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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 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. 6 to
SCHEDULE 13D
under the Securities Exchange Act of 1934
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GULF INDONESIA RESOURCES LIMITED
(Name of Subject Company (issuer))
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CONOCO CANADA RESOURCES LIMITED
CONOCO INC.
(Names of Filing Persons (offerors))
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GULF INDONESIA RESOURCES LIMITED
(Name of Filing Person (subject company in a 13e-3 transaction))
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COMMON SHARES
(Title of Class of Securities)
402284103
(CUSIP Number of Class of Securities)
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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
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July 22, 2002
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[ ] 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 [ ] issuer tender offer subject
subject to Rule 14d-1. to Rule 13e-4.
[X] going-private transaction [X] amendment to Schedule 13D
subject 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: [ ]
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CUSIP No. 402284103
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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
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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
81,609,400
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
81,609,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,609,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.7%
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14 TYPE OF REPORTING PERSON*
CO
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* See Instructions
This Amendment (this "Amendment") is Amendment Number 3 to the
Tender Offer Statement on Schedule TO initially filed on June 12, 2002 (as
amended on July 3, 2002 and July 15, 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"), relating to the offer by Conoco Canada to purchase all the
outstanding common shares, par value U.S.$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").
This Amendment also constitutes Amendment Number 6 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, July
3, 2002 and July 15, 2002.
ITEM 4. TERMS OF THE TRANSACTION; ITEM. 6. PURPOSE OF THE TRANSACTION AND
PLANS AND PROPOSAL; ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 4, Item 6, Item 8 are hereby amended by adding thereto the
following:
The initial offering period in respect of the Offer expired at
6:00 p.m., New York time, on Friday, July 19, 2002. Based upon information
provided by The Bank of New York, the depositary for the Offer (the
"Depositary"), a total of 17,959,400 Shares were tendered during the
initial offering period and not properly withdrawn. Conoco Canada has
accepted all such Shares for payment.
Conoco Canada has commenced a subsequent offering period with
respect to the Offer, which expires at 6:00 p.m. New York time on July 30,
2002 (the "Subsequent Offering Period Expiration Date"), unless extended.
During the subsequent offering period, Conoco Canada will immediately accept
for payment and promptly pay for Shares as they are tendered. Shareholders of
Gulf Indonesia who tender their Shares during the subsequent offering period
will receive the same U.S.$13.25 per Share cash consideration paid to
shareholders who tendered during the initial offering period.
Shareholders who tender their Shares during the subsequent offering
period may withdraw those Shares at any time prior to the Subsequent Offering
Period Expiration Date. Withdrawals will only be effective if the withdrawing
shareholder delivers to the Depositary, concurrently with its notice of
withdrawal, a certified check in the name of Conoco Canada in an amount equal
to the aggregate Offer price in respect of the withdrawn Shares and otherwise
follows the procedures for withdrawal set forth in Conoco Canada's Notice of
Subsequent Offering Period, which is attached hereto as Exhibit (a)(1)(N) and
incorporated herein by reference. Shareholders who tendered Shares during the
initial offering period may no longer withdraw those Shares.
ITEM 12. EXHIBITS
Item 12 is hereby amended by adding thereto the following:
(a)(1)(M) Press release issued by Conoco Canada and Gulf Indonesia, dated
July 22, 2002.
(a)(1)(N) Notice of Subsequent Offering Period, dated July 19, 2002.
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
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Name: S. L. Cornelius
Title: Vice President and Treasurer
Conoco Canada Resources Limited
by /s/ Murray E. Hesje
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Name: Murray E. Hesje
Title: Senior Vice President
SCHEDULE 13E-3/A
Gulf Indonesia Resources Limited
by /s/ Paul C. Warwick
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Name: Paul C. Warwick
Title: President and Chief Executive
Officer
Dated: July 22, 2002
Exhibit Index
Exhibit No. Description
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(a)(1)(M) Press release issued by Conoco Canada
and Gulf Indonesia, dated July 22, 2002.
(a)(1)(N) Notice of Subsequent Offering Period, dated
July 19, 2002.