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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999
REGISTRATION STATEMENT NO. 333-88573
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONOCO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 2911 51-0370352
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
TEL: (281) 293-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICK A. HARRINGTON, ESQ.
SENIOR VICE PRESIDENT, LEGAL, AND
GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
TEL: (281) 293-1000
FAX: (281) 293-1440
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
WALTER J. SMITH, ESQ.
BAKER & BOTTS, L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002
TEL: (713) 229-1234
FAX: (713) 229-1522
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY
DETERMINE.
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Prospectus
Conoco Inc.
500,000 Class A Shares
1,500,000 Class B Shares
Common Stock, par value $.01 per share
Conoco Inc. is pleased to offer you the opportunity to participate in CONOCO
CONNECTION, a direct stock purchase and dividend reinvestment plan. Participants
in CONOCO CONNECTION may:
] Purchase shares without paying brokerage fees.
] Reinvest dividends and/or make additional cash purchases by check or automatic
deduction from their bank accounts.
] Transfer and sell shares easily.
] Own and transfer shares without holding stock certificates.
Conoco has appointed First Chicago Trust Company of New York, a division of
EquiServe, to administer CONOCO CONNECTION. All purchases of common stock will
be made by EquiServe at 100% of the then-current market price of the Class A or
Class B common stock, calculated as described in this prospectus, either in the
open market or from Conoco.
The Class A common stock and the Class B common stock are listed on the New York
Stock Exchange under the symbols "COC.A" and "COC.B." On October 29, 1999, the
closing price of the Class A common stock as shown on the New York Stock
Exchange was $27 7/16 per share, and the closing price of the Class B common
stock as shown on the New York Stock Exchange composite tape was $27 1/8 per
share.
INVESTING IN CONOCO COMMON STOCK INVOLVES RISKS. SEE QUESTION 21, WHAT ARE THE
RISKS OF PARTICIPATING IN CONOCO CONNECTION? BEGINNING ON PAGE 24 OF THIS
PROSPECTUS.
To the extent required by law in certain jurisdictions, shares offered through
CONOCO CONNECTION will be offered through a registered broker dealer to persons
not currently Conoco stockholders.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
NOVEMBER 1, 1999
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[CONOCO LOGO]
Conoco Inc.
CONOCO CONNECTION
November 1, 1999
TABLE OF CONTENTS PAGE
Summary................................... 4
CONOCO CONNECTION....................... 4
ABOUT CONOCO............................ 6
CONOCO CONNECTION....................... 8
1. What is CONOCO CONNECTION?....... 8
2. What options are available under
CONOCO CONNECTION?............... 8
3. Who can join CONOCO
CONNECTION?...................... 9
4. Are there fees associated with
participation?................... 9
5. How do I join CONOCO
CONNECTION?...................... 10
6. Can I enroll via the Internet?... 13
7. I am currently a holder of Class
A common stock. How do I become a
holder of Class B common
stock?........................... 13
8. I am currently a holder of Class
B common stock. How do I become a
holder of Class A common
stock?........................... 13
9. Who administers CONOCO
CONNECTION? How do I contact
them?............................ 14
10. What are the dividend payment
options?......................... 15
11. How do I change my dividend
payment option?.................. 16
12. How can I stop reinvesting
dividends?....................... 17
13. Can my cash dividends be
deposited directly to my bank
account?......................... 18
14. How do I make additional cash
purchases of common stock?....... 19
15. How do I change or stop automatic
deductions from my bank
account?......................... 20
16. Is there any limit on cash
purchases?....................... 20
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TABLE OF CONTENTS, CONTINUED PAGE
17. How are shares purchased and
priced?.......................... 21
18. When will shares be purchased?... 21
19. How do I sell shares?............ 22
20. Can I transfer my shares to
someone else?.................... 23
21. What are the risks of
participating in CONOCO
CONNECTION?...................... 24
22. What reports will I receive?..... 25
23. Will I receive stock certificates
for shares I purchase through
CONOCO CONNECTION?............... 26
24. How do I get a stock certificate
for the shares credited to my
account?......................... 26
25. Why should I deposit my stock
certificates with EquiServe? How
can I do this?................... 26
26. What is the "book-entry"
procedure for holding and
transferring shares?............. 28
27. What are the tax consequences of
participating in CONOCO
CONNECTION?...................... 29
28. Will federal income tax be
withheld from dividends or sales
proceeds?........................ 29
29. How do I vote my CONOCO
CONNECTION shares at stockholder
meetings?........................ 30
30. What if Conoco issues a stock
dividend or declares a stock
split or rights offering?........ 30
31. Can CONOCO CONNECTION be changed
or terminated?................... 31
32. What law applies to CONOCO
CONNECTION?...................... 31
33. How will Conoco use the proceeds
from its sale of stock?.......... 31
34. Where can I find more information
about Conoco?.................... 32
Experts................................... 34
Legal Matters............................. 34
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SUMMARY
This summary highlights selected information from this document but may not
contain all the information that is important to you. To fully understand CONOCO
CONNECTION and for a more complete description of the legal terms of CONOCO
CONNECTION, you should read carefully this entire document and the documents to
which we have referred you. To find out how to obtain copies of these documents,
see Question 34, Where Can I Find More Information about Conoco? on page 32.
CONOCO CONNECTION
] If you are not currently a Conoco stockholder, or if you hold only Class A
common stock, you can purchase Class B common stock for the first time with a
minimum investment of $250. Your initial purchase can be made in one payment
of $250 by check or money order or through automatic deductions of a minimum
of $50 per transaction from your bank account for at least five consecutive
purchases.
] If you are an existing stockholder, you may:
- Automatically reinvest all or part of your cash dividends in additional
shares. DIVIDENDS ON CLASS A SHARES ARE REINVESTED IN CLASS A SHARES.
DIVIDENDS ON CLASS B SHARES ARE REINVESTED IN CLASS B SHARES.
- Make additional cash purchases (minimum of $50) by check, money order or
automatic deductions from your bank account. IF YOU CURRENTLY HOLD CLASS A
STOCK, ANY ADDITIONAL CASH PURCHASES YOU MAKE WILL BE IN CLASS A STOCK. IF
YOU CURRENTLY HOLD CLASS B STOCK, ANY ADDITIONAL CASH PURCHASES YOU MAKE
WILL BE IN CLASS B STOCK. IF YOU HOLD BOTH CLASS A AND CLASS B STOCK, YOU
CAN MAKE ADDITIONAL CASH PURCHASES OF BOTH CLASSES OF STOCK.
] You do not need to revinest your dividends to participate. Dividends not
reinvested can be
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paid to you by check or electronic deposit to your bank account.
] Cash investments are subject to an annual maximum of $250,000 in each class of
stock through CONOCO CONNECTION.
] Purchase orders are processed at least once every five days.
] Your whole and fractional Conoco shares are held in safe and convenient
book-entry form. However, stock certificates are free of charge upon request.
