EXHIBIT 99.1
CONOCOPHILLIPS
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
3.625% NOTES DUE 2007 4.75% NOTES DUE 2012 5.90% NOTES DUE 2032
IN EXCHANGE FOR IN 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TENDERED IN AN EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,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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DELIVER TO THE EXCHANGE AGENT:
THE BANK OF NEW YORK
(212) 815-2742
BY OVERNIGHT DELIVERY, COURIER OR MAIL (IF BY
MAIL, REGISTERED OR CERTIFIED MAIL RECOMMENDED):
The Bank of New York
101 Barclay Street - 7 East Floor
New York, New York 10286
Attn: Enrique Lopez
Reorganization Unit - 7E
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
(212) 298-1915
Attention: Enrique Lopez
Confirm by Telephone:
(212) 815-2742
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the prospectus
dated , , of ConocoPhillips, Conoco Inc. ("Conoco") and Phillips
Petroleum Company ("Phillips") and this letter of transmittal. These two
documents together constitute the offer by ConocoPhillips, Conoco and Phillips
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, as amended (the "Securities Act"), 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"), respectively,
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").
ConocoPhillips reserves the right, at any time or from time to time, to
extend the period of time during which an Exchange Offer for the Old Notes of a
series is open, at its discretion, in which event the term "Expiration Date"
with respect to such series shall mean the latest date to which such Exchange
Offer is extended. ConocoPhillips reserves the right to extend such period for
each series independently. ConocoPhillips shall notify
The Bank of New York (the "Exchange Agent") of any extension by oral or written
notice and shall make a public announcement thereof no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
This letter of transmittal is to be used by a holder of Old Notes of a
series (i) if certificates of Old Notes of such series are to be forwarded
herewith or (ii) if delivery of Old Notes of such series is to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in the
prospectus under the caption "The Exchange Offer -- Procedures for Tendering --
Book-Entry Transfer" and an "agent's message" is not delivered as described in
the prospectus under the caption "The Exchange Offer -- Procedures for Tendering
- -- Tendering Though DTC's Automated Tender Offer Program." Tenders by book-entry
transfer may also be made by delivering an agent's message in lieu of this
letter of transmittal pursuant to DTC's Automated Tender Offer Program ("ATOP").
Holders of Old Notes of a series whose Old Notes are not immediately available,
or who are unable to deliver their Old Notes, this letter of transmittal and all
other documents required hereby to the Exchange Agent or to comply with the
applicable procedures under DTC's ATOP on or prior to the Expiration Date for
the Exchange Offer for that series, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "holder" with respect to the Exchange Offer for Old Notes of a
series means any person in whose name such Old Notes are registered on the books
of the security registrar for the Old Notes, any person who holds such Old Notes
and has obtained a properly completed bond power from the registered holder or
any participant in the DTC system whose name appears on a security position
listing as the holder of such Old Notes and who desires to deliver such Old
Notes by book-entry transfer at DTC. The undersigned has completed, executed and
delivered this letter of transmittal to indicate the action the undersigned
desires to take with respect to such Exchange Offer. Holders who wish to tender
their Old Notes must complete this letter of transmittal in its entirety (unless
such Old Notes are to be tendered by book-entry transfer and an agent's message
is delivered in lieu hereof pursuant to DTC's ATOP).
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Old Notes of each series tendered under this letter of
transmittal. If the space below is inadequate, list the title of the series, the
registered numbers and principal amounts on a separate signed schedule and affix
the list to this letter of transmittal.
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DESCRIPTION OF OLD NOTES TENDERED
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Name(s) and Address(es) Old Note(s) Tendered
of Registered Holder(s) Exactly
as Name(s) Appear(s) on Old
Notes (Please Fill In, If Blank)
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Title of Series* Registered Aggregate Principal Principal Amount
Number(s)** Amount Represented Tendered***
by Note(s)
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Total
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* Either "3.625% Notes due 2007," "4.75% Notes due 2012" or "5.90% Notes due
2032."
** Need not be completed by book-entry holders.
*** Unless otherwise indicated, any tendering holder of Old Notes will be
deemed to have tendered the entire aggregate principal amount represented
by such Old Notes. All tenders must be in integral multiples of $1,000.
