Filed by Conoco Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Conoco Inc.
Commission File No.: 001-14521
Subject Company: Phillips
Petroleum Company
Commission File No.: 001-00720
Set forth below are questions and answers relating to the proposed merger
between Conoco Inc. and Phillips Petroleum Company that were posted on the
Conoco intranet website on January 7, 2002.
* * *
The following text contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on management's current expectations
and beliefs and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in the
following text include statements about future financial and operating results
and the proposed Conoco/Phillips merger. These statements are not guarantees
of future performance, involve certain risks, uncertainties, and assumptions
that are difficult to predict, and are based upon assumptions as to future
events that may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein.
In any forward-looking statement in which Conoco expresses an expectation
or belief as to future results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis, but there can be no
assurance that the statement or expectation or belief will result or be
achieved or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: the risk that Conoco's and Phillips' businesses
will not be integrated successfully; costs related to the proposed merger;
failure of the Conoco or Phillips stockholders to approve the proposed merger;
and other economic, business, competitive and/or regulatory factors affecting
Conoco's and Phillips' businesses generally as set forth in Conoco's and
Phillips' filings with the SEC, including their Annual Reports on Form 10-K
for the fiscal year ended 2000, especially in the Management's Discussion and
Analysis section, their most recent Quarterly Reports on Form 10-Q and their
Current Reports on Form 8-K. Conoco is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.
On December 7, 2001, in connection with the proposed Conoco/Phillips
merger, Conoco, Phillips and CorvettePorsche Corp. (which will be renamed
ConocoPhillips in connection with the proposed merger) filed a preliminary
joint proxy statement/prospectus with the Securities and Exchange Commission
(the "SEC"). In addition, Conoco, Phillips and CorvettePorsche Corp. will
prepare and file a definitive joint proxy statement/prospectus and other
documents regarding the proposed transaction with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The definitive joint proxy
statement/prospectus will be sent to stockholders of Conoco and Phillips
seeking their approval of the proposed transaction. Investors and security
holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents filed by
Conoco with the SEC at the SEC's web site at www.sec.gov. The definitive joint
proxy statement/prospectus (when it is available) and these other documents
may also be obtained for free from Conoco by calling Conoco at 281-293-6800,
and through Conoco's web site at www.conoco.com.
Conoco and its executive officers and certain other members of management
and employees may be soliciting proxies from its stockholders in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered to be participants in the solicitation of Conoco's
stockholders in connection with the proposed Conoco/Phillips merger is set
forth in Conoco's proxy statement for a special meeting of stockholders, dated
August 8, 2001 and filed with the SEC on August 3, 2001. Additional
information will be set forth in the definitive joint proxy
statement/prospectus when it is filed with the SEC.
* * *
Q -- As a result of the merger, when will workforce reductions begin, and can
employees volunteer for severance?
A -- With the exception of some high-level positions that will be named before
the merger closes, the majority of the staffing of the new company will be
completed as soon as practical following closure of the merger, which is
expected in the second half of 2002. The most qualified employees with the
necessary skills and experience from both companies will fill the positions.
Employees who wish to volunteer for termination as part of the workforce
reductions and, if applicable, for benefits under the Conoco Severance Pay
Plan may express their interest to their supervisors at the appropriate time,
which will be communicated to employees. However, decisions regarding staffing
will rest with the company.
Tom Knudson
Senior Vice President, responsible for Human Resources
Q -- When will a worldwide employee "town hall" meeting be held to talk about
the merger?
A -- The current plan is to hold a "town hall" meeting for employees of both
companies after the merger closes. At that point, we'll know much more about
how the integration of the two companies will proceed and can answer many of
the questions that are most important to employees. I want to emphasize that
merging Conoco and Phillips is a process, not an event, and information about
this process is being provided in a variety of ways. One of the most important
is face-to-face communication with supervisors. The company also will continue
to provide information through the usual communications channels, including
the Pathfinder Intranet site, Conoco World, management e-mails and other
communication vehicles.
Tom Knudson
Senior Vice President, responsible for Human Resources