] For safekeeping purposes, stock certificates can be converted into book-entry
shares, which will be credited to your account at no cost to you.
] You can sell your shares by simply picking up the telephone and instructing
EquiServe. Sale orders are processed daily.
] You can transfer shares or make gifts of shares easily and at no cost.
] You can handle all transactions by mail and most by fax and can accomplish
many account inquiries and sell shares over the telephone and/or Internet.
HOW TO PARTICIPATE IN CONOCO CONNECTION:
] New investors or Class A holders wishing to purchase Class B shares may make
their initial investment in Class B shares by completing an Initial Investment
Form and either mailing it with a check or money order for at least $250 or,
alternatively, you can make your first purchase of Class B shares by
authorizing automatic deductions of a minimum of $50 per transaction for at
least five consecutive purchases from a designated account at a U.S. bank or
financial institution. New investors in Class B shares can also enroll on the
Internet at www.equiserve.com.
] Current registered stockholders can reinvest dividends immediately by filling
out the Enrollment Authorization Form and sending it
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to EquiServe. They can also make additional cash purchases of the class of
stock they currently own by sending a check for a minimum of $50 or by
authorizing EquiServe to make automatic deductions of a minimum of $50 from a
designated account at a U.S. bank or financial institution.
] Conoco stockholders holding their stock through a broker must become
registered stockholders to enroll in CONOCO CONNECTION. See Question 5, How do
I join CONOCO CONNECTION? for instructions.
FEES AND COMMISSIONS:
] New investors in Class B shares pay a one-time fee of $10, taken from their
initial investment funds. Current stockholders enrolling to reinvest dividends
or make additional cash purchases of the class of stock they currently own do
not pay this fee.
] Conoco pays all fees and brokerage commissions on dividend reinvestments, and
most fees and all brokerage commissions on purchases, in addition to the cost
of annual maintenance of your account and the fees for automatic deductions
from your bank account.
] You will be charged a $10 fee and reasonable brokerage commissions (currently
$0.12 per share) on sales of shares through CONOCO CONNECTION.
] Returned checks or failed automatic deduction transactions will result in a
charge of $25 to the participant.
ABOUT CONOCO
] Conoco is a major, integrated, global energy company. Conoco was founded in
1875 and is involved in exploring for and developing, producing and selling
crude oil, natural gas and natural gas liquids, refining crude oil and other
feedstocks into petroleum products, buying and selling crude oil and refined
products and transporting, distributing and marketing
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petroleum products. Conoco is also engaged in developing and operating power
facilities.
] Conoco has two classes of common stock, Class A and Class B. Holders of Conoco
Class A common stock and Class B common stock generally have identical rights,
including dividend and liquidation rights, except that holders of Conoco Class
A common stock are entitled to one vote per share, while holders of Conoco
Class B common stock are entitled to five votes per share. Conoco stock is
listed on the New York Stock Exchange under the symbol "COC.A" for the Class A
common stock and "COC. B" for the Class B common stock.
] Conoco's principal executive office is located at 600 North Dairy Ashford,
Houston, Texas 77079, and its telephone number is
(281) 293-1000.
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CONOCO CONNECTION
The following questions and answers explain and constitute CONOCO CONNECTION:
1. WHAT IS CONOCO CONNECTION?
CONOCO CONNECTION is a convenient and economical way for new investors to
make an initial investment in Conoco Class B common stock and for existing
stockholders to increase their holdings of Conoco common stock.
Participants in CONOCO CONNECTION may elect to have dividends on both Class
A and Class B common stock automatically reinvested and to make additional
cash purchases of the class of common stock they currently hold.
Participation in CONOCO CONNECTION is entirely voluntary and we give no
advice regarding your decision to join CONOCO CONNECTION. However, if you
decide to participate in CONOCO CONNECTION, an enrollment form and reply
envelope are enclosed for your convenience. Initial Investment Forms for
new investors in Class B shares are also available, and may be completed,
on the Internet at www.equiserve.com.
2. WHAT OPTIONS ARE AVAILABLE UNDER CONOCO CONNECTION?
CONOCO CONNECTION allows participants to:
] Make initial investments in Class B common stock;
] Have their dividends on Class A and Class B common stock automatically
reinvested (fully or partially) in additional shares of common stock.
DIVIDENDS ON CLASS A SHARES ARE REINVESTED IN CLASS A SHARES. DIVIDENDS
ON CLASS B SHARES ARE REINVESTED IN CLASS B SHARES; and
] Make additional cash purchases of Class A or Class B common stock by
check, money
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order or automatic deductions from their bank accounts. IF YOU CURRENTLY
HOLD CLASS A STOCK, ANY ADDITIONAL CASH PURCHASES YOU MAKE WILL BE IN
CLASS A STOCK. IF YOU CURRENTLY HOLD CLASS B STOCK, ANY ADDITIONAL CASH
PURCHASES YOU MAKE WILL BE IN CLASS B STOCK. IF YOU HOLD BOTH CLASS A AND
CLASS B STOCK, YOU CAN MAKE ADDITIONAL CASH PURCHASES OF BOTH CLASSES OF
STOCK.
As a participant, you can mix and match CONOCO CONNECTION features. For
example, you can convert your stock certificates into book-entry shares,
continue to receive dividends in cash, and purchase more shares through
additional cash purchases.
3. WHO CAN JOIN CONOCO CONNECTION?
Anyone is eligible to join CONOCO CONNECTION, whether or not they are
currently stockholders of Conoco. If you are a resident of a foreign
country, you should make sure that participation would not violate any laws
in your home country.
4. ARE THERE FEES ASSOCIATED WITH PARTICIPATION?
] New investors in Class B shares pay a one-time fee of $10, which will be
deducted from their initial investment funds. Current stockholders
enrolling to reinvest dividends or make additional cash purchases of the
class of stock they already own do not pay this fee. Conoco pays the
brokerage commission on shares purchased with your initial investment.
] Conoco pays the fees and brokerage commissions on all other purchases,
including dividend reinvestments, in addition to the fees for automatic
deductions from your bank account and the annual maintenance cost of your
account.
] If you ask EquiServe to sell any of your shares, you will be charged a
$10 fee and
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reasonable brokerage commissions (currently $0.12 per share).
] Returned checks or failed automatic deduction transactions will result in
a charge of $25 to you.
5. HOW DO I JOIN CONOCO CONNECTION?
] REGISTERED STOCKHOLDERS. If you are already a Conoco stockholder of
record (that is, if you own shares that are registered in your name, not
your broker's name), you may enroll in CONOCO CONNECTION simply by
completing and returning the enclosed Enrollment Authorization Form.
Forms may also be obtained by calling EquiServe directly at (800)
317-4445.