2
[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:
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DTC Account Number(s):
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Transaction Code Number(s):
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[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED
HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered holder(s)
of Old Notes:
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Date of Execution of Notice of
Guaranteed Delivery:
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Window Ticket Number
(if available):
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Name of Eligible Institution that
Guaranteed Delivery:
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DTC Account Number(s) (if delivered by
book-entry transfer):
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Transaction Code Number(s) (if delivered by
book-entry transfer):
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Name of Tendering Institution (if delivered by
book-entry transfer):
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[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO:
Name:
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Address:
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3
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to ConocoPhillips, Conoco and Phillips for exchange the principal
amount of Old Notes (including the related guarantees) indicated above. Subject
to and effective upon the acceptance for exchange of the principal amount of Old
Notes of any series tendered in accordance with this letter of transmittal, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
ConocoPhillips, Conoco and Phillips all right, title and interest in and to such
Old Notes tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact for the undersigned (with full knowledge that said Exchange
Agent also acts as the agent for ConocoPhillips, Conoco and Phillips in
connection with the Exchange Offer) with respect to the tendered Old Notes with
full power of substitution to (i) deliver such Old Notes, or transfer ownership
of such Old Notes on the account books maintained by DTC, to ConocoPhillips,
Conoco and Phillips, as applicable, and deliver all accompanying evidences of
transfer and authenticity, and (ii) present such Old Notes for transfer on the
books of ConocoPhillips and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Old Notes, all in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and to acquire the New Notes issuable upon the exchange of such
tendered Old Notes, and that ConocoPhillips, Conoco and Phillips will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same are
accepted for exchange by ConocoPhillips, Conoco and Phillips.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc.
(available June 5, 1991), Shearman & Sterling (available July 2, 1993) and
similar no-action letters (the "Prior No-Action Letters"), that the New Notes
issued in exchange for the Old Notes pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by holders thereof (other
than any such holder that is an "affiliate" of ConocoPhillips, Conoco or
Phillips within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act; provided that such New Notes are acquired in the ordinary course
of such holders' business and such holders are not engaged in, and do not intend
to engage in, and have no arrangement or understanding with any person to
participate in, a distribution of such New Notes. The SEC has not, however,
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as it has in other interpretations to other
parties.
The undersigned hereby further represents to ConocoPhillips, Conoco and
Phillips that (i) any New Notes received are being acquired in the ordinary
course of business of the person receiving such New Notes, whether or not the
undersigned, (ii) neither the undersigned nor any such other person has 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 and
(iii) neither the holder nor any such other person is 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, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer, the undersigned represents that 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 acknowledges that 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, the undersigned represents that it did not purchase the Old Notes
to be exchanged for the New Notes from ConocoPhillips, Conoco or Phillips.
Additionally, the undersigned represents that it is not acting on behalf of any
person who could not truthfully make the foregoing representations and the
representations in the immediately preceding paragraph. The undersigned
acknowledges that if the undersigned is tendering Old Notes in the Exchange
Offer with the intention of participating in any manner in a distribution of the
New Notes (i)
4
the undersigned cannot rely on the position of the staff of the SEC set forth in
the Prior No-Action Letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction of the New
Notes, in which case the registration statement must contain the selling
security holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K under the Securities Act, and (ii) failure to comply with such
requirements in such instance could result in the undersigned incurring
liability for which the undersigned is not indemnified by ConocoPhillips, Conoco
or Phillips.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or ConocoPhillips to be necessary or
desirable to complete the exchange, assignment and transfer of the Old Notes
tendered hereby, including the transfer of such Old Notes on the account books
maintained by DTC.
For purposes of an Exchange Offer for Old Notes of a series,
ConocoPhillips, Conoco and Phillips shall be deemed to have accepted for
exchange validly tendered Old Notes of such series when, as and if
ConocoPhillips gives oral or written notice thereof to the Exchange Agent. Any
tendered Old Notes that are not accepted for exchange pursuant to such Exchange
Offer for any reason will be returned, without expense, to the undersigned as
promptly as practicable after the Expiration Date for such Exchange Offer.
All authority conferred or agreed to be conferred by this letter of
transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this letter of
transmittal shall be binding upon the undersigned's successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives.
