==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 2 to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
and
Amendment No. 5 to
SCHEDULE 13D
under the Securities Exchange Act of 1934
----------------------
Gulf Indonesia Resources Limited
(Name of Subject Company (issuer))
----------------------
Conoco Canada Resources Limited
Conoco Inc.
(Names of Filing Persons (offerors))
----------------------
Gulf Indonesia Resources Limited
(Name of Filing Person (subject company in a 13e-3 transaction))
----------------------
Common Shares
(Title of Class of Securities)
402284103
(CUSIP Number of Class of Securities)
----------------------
Wayne C. Byers, Esq.
Senior Counsel
Conoco Inc.
600 North Dairy Ashford Road
Houston, TX 77079
(281) 293-1000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
With a copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
---------------------
July 15, 2002
----------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject [ ] issuer tender offer subject
to Rule 14d-1. to Rule 13e-4
[X] going-private transaction subject [X] amendment to Schedule 13D
to Rule 13e-3. under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
==============================================================================
CUSIP No. 402284103
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Conoco Inc.
IRS# 51-0370352
Conoco Canada Resources Limited
IRS# 98-0086499
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
BK, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Conoco Inc. - Delaware
Conoco Canada Resources Limited - Nova Scotia
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
63,650,000
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
63,650,000
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,650,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
* SEE Instructions
This Amendment (this "Amendment") amends the Tender Offer Statement
on Schedule TO initially filed on June 12, 2002 by Conoco Inc., a Delaware
corporation ("Conoco"), Conoco Canada Resources Limited, a Nova Scotia
corporation and a wholly-owned subsidiary of Conoco ("Conoco Canada"), and
Gulf Indonesia Resources Limited, a New Brunswick corporation ("Gulf
Indonesia"), as amended on July 3, 2002, relating to the offer by Conoco
Canada to purchase all the outstanding common shares, par value $0.01 per
share (the "Shares"), of Gulf Indonesia not owned by Conoco Canada, at a
purchase price of U.S.$13.25 per Share, net to the seller in cash, without
interest thereon (the "Offer"). The Offer is subject to the terms and
conditions set forth in the Offer to Purchase dated June 12, 2002, as amended
on July 3, 2002 (the "Offer to Purchase"), and the related Letter of
Transmittal. This Amendment also constitutes Amendment Number 5 to the
Schedule 13D of Conoco and Conoco Canada filed with the Securities and
Exchange Commission on July 26, 2001, as amended on May 28, 2002, June 10,
2002, June 12, 2002 and July 3, 2002.
Item 13. Information Required by Schedule 13E-3
(a) The information set forth under "SPECIAL FACTORS - Fairness of
the Offer - The Independent Committee" in the Offer to Purchase is hereby
supplemented and amended by adding the following as a bullet point:
"o The Valuation of RBC and the valuation procedures performed by
RBC in connection with the Valuation, including, without
limitation, the net asset value and precedent transaction
analyses performed by RBC."
(b) The information set forth under "SPECIAL FACTORS - Position of
Conoco and Conoco Canada Regarding Fairness of the Offer" is hereby
supplemented and amended as follows:
The first paragraph is amended by adding the following as a bullet
point:
"o The valuation procedures performed by RBC in connection with
the Valuation, including, without limitation, the net asset
value and precedent transaction analyses performed by RBC."
The second paragraph is amended and restated to read as follows:
"Conoco and Conoco Canada did not consider the liquidation of
Gulf Indonesia's assets to be a viable course of action based on
Conoco's desire to retain its shareholding in Gulf Indonesia.
Therefore, no appraisal of liquidation value was taken into account
in the above analysis. In addition, in making their determination as
to fairness, Conoco and Conoco Canada did not take into account the
condition to the Offer that it be accepted by a majority of Gulf
Indonesia shareholders not affiliated with Conoco Canada, as this
condition is not a financial metric relevant to the financial
evaluation of the Offer."
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SCHEDULE TO/A, SCHEDULE 13D/A and
SCHEDULE 13E-3/A
Conoco Inc.
by /s/ S. L. Cornelius
-----------------------------------
Name: S. L. Cornelius
Title: Vice President and Treasurer
Conoco Canada Resources Limited
by /s/ M. E. Hesje
-----------------------------------
Name: M. E. Hesje
Title: Senior Vice President
SCHEDULE 13E-3/A
Gulf Indonesia Resources Limited
by /s/ Paul Warwick
-------------------------------
Name: Paul Warwick
Title: Chief Executive Officer
Dated: July 15, 2002