] STOCKHOLDERS OWNING CONOCO COMMON STOCK THROUGH A BANK, BROKER OR
TRUSTEE. If you own shares of Conoco common stock but they are held in
the name of a bank, broker or trustee in "street" or nominee name, you
can become a registered holder by instructing your bank, broker or
trustee to transfer some or all of your shares into your name. You can
choose whether to receive a physical stock certificate for your shares or
to hold them in a book-entry account maintained by EquiServe.
- STOCK CERTIFICATE. Once you receive your stock certificate, you may
begin to use any or all of the CONOCO CONNECTION services.
- BOOK-ENTRY SHARES. This is an electronic transfer of your shares from
your broker's name into your name through the Direct Registration
System. Simply instruct your broker to conduct a "Withdrawal by
Transfer" specifying a "statement" or "S" transaction. This will
establish your book-entry account on Conoco's stockholder records
maintained by EquiServe, which
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includes your brokerage account information.
Once your brokerage account information is established on your book-entry
account with EquiServe, you can commence using any or all of the CONOCO
CONNECTION services. Additionally, at any time you may withdraw all or part of
your shares from CONOCO CONNECTION and electronically deliver them back to your
brokerage account. EquiServe will electronically deliver your shares within two
business days of receiving and accepting your instructions. To change or add
information concerning your bank, broker, or trustee to your account with
EquiServe, you must complete an Authorization to Provide Broker/Dealer
Information Form, available upon request from EquiServe or your bank, broker or
trustee. Your signature(s) on the Authorization Form must be witnessed by a bank
or broker with a Medallion Guarantee. Most banks and brokers participate in the
Medallion Guarantee program. The Medallion Guarantee program ensures that the
individual signing is in fact the owner of the shares. A notary is not
sufficient.
] NEW INVESTORS IN CLASS B SHARES. If you are not a current Conoco Class B
stockholder or if you want to establish a separate account by purchasing
Class B shares through CONOCO CONNECTION (for example, a joint account
\with your spouse, or as a custodian for a minor), you may enroll by
filling out an Initial Investment Form and returning it to EquiServe with
a payment of at least $250 and no more than $250,000. Initial cash
payments may be made by check or money order payable to EquiServe. All
money must be in U.S. funds and drawn
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on a U.S. bank or financial institution. Third-party checks will not be
accepted. As an alternative, you may enroll by accessing CONOCO
CONNECTION over the Internet at www.equiserve.com and make your initial
purchase through authorizing automatic deductions from your U.S. bank or
financial institution.
Conoco will waive the $250 minimum initial investment for investors who choose
to make their initial purchase and subsequent on-going purchases of Class B
common stock through automatic monthly investments. You must authorize an
Automatic Clearing House deduction of a minimum of $50 per transaction from a
designated account at a U.S. bank or financial institution for at least five
consecutive purchases. To do this, you must complete and return an Authorization
Form for Automatic Deductions to EquiServe, together with a voided blank check
or savings account deposit slip for the account from which funds are to be
drawn. An Authorization Form for Automatic Deductions is located on the reverse
of the Initial Investment Form. You should allow four to six weeks for the first
investment to be initiated. You can designate whether you would like funds
deducted once or twice per month on either the first day of the month, the
fifteenth day of the month, or both. Once automatic deductions are initiated,
funds will be drawn from your account on the first and/or fifteenth day of each
month or the next business day if the first and/or fifteenth are not business
days. After fulfilling the minimum purchase requirement, you can stop the
automatic investments by telephoning or writing to EquiServe.
Your enrollment fee of $10 will be subtracted from your initial investment
amount, with the remainder of the funds being applied toward your first
purchase.
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6. CAN I ENROLL VIA THE INTERNET?
If you are not currently a Conoco Class B stockholder, you may enroll in
CONOCO CONNECTION and make your initial investment in Class B shares via
the Internet. You can access the CONOCO CONNECTION prospectus through the
Internet at www.equiserve.com. After reviewing this document, click on
"Enrollment" to link to a secure website where, after providing the
necessary information, you may enroll in CONOCO CONNECTION by authorizing
automatic deductions of a minimum of $50 per transaction (once or twice per
month) from a designated account at a U.S. bank or financial institution
for at least five consecutive purchases.
7. I AM CURRENTLY A HOLDER OF CLASS A COMMON STOCK. HOW DO I BECOME A HOLDER OF
CLASS B COMMON STOCK?
You may directly purchase Class B common stock in the same way that a new
investor joins CONOCO CONNECTION, regardless of your ownership in Class A
common stock. You will be required to make a $250 minimum investment in
Class B stock and pay the $10 enrollment fee. To learn more about this, see
Question 5, How do I join CONOCO CONNECTION?, and follow the instructions
for new investors in Class B shares.
8. I AM CURRENTLY A HOLDER OF CLASS B COMMON STOCK. HOW DO I BECOME A HOLDER OF
CLASS A COMMON STOCK?
Current Class B common stockholders may not purchase Class A common stock
directly through CONOCO CONNECTION. If you wish to purchase Class A common
stock, you must do so in the open market. After you become a Class A
holder, you may enroll in CONOCO CONNECTION as a Class A holder and
reinvest Class A dividends and
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make additional cash purchases of Class A common stock.
9. WHO ADMINISTERS CONOCO CONNECTION? HOW DO I CONTACT THEM?
Conoco has engaged First Chicago Trust Company of New York, a division of
EquiServe, to administer and act as agent for CONOCO CONNECTION. EquiServe
purchases shares of Conoco common stock acquired under CONOCO CONNECTION,
keeps records, sends statements of account activity to participants and
performs all other administrative duties relating to CONOCO CONNECTION.
By enrolling in CONOCO CONNECTION, you are authorizing EquiServe to receive
your initial investment and/or additional cash purchases and/or dividends
(if you reinvest your dividends) on your behalf and to apply these amounts
to the purchase of Conoco common stock.
All inquiries, notices, requests and other communications concerning CONOCO
CONNECTION should be made to EquiServe at:
CONOCO CONNECTION
C/O EQUISERVE
P.O. BOX 2598
JERSEY CITY, NJ 07303-2598
Current stockholders can obtain account information and both current
stockholders and new investors may ask questions about CONOCO CONNECTION by
calling EquiServe at the following telephone numbers:
TELEPHONE: (800) 317-4445
OUTSIDE THE U.S. AND
CANADA: (201) 324-0313
TDD: (201) 222-4955
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Customer service representatives are available from 8:30 a.m. to 7:00 p.m.
(Eastern time) each business day.
New investors may request a prospectus and enrollment form any time of day,
every day of the year, by calling EquiServe's automated voice response
systems at (800) 483-0294.
You can also obtain information about your CONOCO CONNECTION account on
EquiServe's Internet site at www.equiserve.com. At the Internet site, you
can access your share balance, sell shares, request a stock certificate,
and obtain online forms and other information about your account. To get
access, you will require a password. EquiServe will automatically send you
a password. If you need a password prior to receiving your password in the
mail, call toll-free (877) THE-WEB7
((877) 843-9327).
