EXHIBIT 99.2
CONOCOPHILLIPS
NOTICE OF GUARANTEED DELIVERY
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
CONOCOPHILLIPS HOLDING COMPANY (FORMERLY NAMED CONOCO INC.)
AND CONOCOPHILLIPS COMPANY (FORMERLY NAMED PHILLIPS PETROLEUM COMPANY)
This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer relating to 3.625% Notes due 2007, 4.75% Notes due
2012 and 5.90% Notes due 2032 of ConocoPhillips fully and unconditionally
guaranteed by ConocoPhillips Holding Company (formerly named Conoco Inc.)
("Holding") and ConocoPhillips Company (formerly named Phillips Petroleum
Company) ("CPCo"), and to tender Old Notes to The Bank of New York, as exchange
agent (the "Exchange Agent"), pursuant to the guaranteed delivery procedures
described in "The Exchange Offer -- Guaranteed Delivery Procedures" of the
prospectus dated January 31, 2003, of ConocoPhillips, Holding and CPCo and in
Instruction 2 to the related letter of transmittal. Any holder who wishes to
tender Old Notes of a series pursuant to such guaranteed delivery procedures
must ensure that the Exchange Agent receives this notice of guaranteed delivery,
properly completed and duly executed, prior to the Expiration Date (as defined
below) of the Exchange Offer for such series. Capitalized terms used but not
defined herein have the meanings ascribed to them in the letter of transmittal.
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 4,
2003, 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TENDERED IN AN EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,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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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
(212) 815-6331
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: Santino Ginocchietti
Reorganization Unit - 7E
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
(212) 298-1915
Attention: Santino Ginocchietti
Confirm by Telephone:
(212) 815-6331
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
NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF
GUARANTEED DELIVERY IS COMPLETED.
This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a letter of transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, that
signature guarantee must appear in the applicable space in the box provided on
the letter of transmittal for guarantee of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders to ConocoPhillips, Holding and CPCo, in
accordance with their offer, upon the terms and subject to the conditions set
forth in the prospectus and the related letter of transmittal, receipt of which
is hereby acknowledged, the principal amount of Old Notes of the series set
forth below pursuant to the guaranteed delivery procedures set forth in the
prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures" and in Instruction 2 of the letter of transmittal.
The undersigned hereby tenders the Old Notes of the series listed below:
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Certificate Number(s) (if
Title of known) of Old Notes Aggregate Principal Aggregate Principal
Series* or Account Number at DTC Amount Represented Amount Tendered
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PLEASE SIGN AND COMPLETE
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Names of Registered Holder(s) Signature(s) of Registered Holder(s) or
Authorized Signatory
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Address Dated:
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Area Code and Telephone Number(s)
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* Either "3.625% Notes due 2007," "4.75% Notes due 2012" or "5.90% Notes due
2032."
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THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(s) OF OLD NOTES EXACTLY AS THE NAME(s) OF SUCH PERSON(s) APPEAR(s) ON
CERTIFICATES FOR OLD NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF OLD
NOTES, OR BY PERSON(s) AUTHORIZED TO BECOME HOLDER(s) BY ENDORSEMENTS AND
DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. 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,
SUCH PERSON MUST PROVIDE THE FOLLOWING INFORMATION:
PLEASE PRINT NAME(s) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, 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, hereby guarantees deposit
with the Exchange Agent of the letter of transmittal (or facsimile thereof or
agent's message in lieu thereof), together with the Old Notes of the series
tendered hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at the DTC
described in the prospectus under the caption "The Exchange Offer -- Procedures
for Tendering -- Book-Entry Transfer" and in the letter of transmittal) and any
other required documents, all by 5:00 p.m., New York City time, within three New
York Stock Exchange trading days following the Expiration Date for such series.
Name of Firm:
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(Authorized Signature)
Address:
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(Include Zip Code) Name:
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Area Code and Tel. Number: Title:
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Date:
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DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and
duly executed copy of this notice of guaranteed delivery (or facsimile hereof or
an agent's message and notice of guaranteed delivery in lieu hereof) and any
other documents required by this notice of guaranteed delivery with respect to
the Old Notes of a series must be received by the Exchange Agent at its address
set forth herein prior to the Expiration Date of the Exchange Offer for that
series. Delivery of such notice of guaranteed delivery may be made by facsimile
transmission, mail, courier or overnight delivery. THE METHOD OF DELIVERY OF
THIS NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE
EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. As an alternative to delivery by mail, holders may wish
to consider using an overnight or courier service. In all cases, sufficient time
should be allowed to assure timely delivery. For a description of the guaranteed
delivery procedures, see Instruction 2 of the letter of transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Old Notes referred to herein, 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 notice of guaranteed delivery (or
facsimile hereof) is signed by a participant in the DTC whose name appears on a
security position listing as the owner of the Old Notes, the signature must
correspond with the name as it appears on the security position listing as the
owner of the Old Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
person other than the registered holder(s) of any Old Notes listed or a
participant of the DTC, this notice of guaranteed delivery must be accompanied
by appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Old Notes or signed as the name(s) of the participant appears
on the DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit herewith evidence
satisfactory to the Exchange Agent of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the prospectus and this notice
of guaranteed delivery may be directed to the Exchange Agent at the address set
forth on the cover page hereof. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
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