This tender may be withdrawn only in accordance with the procedures set forth in
the prospectus under the caption "The Exchange Offer -- Withdrawal of Tenders."
The undersigned acknowledges that ConocoPhillips', Conoco's and Phillips'
acceptance of properly tendered Old Notes pursuant to the procedures described
under the caption "The Exchange Offer -- Procedures for Tendering" in the
prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and ConocoPhillips, Conoco and Phillips upon the terms
and subject to the conditions of the Exchange Offer.
The Exchange Offer is subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by ConocoPhillips), ConocoPhillips, Conoco
and Phillips may not be required to exchange any of the Old Notes tendered
hereby.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the New Notes issued in exchange for the Old Notes accepted for exchange,
and return any Old Notes not tendered or not exchanged, in the name(s) of the
undersigned (or, in the case of a book-entry delivery of Old Notes, please
credit the account indicated above maintained at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail or
deliver the New Notes issued in exchange for the Old Notes accepted for exchange
and any Old Notes not tendered or not exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the New Notes issued
in exchange for the Old Notes accepted for exchange in the name(s) of, and
return any Old Notes not tendered or not exchanged to, the person(s) (or
account(s)) so indicated. The undersigned recognizes that neither
ConocoPhillips, Conoco nor Phillips has any obligation pursuant to the "Special
Issuance Instructions" and "Special Delivery Instructions" to transfer any Old
Notes from the name of the registered holder(s) thereof if ConocoPhillips,
Conoco and Phillips do not accept for exchange any of the Old Notes so tendered
for exchange.
5
<Caption>
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Old Notes in a principal To be completed ONLY if Old Notes in a principal
amount not tendered, or New Notes issued in exchange amount not tendered, or New Notes issued in exchange
for Old Notes accepted for exchange, are to be for Old Notes accepted for exchange, are to be mailed
issued in the name of someone other than the or delivered to someone other than the undersigned,
undersigned, or (ii) if Old Notes tendered by or to the undersigned at an address other than that
book-entry transfer which are not exchanged are to shown below the undersigned's signature. Mail or
be returned by credit to an account maintained at deliver New Notes and/or Old Notes to:
DTC other than the DTC Account Number set forth
above. Issue New Notes and/or Old Notes to:
Name: Name:
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Address: Address:
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(include Zip Code) (include Zip Code)
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(Tax Identification or Social Security Number) (Tax Identification or Social Security Number)
(Please Type or Print) (Please Type or Print)
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[ ] Credit unexchanged Old Notes delivered by book-entry transfer to the DTC
account number set forth below:
DTC Account Number:
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6
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 Below)
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- ->
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(Signature(s) of Registered Holder(s) of Old Notes)
Dated
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(The above lines must be signed by the registered holder(s) of Old Notes as
your/their name(s) appear(s) on the Old Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this letter of transmittal. If Old Notes to which this letter
of transmittal relate are held of record by two or more joint holders, then all
such holders must sign this letter of transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, then such person
must (i) set forth his or her full title below and (ii) unless waived by
ConocoPhillips, submit evidence satisfactory to ConocoPhillips of such person's
authority so to act. See Instruction 5 regarding the completion of this letter
of transmittal, printed below.)
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an Eligible Guarantor Institution.