Conoco may assume the administration of CONOCO CONNECTION at any time or
appoint another agent for CONOCO CONNECTION without prior notice to
participants.
10. WHAT ARE THE DIVIDEND PAYMENT OPTIONS?
Participants in CONOCO CONNECTION may choose to reinvest some, all, or none
of their dividends.
DIVIDENDS ON CLASS A SHARES ARE REINVESTED IN CLASS A SHARES.
DIVIDENDS ON CLASS B SHARES ARE REINVESTED IN CLASS B SHARES.
] If you elect full reinvestment, cash dividends paid on all Conoco Class A
or Class B common stock registered in your name, whether held by you in
stock certificate form or credited to your book-entry account, will be
applied to the purchase of additional shares of the class
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of Conoco common stock on which the dividend is paid, on or around the
dividend payment date.
] If you elect partial reinvestment of dividends, a portion of your
dividend proceeds will be paid to you in cash, and the remainder will be
used to purchase additional shares of the class of Conoco common stock on
which the dividend is paid, on or around the dividend payment date. To do
this, you must specify the number of whole shares on which you wish to
receive cash dividends. The dividends on the balance of your shares will
be reinvested. You may choose to have cash dividends directly deposited
in your designated account at a bank or financial institution or sent to
you by check.
] You can also elect to receive all of your dividends in cash rather than
reinvesting them. If you do not elect a dividend payment option on the
enrollment form, your dividends will be fully reinvested.
CONOCO EXPECTS ANY FUTURE DIVIDENDS ON SHARES OF CLASS A AND CLASS B COMMON
STOCK TO BE PAID ON THE 10TH OF MARCH, JUNE, SEPTEMBER AND DECEMBER TO
STOCKHOLDERS OF RECORD ON THE 10TH OF THE PRECEEDING FEBRUARY, MAY, AUGUST AND
NOVEMBER.
11. HOW DO I CHANGE MY DIVIDEND PAYMENT OPTION?
You may change your dividend option, including the amount of dividends
received in cash or applied to the purchase of additional
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shares, at any time by telephoning EquiServe, or by completing and
submitting a new Enrollment Authorization Form by fax or mail. EquiServe
must receive any changes before the dividend record date for the change to
be effective for that dividend. You can obtain the Enrollment Authorization
Form by contacting EquiServe by telephone or at the address provided in
Question 9, Who administers CONOCO CONNECTION? How do I contact them? You
can also obtain a copy of the form on EquiServe's Internet site.
12. HOW CAN I STOP REINVESTING DIVIDENDS?
You may discontinue reinvestment of dividends at any time by calling or
writing to EquiServe at the telephone numbers and address set forth in
Question 9, Who administers CONOCO CONNECTION? How do I contact them?
However, EquiServe must receive your request before the dividend record
date for the change to be effective for that dividend.
Even if you stop reinvestment, your shares will continue to be credited in
book-entry form to your account at EquiServe unless you request a stock
certificate. You may request a certificate for all or part of your shares.
If you request a stock certificate for all of your shares, you will receive
a stock certificate for any whole share(s) and a check representing the net
proceeds from the sale of any fractional share.
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13. CAN MY CASH DIVIDENDS BE DEPOSITED DIRECTLY TO MY BANK ACCOUNT?
Through CONOCO CONNECTION's direct deposit feature, you may elect to have
any cash dividends not reinvested paid by electronic funds transfer to your
designated bank account. To do this, you must first complete and return a
Direct Deposit Authorization Form to EquiServe along with a copy of a
voided blank check or savings account deposit slip. This form is not
included with your CONOCO CONNECTION material and must be specifically
requested from EquiServe by calling (800) 870-2340 or obtained on-line at
www.equiserve.com.
Forms must be received by EquiServe at least seven business days before the
dividend record date to be effective for that dividend. Forms received
after that date will not become effective until the following dividend. You
may discontinue this feature by writing to EquiServe. You must complete a
new Direct Deposit Authorization Form if you transfer ownership of shares
or otherwise establish a new account with EquiServe, close or change the
designated bank account, or are assigned a new account number by your bank.
If the proper forms are not completed, you will receive your dividend
payment by check.
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14. HOW DO I MAKE ADDITIONAL CASH PURCHASES OF COMMON STOCK?
ADDITIONAL CASH PURCHASES CAN BE MADE ONLY IN THE CLASS OF COMMON STOCK YOU
ALREADY OWN. IF YOU CURRENTLY HOLD CLASS A STOCK, ANY ADDITIONAL CASH PURCHASES
YOU MAKE WILL BE IN CLASS A STOCK. IF YOU CURRENTLY HOLD CLASS B STOCK, ANY
ADDITIONAL CASH PURCHASES YOU MAKE WILL BE IN CLASS B STOCK. IF YOU HOLD BOTH
CLASS A AND CLASS B STOCK, YOU CAN MAKE ADDITIONAL CASH PURCHASES OF EITHER OR
BOTH CLASSES OF STOCK.
Additional cash purchases can be made in the following ways:
] CHECK OR MONEY ORDER. You can make additional cash purchases of Class A
or Class B common stock by check or money order for a minimum of $50,
payable in U.S. dollars to "EquiServe -- Conoco." You should send your
additional cash purchase payments to EquiServe together with the tear-off
Transaction Form attached to each account statement or, if making an
investment while enrolling, with the Enrollment Authorization Form. You
should also write your CONOCO CONNECTION account number on the check or
money order.
] AUTOMATIC DEDUCTION FROM A BANK ACCOUNT. You may make automatic
additional cash purchases through an Automated Clearing House withdrawal
of a specified amount from a designated account at a U.S. bank or
financial institution. You can designate whether you would like funds
deducted once or twice per month, either on the first day of the month,
the fifteenth day of the month, or both. To do this, you must complete
and return an Authorization Form for Automatic Deductions to
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EquiServe, together with a voided blank check or savings account deposit
slip for the account from which funds are to be drawn. You should allow
four to six weeks for the first investment to be initiated. Once
automatic deductions are initiated, funds will be drawn from your account
on the first and/or fifteenth day of each month or the next business day
if the first and/or fifteenth are not business days. If you authorize
automatic deductions once a month, you can specify whether your deduction
will be made on the first or the fifteenth of the month. Automatic
deductions will continue until you instruct EquiServe to stop.
Regardless of how you make your purchase, you will benefit from the full
investment of your funds, as both whole and fractional shares are credited
to your account.
15.HOW DO I CHANGE OR STOP AUTOMATIC DEDUCTIONS FROM MY BANK ACCOUNT?
You may change or stop automatic deductions by notifying EquiServe by
telephone, mail or fax. You must complete a new Authorization Form for
Automatic Deductions when you transfer ownership of your shares or
otherwise establish a new account on EquiServe's records, close or change
the designated bank account or are assigned a new account number by your
bank.
