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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
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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<S> <C> <C>
DELAWARE 2911 51-0370352
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(281) 293-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
R. A. HARRINGTON
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)
Copies to:
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MATTHEW J. MALLOW, ESQ. WALTER J. SMITH, ESQ. JOHN W. WHITE, ESQ.
EILEEN NUGENT SIMON, ESQ. BAKER & BOTTS, L.L.P. CRAVATH, SWAINE & MOORE
SKADDEN, ARPS, SLATE, ONE SHELL PLAZA 825 EIGHTH AVENUE
MEAGHER & FLOM LLP 910 LOUISIANA NEW YORK, NEW YORK 10019
919 THIRD AVENUE HOUSTON, TEXAS 77002 TEL: (212) 474-1000
NEW YORK, NEW YORK 10022 TEL: (713) 229-1234 FAX: (212) 474-3700
TEL: (212) 735-3000 FAX: (713) 229-1522
FAX: (212) 735-2000
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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 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 of
1933, as amended (the "Securities Act"), check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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: [X] 333-60119
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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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AGGREGATE OFFERING REGISTRATION
BEING REGISTERED PRICE(1) FEE
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Class A Common Stock, $.01 par value per share.............. $263,497,821 $77,732
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Preferred Share Purchase Rights ("Rights")(2)............... -- --
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Total....................................................... $263,497,821 $77,732
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(o) of the Securities Act.
(2) Rights initially will trade together with the Class A Common Stock. The
value attributable to the Rights, if any, will be reflected in the market
price of the Class A Common Stock.
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This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index, and relevant consents. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-1 (File No. 333-60119) of Conoco Inc. are
incorporated by reference into this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 October 22, 1998.
CONOCO INC.
By: /s/ RICK A. HARRINGTON
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Name: Rick A. Harrington
Title: Senior Vice President,
Legal, and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 22, 1998.
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SIGNATURE TITLE
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* President, Chief Executive Officer and
- ----------------------------------------------------- Director
Archie W. Dunham
* Senior Vice President, Finance, and Chief
- ----------------------------------------------------- Financial Officer (Principal Financial
Robert W. Goldman Officer and Principal Accounting Officer)
* Chairman of the Board and Director
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Edgar S. Woolard, Jr.
* Director
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Gary M. Pfeiffer
*By: /s/ RICK A. HARRINGTON
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Rick A. Harrington
Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBITS
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5.1 -- Opinion of Rick A. Harrington as to the legality of the
securities being offered
15.1 -- Awareness Letter of PricewaterhouseCoopers LLP
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of DeGolyer and MacNaughton
23.3 -- Consent of Rick A. Harrington regarding legality opinion
(included in Exhibit 5.1)
24.1 -- Powers of Attorney (Filed as Exhibit 24 to the
Registration Statement on Form S-1 of the Company (File
No. 333-60119) and incorporated herein by reference)
99.1 -- Consent of Proposed Directors
99.2 -- Consent of Solomon Associates
99.3 -- Certificate re: Wire Transfer
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<PAGE> 1
EXHIBIT 5.1
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R. A. Harrington Conoco Inc.
Sr. Vice President, Legal, and General Counsel P.O. Box 4783
Houston, Texas 77210-4783
Phone: (281) 293-1085
Fax: (281) 293-1440
October 21, 1998
Board of Directors
Conoco Inc.
600 North Dairy Ashford
Houston, TX 77079
Dear Directors:
I am Senior Vice President, Legal, and General Counsel of Conoco Inc., a
Delaware corporation formerly named Conoco Energy Company ("Conoco"). Pursuant
to Item 601 (b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act"), I am rendering this opinion in connection with the initial
public offering by Conoco of shares (the "Shares") of Conoco's Class A Common
Stock, par value $.01 per share (the "Class A Common Stock").
In connection with this opinion, I have examined, directly or indirectly
through staff or otherwise, originals or copies, certified or otherwise
identified to my satisfaction, of each of the following documents:
1. the Registration Statement on Form S-1 (File No. 333-60119) as
filed with the Securities and Exchange Commission (the "SEC")
on July 29, 1998 under the Act;
2. Amendments Nos. 1, 2, 3, 4 and 5 to the Registration
Statement on Form S-1 as filed with the SEC on August 21, 1998,
September 10, 1998, September 28, 1998, October 14, 1998, and
October 16, 1998, respectively, under the Act (such
Registration Statement on Form S-1, as so amended, being
hereinafter referred to as the "Registration Statement");
3. The Underwriting Agreement entered into among Conoco, as
U.S. issuer, and Morgan Stanley & Co. Incorporated, Credit
Suisse First Boston Corporation, Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc., Smith Barney Inc., BT Alex. Brown
Incorporated, and Schroder & Co. Inc. as representatives of the
several underwriters named therein (the "U.S. Underwriters"),
and Morgan Stanley and Co. International Limited, Credit Suisse
First Boston (Europe) Limited, Goldman Sachs International,
Merrill Lynch International Limited, J.P. Morgan Securities
Ltd., Smith Barney Inc.,
<PAGE> 2
Opinion Re Legality
October 21, 1998
Page 2
BT Alex. Brown International and J. Henry Schroder & Co.