Signature(s) Guaranteed by an
Eligible Guarantor Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Include Zip Code)
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(Area Code and Telephone Number)
Dated
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES OR AGENT'S MESSAGE
AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Old Notes of a series or
any confirmation of a book-entry transfer to the Exchange Agent's account at DTC
of Old Notes of a series tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
letter of transmittal or facsimile hereof (or an agent's message in lieu hereof
pursuant to DTC's ATOP), and any other documents required by this letter of
transmittal, must be received by the Exchange Agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date for the
Exchange Offer for such series, or the tendering holder must comply with the
guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF THE
TENDERED OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS
TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS
OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR COURIER SERVICE. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT
TO CONOCOPHILLIPS, CONOCO OR PHILLIPS.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Notes and (a) whose Old Notes are not immediately available, (b) who cannot
deliver their Old Notes, this letter of transmittal or any other documents
required hereby to the Exchange Agent prior to the applicable Expiration Date or
(c) who are unable to comply with the applicable procedures under DTC's ATOP
prior to the applicable Expiration Date, must tender their Old Notes according
to the guaranteed delivery procedures set forth in the prospectus. Pursuant to
such procedures: (i) such tender must be made by or through a firm which is a
member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (an "Eligible Institution"); (ii) prior to the
applicable Expiration Date, the Exchange Agent must have received from the
Eligible Institution a properly completed and duly executed notice of guaranteed
delivery (by facsimile transmission, mail, courier or overnight delivery) or a
properly transmitted agent's message and notice of guaranteed delivery setting
forth the name and address of the holder of the Old Notes, the registration
number(s) of such Old Notes and the total principal amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after such Expiration Date,
this letter of transmittal (or facsimile hereof or an agent's message in lieu
hereof) together with the Old Notes in proper form for transfer (or a Book-Entry
Confirmation) and any other documents required hereby, will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) this letter of
transmittal (or facsimile hereof or an agent's message in lieu hereof) together
with the certificates for all physically tendered Old Notes in proper form for
transfer (or Book-Entry Confirmation, as the case may be) and all other
documents required hereby are received by the Exchange Agent within three New
York Stock Exchange trading days after such Expiration Date.
Any holder of Old Notes who wishes to tender Old Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York
City time, on the applicable Expiration Date. Upon request of the Exchange
Agent, a notice of guaranteed delivery will be sent to holders who wish to
tender their Old Notes according to the guaranteed delivery procedures set forth
above.
See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
prospectus.
3. TENDER BY HOLDER. Only a holder of Old Notes may tender such Old Notes
in the Exchange Offer. Any beneficial holder of Old Notes who is not the
registered holder and who wishes to tender should arrange with the registered
holder to execute and deliver this letter of transmittal on his behalf or must,
prior to completing and executing this letter of transmittal and delivering his
Old Notes, either make appropriate arrangements to register ownership of the Old
Notes in such holder's name or obtain a properly completed bond power from the
registered holder.
4. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any Old Notes
is tendered, the tendering holder should fill in the principal amount tendered
in the fifth column of the box entitled "Description of Old Notes Tendered"
above. The entire principal amount of Old Notes delivered to the Exchange Agent
will be deemed to have been tendered unless
8
otherwise indicated. If the entire principal amount of all Old Notes is not
tendered, then Old Notes for the principal amount of Old Notes not tendered and
New Notes issued in exchange for any Old Notes accepted will be returned to the
holder as promptly as practicable after the Old Notes are accepted for exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURES. If this letter of transmittal (or facsimile
hereof) is signed by the record holder(s) of the Old Notes tendered hereby, the
signature(s) must correspond exactly with the name(s) as written on the face of
the Old Notes without alteration, enlargement or any change whatsoever. If this
letter of transmittal (or facsimile hereof) is signed by a participant in DTC,
the signature must correspond with the name as it appears on the security
position listing as the holder of the Old Notes. If any tendered Old Notes are
owned of record by two or more joint owners, all of such owners must sign this
letter of transmittal.
If this letter of transmittal (or facsimile hereof) is signed by the
registered holder(s) of Old Notes listed and tendered hereby and the New Notes
issued in exchange therefor are to be issued (or any untendered principal amount
of Old Notes is to be reissued) to the registered holder(s), the said holder(s)
need not and should not endorse any tendered Old Notes, nor provide a separate
bond power. In any other case, such holder(s) must either properly endorse the
Old Notes tendered or transmit a properly completed separate bond power with
this letter of transmittal, with the signatures on the endorsement or bond power
guaranteed by an Eligible Institution that is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association,
Inc., including the Security Transfer Agent Medallion Program, the New York
Stock Exchange, Inc. Medallion Signature Program or the Stock Exchanges
Medallion Program (an "Eligible Guarantor Institution").
If this letter of transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by ConocoPhillips, evidence satisfactory to ConocoPhillips of
their authority to act must be submitted with this letter of transmittal.
NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL (OR
FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(s) OF THE OLD NOTES
TENDERED HEREIN (OR BY A PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE OWNER OF THE TENDERED OLD NOTES) AND THE NEW NOTES ARE
TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(s) (OR, IF SIGNED BY A
PARTICIPANT IN DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT AT DTC) AND NEITHER
THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" NOR THE BOX ENTITLED "SPECIAL
REGISTRATION INSTRUCTIONS" HAS BEEN COMPLETED, OR (II) SUCH OLD NOTES ARE
TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL
SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which New
Notes or substitute Old Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this letter of transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated. Holders tendering Old Notes by book-entry
transfer may request that Old Notes not exchanged be credited to such account
maintained at DTC as such noteholder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name and address (or account number) of the person signing this letter of
transmittal.
7. TRANSFER TAXES. ConocoPhillips will pay or cause to be paid all transfer
taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange
Offer. If, however, New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Old Notes
tendered hereby, or if tendered Old Notes are registered in the name of any
person other than the person signing this letter of transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this letter of transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder and the
Exchange Agent will retain possession of an amount of New Notes with a face
amount at least equal to the amount of such transfer taxes due by such tendering
holder pending receipt by the Exchange Agent of the amount of such taxes.
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8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder
of any Old Notes or New Notes must provide ConocoPhillips (as payor) with its
correct taxpayer identification number ("TIN"), which, in the case of a holder
who is an individual is his or her social security number. If ConocoPhillips is
not provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding of 30% on
interest payments on the New Notes.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the New Notes will be registered in more than one name or will not be in the
name of the actual owner, consult the instructions on Internal Revenue Service
Form W-9, which may be obtained from the Exchange Agent, for information on
which TIN to report.
Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.
If such holder does not have a TIN, such holder should consult the
instructions on Form W-9 concerning applying for a TIN, check the box in Part 3
of the Substitute Form W-9, write "applied for" in lieu of its TIN and sign and
date the form and the Certificate of Awaiting Taxpayer Identification Number.
Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to ConocoPhillips within 60 days, backup withholding will begin
and continue until such holder furnishes its TIN to ConocoPhillips.
ConocoPhillips reserves the right in its sole discretion to take whatever
steps are necessary to comply with ConocoPhillips' obligations regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of tendered Old Notes
will be determined by ConocoPhillips in its sole discretion, which determination
will be final and binding. ConocoPhillips reserves the absolute right to reject
any and all Old Notes not properly tendered or any Old Notes ConocoPhillips'
acceptance of which might, in the opinion of ConocoPhillips' counsel, be
unlawful. ConocoPhillips also reserves the absolute right to waive any
conditions of the Exchange Offer or defects or irregularities of tenders as to
particular Old Notes. ConocoPhillips' interpretation of the terms and conditions
of the Exchange Offer (including this letter of transmittal and the instructions
hereto) shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as ConocoPhillips shall determine. Neither ConocoPhillips, Conoco,
Phillips, the Exchange Agent nor any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Notes nor shall any of them incur any liability for failure to give such
notification.
10. WAIVER OF CONDITIONS. ConocoPhillips reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the prospectus.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Old Notes will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions. This letter of
transmittal and related documents cannot be processed until the procedures for
replacing lost, stolen or destroyed Old Notes have been followed.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or for additional copies of the prospectus or this letter of transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this letter of transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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14. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF OR
AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE OLD NOTES DELIVERED BY
BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE
EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.
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SUBSTITUTE
PART 1--PLEASE PROVIDE YOUR TIN:
FORM W-9 TIN IN THE BOX AT RIGHT AND Social Security Number
DEPARTMENT OF THE CERTIFY BY SIGNING AND DATING or
TREASURY BELOW Employer Identification
INTERNAL REVENUE SERVICE Number
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PAYOR'S REQUEST
FOR TAXPAYER
IDENTIFICATION NUMBER PART 2--TIN Applied For [ ]
("TIN") AND ---------------------------------------------------------------------------------------------
CERTIFICATION CERTIFICATION:
UNDER THE PENALTIES OF PERJURY,
I CERTIFY THAT:
(1) the number shown on this form
is my correct Taxpayer
Identification Number (or I am
waiting for a number to be
issued to me),
(2) I am not subject to backup withholding either because:
(a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and correct.
SIGNATURE DATE
------------------------------------------- --------------------------
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You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that
you are no longer subject to backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE NEW NOTES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administrative Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number, 30 percent of all
reportable payments made to me will be withheld until I provide the number.
SIGNATURE DATE
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