To be effective with respect to a particular investment date, EquiServe
must receive the new Authorization Form for Automatic Deductions at least
six business days before the date that funds are scheduled to be withdrawn
from your account.
16.IS THERE ANY LIMIT ON CASH PURCHASES?
Total cash purchases in each class of common stock may not exceed $250,000
per
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calendar year, including your initial cash investment, if applicable.
17.HOW ARE SHARES PURCHASED AND PRICED?
]SOURCE OF SHARES AND PURCHASE PRICE. Conoco will decide how EquiServe will
purchase shares for CONOCO CONNECTION. We will instruct EquiServe to
purchase shares in the open market or to buy newly issued or treasury
shares directly from Conoco.
If EquiServe buys shares in the open market, the purchase price will be
the average price paid per share in the period during which shares are
purchased. If new shares or treasury shares are issued, the purchase price
will be the average of the high and low prices based on the New York Stock
Exchange composite transactions tape as reported in The Wall Street
Journal on the date they are purchased from Conoco.
18.WHEN WILL SHARES BE PURCHASED?
] PURCHASE PERIOD -- INITIAL CASH INVESTMENTS AND ADDITIONAL CASH
PURCHASES. EquiServe will invest funds in Class A or Class B common
stock, as applicable, at least once every five business days. EquiServe,
not Conoco, will determine the actual investment date. If you sign up to
make automatic purchases of Class A or Class B common stock by
authorizing EquiServe to deduct $50 or more from your bank account either
once or twice a month, your payment will be transferred on the first
and/or fifteenth of each month (as elected by you) or on the next
business day if the first and/or fifteenth are not business days.
- You will not be paid any interest on amounts held by EquiServe pending
investment. EquiServe will return any funds held pending investment,
provided
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that EquiServe receives your request not less than two business days
before the date that the funds will be invested.
- To be sure you receive the next dividend to be paid, initial
investments and additional cash purchases of Class A or Class B common
stock must be received by EquiServe at least eight business days before
the record date for that dividend.
] REINVESTED DIVIDENDS. When EquiServe purchases shares in the open market
with dividends to be reinvested, EquiServe will purchase shares at any
time beginning on the dividend payment date and ending no later than 30
days after the dividend payment date. If new shares or previously issued
shares held in Conoco's treasury are issued, EquiServe will purchase
shares from Conoco on the dividend payment date.
PLEASE NOTE THAT YOU WILL NOT BE ABLE TO
INSTRUCT EQUISERVE TO PURCHASE SHARES
AT A SPECIFIC TIME OR AT A SPECIFIC PRICE.
IF YOU PREFER TO HAVE CONTROL OVER THE
EXACT TIMING AND PRICE OF YOUR
PURCHASE, YOU WILL NEED TO USE YOUR OWN
BROKER.
19.HOW DO I SELL SHARES?
To sell any shares that you hold in stock certificate form through CONOCO
CONNECTION, they must first be converted into book-entry shares and
credited to your account with EquiServe.
You can sell any of the shares credited to your account with EquiServe by
accessing your account via the Internet at www.equiserve.com, telephoning
EquiServe, or completing the Transaction Form attached to your CONOCO
CONNECTION account
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statement and returning it to EquiServe by fax or mail.
If you have elected to receive cash dividends on some of your shares and
reinvest dividends on the balance of your shares, unless you specify
otherwise, the shares on which you are reinvesting dividends will be used
to fill the sale order first. If those shares are insufficient to fill the
sale order, shares on which you have elected to receive cash dividends will
also be sold.
EquiServe will sell shares daily on the open market through its designated
broker. To be processed the same day, all sale requests must be received
before 1:00 p.m. (Eastern time) on a business day during which EquiServe
and the relevant securities trading markets are open. The sales price will
be the average price per Class A or Class B share, as applicable, received
by EquiServe for all sales made that day for CONOCO CONNECTION
participants. The cash proceeds that you will receive for the shares sold
will be equal to this average sales price minus the $10 service charge per
sale and the brokerage commission on the shares sold. See Question 4, Are
there fees associated with participation?
PLEASE NOTE THAT EQUISERVE WILL NOT ACCEPT INSTRUCTIONS TO SELL ON SOME LATER
DAY OR AT A SPECIFIC TIME OR PRICE. IF YOU WANT TO HAVE CONTROL OVER THE EXACT
TIMING AND SALES PRICES, YOU CAN WITHDRAW THE SHARES YOU WISH TO SELL AND SELL
THEM THROUGH YOUR OWN BROKER.
20.CAN I TRANSFER MY SHARES TO SOMEONE ELSE?
To transfer some or all of your shares to another person or entity, simply
call EquiServe. You will be asked to send EquiServe written transfer
instructions, or you can fill out the transfer instructions on the
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reverse of the Transaction Form attached to your account statement. Your
signature must be "Medallion Guaranteed" by a financial institution. Once
EquiServe receives all of the necessary forms and documents, your request
will be processed promptly. This service is free.
You may transfer shares to new or existing Conoco stockholders. However, a
CONOCO CONNECTION account will not be opened for a transferee as a result
of a transfer of less than one full share.
21.WHAT ARE THE RISKS OF PARTICIPATING IN CONOCO CONNECTION?
] YOU BEAR ALL RISK OF LOSS THAT MAY RESULT FROM MARKET FLUCTUATIONS IN THE
PRICE OF CONOCO COMMON STOCK. Your investment risks in Conoco shares
acquired under CONOCO CONNECTION are no different from your investment
risks in shares held directly by you. Neither Conoco nor EquiServe can
assure you a profit or protect you against any loss on shares that are
purchased through CONOCO CONNECTION.
] BY ESTABLISHING CONOCO CONNECTION, CONOCO DOES NOT GUARANTEE THE PAYMENT
OF FUTURE DIVIDENDS. Conoco's stockholders may not receive future
dividends. The amount of cash dividends, if any, to be declared and paid
will depend upon declaration by Conoco's board of directors and upon
Conoco's financial condition, results of operations, cash flow, the level
of its capital and exploration expenditures, its future business
prospects and other related matters that Conoco's board of directors deem
relevant.
] CONOCO AND EQUISERVE WILL INTERPRET AND REGULATE THE OPERATION OF CONOCO
CONNECTION AS THEY BELIEVE APPROPRIATE. Neither Conoco, EquiServe, nor
any of their successors or any other
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person providing services to CONOCO CONNECTION will be responsible for
any good-faith acts or omissions when operating or administering CONOCO
CONNECTION. For example, they are not responsible for:
- the failure to discontinue reinvestment of dividends or additional cash
purchases for a participant's account when the participant dies;
- the price at which Conoco common stock is purchased or sold; or
- the timing of any purchases or sales.
However, by participating in CONOCO CONNECTION, you will not waive any
legal rights you otherwise may have.
22.WHAT REPORTS WILL I RECEIVE?
