIPANT
To Participant of the DTC:
The undersigned hereby acknowledges receipt and review of the prospectus
dated , of ConocoPhillips, Conoco Inc. and Phillips Petroleum
Company and the related letter of transmittal. These two documents together
constitute the offer to exchange ConocoPhillips' 3.625% Notes due 2007, 4.75%
Notes due 2012 and 5.90% Notes due 2032 fully and unconditionally guaranteed by
Conoco and Phillips (collectively, the "New Notes"), the issuance of which has
been registered under the Securities Act of 1933, for a like principal amount of
ConocoPhillips' issued and outstanding 3.625% Notes due 2007, 4.75% Notes due
2012 and 5.90% Notes due 2032 fully and unconditionally guaranteed by Conoco and
Phillips (collectively, the "Old Notes"), which offer consists of separate,
independent offers to exchange the New Notes of each series for Old Notes of
that series (each "an Exchange Offer" and sometimes collectively referred to as
"the Exchange Offer").
This will instruct you, the registered holder and DTC participant, as to
the action to be taken by you relating to the Exchange Offer for the Old Notes
held by you for the account of the undersigned.
The aggregate principal amount of the Old Notes of each series held by you
for the account of the undersigned is (fill in amount):
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TITLE OF SERIES PRINCIPAL AMOUNT
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3.625% Notes due 2007
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4.75% Notes due 2012
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5.90% Notes due 2032
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WITH RESPECT TO THE EXCHANGE OFFER, THE UNDERSIGNED HEREBY INSTRUCTS YOU
(CHECK APPROPRIATE BOX):
[ ] TO TENDER ALL OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.
[ ] TO TENDER THE FOLLOWING AMOUNT OF OLD NOTES HELD BY YOU FOR THE ACCOUNT
OF THE UNDERSIGNED:
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TITLE OF SERIES PRINCIPAL AMOUNT TENDERED
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3.625% Notes due 2007
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4.75% Notes due 2012
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5.90% Notes due 2032
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[ ] NOT TO TENDER ANY OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.
IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO DTC PARTICIPANT
WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OLD NOTES HELD BY YOU FOR THE
ACCOUNT OF THE UNDERSIGNED.
If the undersigned instructs you to tender the Old Notes of a series held
by you for the account of the undersigned, it is understood that you are
authorized to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations contained in the
letter of transmittal that are to be made with respect to the undersigned as a
beneficial owner, including, but not limited to, the representations that:
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- any New Notes received are being acquired in the ordinary course of
business of the undersigned;
- the undersigned does not have an arrangement or understanding with any
person to participate in the distribution of the Old Notes or the New
Notes within the meaning of the Securities Act;
- the undersigned is not an "affiliate," as defined in Rule 405 under
the Securities Act, of ConocoPhillips, Conoco or Phillips, or, if it
is such an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable;
- if the undersigned is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of New Notes;
- if the undersigned is a broker-dealer, it will receive New Notes for
its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, and it
will deliver a prospectus in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus,
the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act;
- if the undersigned is a broker-dealer, it did not purchase the Old
Notes to be exchanged for the New Notes from ConocoPhillips, Conoco or
Phillips; and
- the undersigned is not acting on behalf of any person who could not
truthfully and completely make the foregoing representations.
SIGN HERE
Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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