To help you in your record keeping, EquiServe will send you the following
information:
] For each initial cash investment, additional cash purchase, sale or
transfer that you make or receive, a statement detailing the transaction;
] For each dividend reinvested, a statement detailing all activity in your
account for that calendar year; and
] For any transactions you make after the fourth quarter dividend, an
updated cumulative statement detailing all activity in your account for
that year.
IT IS VERY IMPORTANT TO RETAIN YOUR
STATEMENTS IN A SAFE PLACE FOR TAX
PURPOSES. EQUISERVE WILL CHARGE YOU $5
FOR EACH DUPLICATE STATEMENT YOU
REQUEST FOR ACCOUNT ACTIVITY OLDER
THAN TWO CALENDAR YEARS.
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In addition to reports regarding CONOCO CONNECTION, you will receive copies
of the same communications sent to all other holders of Conoco common
stock, such as annual reports and proxy statements. You will also receive
any Internal Revenue Service information returns, if required.
23.WILL I RECEIVE STOCK CERTIFICATES FOR SHARES I PURCHASE THROUGH CONOCO
CONNECTION?
You will not receive stock certificates for shares purchased through CONOCO
CONNECTION. EquiServe will credit those shares in book-entry form to an
account in your name at EquiServe. Similarly, any stock certificates which
you may send to EquiServe for deposit will be converted into book-entry
shares and credited to your account.
24. HOW DO I GET A STOCK CERTIFICATE FOR THE SHARES CREDITED TO MY ACCOUNT?
To obtain stock certificates for all or some of your shares, you can access
your account via the Internet at www.equiserve.com, or call, write, or fax
EquiServe. This service is free.
Stock certificates for fractional shares cannot be issued. Instead,
EquiServe will sell any fractional shares and send you a check for the net
sale proceeds.
25. WHY SHOULD I DEPOSIT MY STOCK CERTIFICATES WITH EQUISERVE? HOW CAN I DO
THIS?
Your stock certificates are valuable and expensive to replace if lost or
stolen. CONOCO CONNECTION offers you the convenience of depositing your
stock certificates for conversion into book-entry shares at any time.
Once converted, your book-entry shares are credited to your account and may
be transferred or sold through CONOCO CONNECTION in the same convenient way
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as those shares you acquire through CONOCO CONNECTION.
Depositing your stock certificates does not require that you reinvest your
dividends.
To deposit stock certificates into your CONOCO CONNECTION account, send the
unendorsed certificates to:
CONOCO CONNECTION
C/O EQUISERVE
P.O. BOX 2598
JERSEY CITY, NJ 07303-2598
To insure against loss resulting from mailing certificates, EquiServe will
provide mail insurance free of charge. To be eligible for certificate
mailing insurance, you must observe the following guidelines. Certificates
must be mailed in brown, pre-addressed return envelopes provided by
EquiServe. Certificates mailed to EquiServe will be insured for the current
market value (up to $25,000) provided they are mailed first class. You must
notify EquiServe of any lost certificate claim within 30 calendar days of
the date the certificates were mailed. The maximum insurance protection
provided is $25,000 and coverage is available only when the certificate(s)
are sent to EquiServe in accordance with the guidelines described above.
Insurance covers the replacement of shares of Conoco stock, but in no way
protects against any loss resulting from fluctuations in the value of such
shares from the time you mail the certificates until such time as
replacement can be completed.
If you do not use the brown, pre-addressed envelope provided by EquiServe,
certificates mailed should be insured for possible mail loss for 2% of the
market value (minimum of $20). This represents your approximate replacement
cost if the certificates are lost in transit to EquiServe. If you wish to
deposit
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common stock with a market value greater than $25,000, please call
EquiServe for instructions.
There is no charge for depositing your stock certificates. You also may
request a stock certificate for any of your deposited shares at any time,
free of charge. See Question 24, How do I get a stock certificate for the
shares credited to my account?
26. WHAT IS THE "BOOK-ENTRY" PROCEDURE FOR HOLDING AND TRANSFERRING SHARES?
The book-entry procedure for share ownership is a way for stockholders to
hold and transfer their shares without having to use physical stock
certificates. Book-entry share ownership provides benefits to Conoco and
its stockholders by:
] eliminating the chance of lost or destroyed certificates;
] eliminating the need for certificate storage; and
] reducing the costs associated with the issuance and delivery of stock
certificates.
At any time, you may request and receive stock certificates for whole
shares that are held in book-entry form by following the procedures set
forth in Question 24, How do I get a stock certificate for the shares
credited to my account? You may also sell shares held in book-entry form by
following the procedures set out in Question 19, How do I sell shares?
All Class B shares were initially distributed as book-entry shares, so most
Class B stockholders already hold their shares in this manner, unless they
have requested a stock certificate.
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27. WHAT ARE THE TAX CONSEQUENCES OF PARTICIPATING IN CONOCO CONNECTION?
All the dividends paid to you -- whether or not they are reinvested -- are
considered taxable income to you in the year they are paid by Conoco. Also,
the Internal Revenue Service will treat as taxable income to you any
brokerage commissions that Conoco pays on your behalf for purchases of
shares through Conoco Connection. The total amount will be reported to you
and to the Internal Revenue Service on IRS Form 1099-DIV, which will be
mailed by January 31.
All shares of Conoco common stock that are sold through EquiServe will be
reported to the IRS as required by law. IRS Form 1099-B will be mailed by
January 31 to all those who sold stock through CONOCO CONNECTION. The
1099-B form will include only proceeds you received from the sale of your
shares. You are responsible for calculating the cost basis of the shares
you sold and any gain or loss on the sale.
BE SURE TO KEEP YOUR ACCOUNT STATEMENTS FOR INCOME TAX PURPOSES. IF YOU HAVE
QUESTIONS ABOUT THE TAX IMPACT OF ANY TRANSACTIONS YOU ARE CONTEMPLATING, PLEASE
CONSULT YOUR OWN TAX ADVISOR.
28. WILL FEDERAL INCOME TAX BE WITHHELD FROM DIVIDENDS OR SALES PROCEEDS?
] UNITED STATES STOCKHOLDERS:
- Federal law requires EquiServe to withhold an amount, currently 31%,
from the amount of dividends and the proceeds of any sale of shares if:
V you fail to certify (either on your Initial Investment Form or on
Form W-9) to EquiServe that you are not subject to backup
withholding and
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that the taxpayer identification number on your account is correct,
or
V the IRS notifies Conoco or EquiServe that you are subject to backup
withholding.
- Any amounts withheld will be deducted from your dividends and/or from
the proceeds of any sale of your shares, and the remaining amount will
be reinvested or paid as you have instructed.
- You may obtain a W-9 by calling EquiServe and on the Internet at
www.equiserve.com.
] FOREIGN STOCKHOLDERS:
Any required United States income tax withholding will be deducted from
dividends and/or sale proceeds and the remaining amount will be reinvested
or paid as you have instructed.
29. HOW DO I VOTE MY CONOCO CONNECTION SHARES AT STOCKHOLDER MEETINGS?
For every stockholder meeting, you will receive a proxy that will cover all
the Conoco shares you hold both in CONOCO CONNECTION and in the form of
stock certificates. The proxy will allow you to indicate how you want your
shares to be voted. Your shares will be voted only as you indicate,
according to the instructions provided on the proxy card and in the
materials accompanying the proxy. If you own both Class A shares and Class
B shares, you will receive separate proxies for each class.
30. WHAT IF CONOCO ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT OR RIGHTS
OFFERING?
If Conoco declares a stock split or stock dividend, the new shares will be
added to your account or distributed in the form of a stock certificate at
the discretion of Conoco.
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In the event of a stock subscription or other offering of rights to
stockholders, your rights will be based on the shares held in your account
plus any shares you hold that are represented by stock certificates. A
single set of materials will be distributed that will allow you to exercise
your rights for all shares you own.
31. CAN CONOCO CONNECTION BE CHANGED OR TERMINATED?
Conoco can change or terminate CONOCO CONNECTION at any time. Conoco also
reserves the right to terminate any participant's participation in CONOCO
CONNECTION for any reason at its sole discretion. We will send you written
notice of any significant changes or upon termination. Changes or
termination will not affect your rights as a stockholder in any way.
32. WHAT LAW APPLIES TO CONOCO CONNECTION?
Delaware law governs the terms and conditions in this document, as well as
those that are described in detail on all forms and account statements.
33. HOW WILL CONOCO USE THE PROCEEDS FROM ITS SALE OF STOCK?
Conoco currently anticipates that all purchases by CONOCO CONNECTION will
be made on the open market. Conoco will not receive any proceeds from these
purchases. However, if CONOCO CONNECTION purchases are made from newly
issued shares or previously issued shares held in Conoco's treasury, Conoco
will receive the proceeds and use them for general corporate purposes. We
are unable to estimate the total amount of these shares or proceeds.
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34. WHERE CAN I FIND MORE INFORMATION ABOUT CONOCO?
] Conoco files annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any materials we
file with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the SEC's regional offices located at
Seven World Trade Center, New York, New York 10048, and at 500 West
Madison Street, Chicago, Illinois 60661. You can obtain information about
the operation of the SEC's Public Reference Room by calling the SEC at
(800) SEC-0330. The SEC also maintains a website that contains
information we file electronically with the SEC, which you can access
over the Internet at www.sec.gov. You can obtain information about us at
the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005 or by visiting our website at www.conoco.com.
] This prospectus is part of a registration statement we have filed with
the SEC relating to the Conoco common stock. As permitted by SEC rules,
this prospectus does not contain all of the information we have included
in the registration statement and the accompanying exhibits and schedules
we file with the SEC. You may refer to the registration statement, the
exhibits and schedules for more information about us and our securities.
The registration statement, exhibits and schedules are available at the
SEC's Public Reference Room or through its website.
] The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you
by referring you to those documents. The information
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we incorporate by reference is an important part of this prospectus,
and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference
the documents listed below, and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all the common stock offered
hereby. The documents we incorporate by reference are:
- our annual report on Form 10-K for the year ended December 31, 1998, as
amended on March 12, 1999;
- our quarterly reports on Form 10-Q for the quarterly periods ended
March 31, 1999 and June 30, 1999;
- our current reports on Form 8-K as filed with the SEC on March 23, 1999
and April 16, 1999; and
- the description of Conoco common stock and associated rights contained
in the Registration Statement on Form S-4 dated July 9, 1999, including
any amendment(s) or report(s) filed for the purpose of updating such
description.
] You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by
reference into the filing), at no cost, by writing or telephoning us at
the following address:
CONOCO INC.
SHAREHOLDER RELATIONS DEPARTMENT
P.O. BOX 2197
HOUSTON, TEXAS 77079-2197
TELEPHONE: (281) 293-6800
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH OTHER
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THE PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS (NOVEMBER 1,
1999).
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1998, as amended
on March 12, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LEGAL MATTERS
Baker & Botts, L.L.P., Houston, Texas, has passed upon the validity of the
Conoco common stock issuable under CONOCO CONNECTION.
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CORRESPONDENCE
For stockholder and CONOCO CONNECTION
inquiries, contact EquiServe:
CONOCO CONNECTION
c/o EquiServe
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: (800) 317-4445
Outside the U.S. and Canada: (201) 324-0313
TDD: (201) 222-4955
If you wish to contact Conoco directly,
you may write to or call:
Conoco Inc.
Shareholder Relations Department
P.O. Box 2197
Houston, TX 77252-2197
Telephone: (281) 293-6800
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
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INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is a table of the registration fee for the Securities and
Exchange Commission, the filing fee for the National Association of Securities
Dealers, Inc., the listing fee for the New York Stock Exchange and estimates of
all other expenses to be incurred in connection with the issuance and
distribution of the securities described in this Registration Statement, other
than underwriting discounts and commissions:
SEC registration fee........................................ $ 14,580
NYSE listing fee............................................ 1,500
Blue sky fees and expenses.................................. 12,000
Printing expenses........................................... 150,000
Legal fees and expenses..................................... 50,000
Accounting fees and expenses................................ 5,000
Miscellaneous............................................... 10,000
--------
Total............................................. $243,080
========
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute required court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(4) for any transaction from which the director derived an improper personal
benefit.
Article 5E(2) of the certificate of incorporation of Conoco (the
"Registrant") provides that no director shall be personally liable to Conoco or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to Conoco or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
under section 174 of the Delaware General Corporation Law or (4) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of such Article 5E(2) shall not adversely affect any
right or protection of a director of the Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
Conoco's by-laws provide for indemnification of directors and officers to the
maximum extent permitted by Delaware law.
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Conoco has entered into indemnification agreements with each of its
directors and persons named in the prospectus constituting a part of this
Registration Statement (collectively, "Indemnitees"). Such agreements provide
that, to the fullest extent permitted by applicable law, Conoco shall indemnify
and hold each Indemnitee harmless from and against any and all losses and
expenses whatsoever (1) arising out of any event or occurrence related to the
fact that such Indemnitee is or was a director or officer of Conoco, is or was
serving in another capacity with Conoco, or by reason of anything done or not
done by such Indemnitee in such capacity and (2) incurred in connection with any
threatened, pending or completed legal proceeding.
The Registrant may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of Registrant,
whether or not Registrant would have the power to indemnify such person against
such liability, as permitted by law.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
EXHIBIT
NO. DESCRIPTION
- ------- -----------
3.1 -- Second Amended and Restated Certificate of Incorporation of
Conoco Inc.(1)
3.2 -- By-laws of Conoco Inc. as amended October 28, 1999(12)
4.1 -- Specimen Certificate for shares of Class A Common Stock of
the Registrant(3)
4.2 -- Specimen Certificate for shares of Class B Common Stock of
the Registrant(3)
4.3 -- Preferred Share Purchase Rights Agreement(3)
4.4 -- Amendment to Preferred Share Purchase Rights Agreement(4)
4.5 -- Second Amendment to Preferred Share Purchase Rights
Agreement(5)
4.6 -- Indenture between Conoco and the Trustee relating to the
debt securities(6)
5.1 -- Opinion of Baker & Botts, L.L.P. regarding the legality of
the shares being registered(7)
10.1 -- Employment Agreement, dated September 23, 1999, between
Conoco and Archie W. Dunham(7)
10.2 -- Conoco Inc. Key Employee Severance Plan as amended(7)
10.3 -- Conoco Inc. Key Employee Temporary Severance Plan as
amended(7)
10.4 -- Conoco Salary Deferral & Savings Restoration Plan as
amended(7)
10.5 -- Directors' Charitable Gift Plan as amended(7)
10.6 -- 1998 Stock and Performance Incentive Plan as amended May 12,
1999(8)
10.7 -- 1998 Key Employee Stock Performance Plan as amended May 12,
1999(9)
10.8 -- Deferred Compensation Plan for Nonemployee Directors as
amended May 12, 1999(10)
10.19 -- Form Indemnity Agreement with Directors(3)
21.1 -- List of Principal Subsidiaries of the Registrant(11)
23.1 -- Consent of PricewaterhouseCoopers LLP(12)
23.2 -- Consent of Baker & Botts, L.L.P.(13)
24 -- Power of Attorney(7)
- ---------------
(1) Incorporated by reference to exhibit 3.1 filed as part of Conoco's Form
10-Q for the quarter ended September 30, 1998.
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(2) Incorporated by reference to exhibit 3.2 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(3) Incorporated by reference to the exhibit of the same number filed as part
of Conoco's Registration Statement on Form S-1, File No. 333-60119.
(4) Incorporated by reference to Exhibit 4.6 of Conoco's Registration Statement
on Form S-8, File No. 333-65977.
(5) Incorporated by Reference to Exhibit 4.1 of Conoco's Form 10-Q for the
quarter ended June 30, 1999.
(6) Incorporated by reference to exhibit 4.1 to Conoco's Registration Statement
on Form S-3, File No. 333-72291.
(7) Previously filed.
(8) Incorporated by reference to exhibit 10.2 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(9) Incorporated by reference to exhibit 10.3 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(10) Incorporated by reference to exhibit 10.1 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(11) Incorporated by reference to exhibit 21.1 filed as part of Conoco's Form
10-K for the year ended December 31, 1998.
(12) Filed herein.
(13) Contained in Exhibit 5.1.
UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant under the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act:
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission under Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
III
40
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
IV
41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on November 1, 1999.
CONOCO INC.
By: /s/ ROBERT W. GOLDMAN
------------------------------------
Name: Robert W. Goldman
Title: Senior Vice President,
Finance, and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on November 1, 1999.
SIGNATURE TITLE
--------- -----
* Chairman, President and Chief Executive Officer
- ---------------------------------------------------
Archie W. Dunham
/s/ ROBERT W. GOLDMAN Senior Vice President, Finance, and Chief Financial Officer
- --------------------------------------------------- (Principal Financial Officer)
Robert W. Goldman
* Controller (Principal Accounting Officer)
- ---------------------------------------------------
W. David Welch
* Director
- ---------------------------------------------------
Ruth R. Harkin
* Director
- ---------------------------------------------------
Frank A. McPherson
* Director
- ---------------------------------------------------
William R. Rhodes
* Director
- ---------------------------------------------------
A.R. Sanchez
* Director
- ---------------------------------------------------
Franklin A. Thomas
/s/ ROBERT W. GOLDMAN
- ---------------------------------------------------
* Robert W. Goldman
Attorney-in-fact
V
42
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
3.1 -- Second Amended and Restated Certificate of Incorporation of
Conoco Inc.(1)
3.2 -- By-laws of Conoco Inc. as amended October 28, 1999(12)
4.1 -- Specimen Certificate for shares of Class A Common Stock of
the Registrant(3)
4.2 -- Specimen Certificate for shares of Class B Common Stock of
the Registrant(3)
4.3 -- Preferred Share Purchase Rights Agreement(3)
4.4 -- Amendment to Preferred Share Purchase Rights Agreement(4)
4.5 -- Second Amendment to Preferred Share Purchase Rights
Agreement(5)
4.6 -- Indenture between Conoco and the Trustee relating to the
debt securities(6)
5.1 -- Opinion of Baker & Botts, L.L.P. regarding the legality of
the shares being registered(7)
10.1 -- Employment Agreement, dated September 23, 1999, between
Conoco and Archie W. Dunham(7)
10.2 -- Conoco Inc. Key Employee Severance Plan as amended(7)
10.3 -- Conoco Inc. Key Employee Temporary Severance Plan as
amended(7)
10.4 -- Conoco Salary Deferral & Savings Restoration Plan as
amended(7)
10.5 -- Directors' Charitable Gift Plan as amended(7)
10.6 -- 1998 Stock and Performance Incentive Plan as amended May 12,
1999(8)
10.7 -- 1998 Key Employee Stock Performance Plan as amended May 12,
1999(9)
10.8 -- Deferred Compensation Plan for Nonemployee Directors as
amended May 12, 1999(10)
10.19 -- Form Indemnity Agreement with Directors(3)
21.1 -- List of Principal Subsidiaries of the Registrant(11)
23.1 -- Consent of PricewaterhouseCoopers LLP(12)
23.2 -- Consent of Baker & Botts, L.L.P.(13)
24 -- Power of Attorney(7)
- ---------------
(1) Incorporated by reference to exhibit 3.1 filed as part of Conoco's Form
10-Q for the quarter ended September 30, 1998.
(2) Incorporated by reference to exhibit 3.2 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(3) Incorporated by reference to the exhibit of the same number filed as part
of Conoco's Registration Statement on Form S-1, File No. 333-60119.
(4) Incorporated by reference to Exhibit 4.6 of Conoco's Registration Statement
on Form S-8, File No. 333-65977.
(5) Incorporated by Reference to Exhibit 4.1 of Conoco's Form 10-Q for the
quarter ended June 30, 1999.
(6) Incorporated by reference to exhibit 4.1 to Conoco's Registration Statement
on Form S-3, File No. 333-72291.
(7) Previously filed.
(8) Incorporated by reference to exhibit 10.2 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(9) Incorporated by reference to exhibit 10.3 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(10) Incorporated by reference to exhibit 10.1 to Conoco's Form 10-Q for the
quarter ended March 31, 1999.
(11) Incorporated by reference to exhibit 21.1 filed as part of Conoco's Form
10-K for the year ended December 31, 1998.
(12) Filed herein.
(13) Contained in Exhibit 5.1.