Limited (together with the U.S. Underwriters, the
"Underwriters") filed as an exhibit to the Registration
Statement (the "Underwriting Agreement");
4. a specimen certificate representing the Class A Common Stock;
5. Conoco's Second Amended and Restated Certificate of
Incorporation as presently in effect;
6. Conoco's Amended and Restated By-Laws as presently in effect;
7. certain resolutions of Conoco's sole shareholder and the
Conoco Board of Directors relating to the adoption of the
Second Amended and Restated Certificate of Incorporation; and
8. certain resolutions of the Conoco Board of Directors and
certain resolutions (the "Resolutions") of the Pricing
Committee of the Conoco Board of Directors (the "Pricing
Committee") relating to the issuance and sale of the
Shares and related matters.
I have also examined, directly or indirectly through staff or otherwise,
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, certificates and other documents, such governmental
approvals and filings, and such questions of law, as I have considered
necessary or appropriate for the purposes of this opinion.
In giving the opinion below, I have assumed that the signatures on all
documents (other than those of Conoco, as to which I make no such assumption)
examined by me are genuine, an assumption which I have not independently
verified. I have also assumed (without investigation on my part) the legal
capacity of all natural persons, the authenticity of all documents submitted
for review as originals, the conformity to original documents of all documents
submitted for review as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of documents executed or to be executed by parties other than
Conoco, I have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and I have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof.
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Opinion Re Legality
October 21, 1998
Page 3
Based upon the foregoing it is my opinion that the issuance and sale of the
Shares will have been duly authorized, and the Shares will be legally issued,
fully paid and non-assessable when certificates representing the Shares in the
form of the specimen certificates examined by me have been manually signed by an
authorized officer of the transfer agent and registrar for the Class A Common
Stock and registered by such transfer agent and registrar, and delivered to and
paid for by the Underwriters at a price per share not less than the per share
par value of the Class A Common Stock as contemplated by the Underwriting
Agreement.
The foregoing opinion is limited to the laws of the United States and the laws
of the State of Delaware and I am expressing no opinion as to the effect of the
laws of any other jurisdiction. Further, this opinion is furnished by me for
the benefit of the addressees and is not to be made available to, nor may it be
relied upon, by any other person, firm or entity.
I hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to
the Registration Statement. In giving such consent, I do not admit that I am
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ R. A. HARRINGTON
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R. A. Harrington
Sr. Vice President, Legal, and General Counsel
<PAGE> 1
EXHIBIT NO. 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Conoco has incorporated by reference in this Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of our report dated
September 28, 1998 (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) which appear in the Registration Statement of Conoco on Form
S-1 (333-60119). In addition, we are aware that Conoco has incorporated by
reference in this registration statement on Form S-1 filed pursuant to Rule
462(b) of our report dated October 21, 1998 on the pro forma combined balance
sheet as of June 30, 1998 and the pro forma combined statements of income for
the six-month periods ended June 30, 1997 and 1998 which appear in the same
Registration Statement on Form S-1 (333-60119). We are also aware of our
responsibilities under the Securities Act of 1933.
Your very truly,
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
October 21, 1998
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of our reports dated July
24, 1998 and October 21, 1998 relating to the combined financial statements and
pro forma combined statement of income, respectively of Conoco, which appear in
the Registration Statement of Conoco on Form S-1 (333-60119). We also consent to
the incorporation by reference in this Registration Statement on Form S-1 of the
reference to us under the headings "Experts" and "Selected Historical and Pro
Forma Financial Information" included in the Registration Statement of Conoco on
Form S-1 (333-60119). However, it should be noted that PricewaterhouseCoopers
LLP has not prepared or certified such "Selected Historical and Pro Forma
Information".
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
October 21, 1998
<PAGE> 1
EXHIBIT 23.2
October 21, 1998
Conoco Inc.
600 North Dairy Ashford
Houston, Texas 77001-6651
Gentlemen:
In connection with the registration statement on Form S-1 (the October
Registration Statement), to be filed with the Securities and Exchange
Commission on or about October 22, 1998, by Conoco Inc. (Conoco), DeGolyer and
MacNaughton (the firm) hereby consents to the incorporation by reference in the
October Registration Statement as Annex A to the Prospectus contained in the
registration statement of Conoco on Form S-1 (File No. 333-60119) (the
September Registration Statement) of the firm's summary letter report dated
September 23, 1998, relating to a comparison of estimates prepared by the firm
with those furnished by Conoco of the proved oil, condensate, natural gas
liquids, and natural gas reserves, as of December 31, 1997, of certain
properties owned by Conoco. We further consent to the incorporation by
reference in the October Registration Statement of references to the firm under
the captions "PROSPECTUS SUMMARY -- Summary Reserve Data," "BUSINESS --
Upstream -- Oil and Natural Gas Reserves," and "EXPERTS" in the Prospectus
included in the September Registration Statement.
Very truly yours,
DeGOLYER and MacNAUGHTON
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EXHIBIT 99.1
CONSENT OF PROPOSED DIRECTOR
I consent to the incorporation by reference in this registration
statement on Form S-1 filed pursuant to Rule 462(b) of my consent dated August
5, 1998, which appears in the registration statement of Conoco Inc. on Form S-1
(File No. 333-60119).
/s/ RUTH R. HARKIN
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Name: Ruth R. Harkin
Date: October 21, 1998
<PAGE> 2
CONSENT OF PROPOSED DIRECTOR
I consent to the incorporation by reference in this registration
statement on Form S-1 filed pursuant to Rule 462(b) of my consent dated July 30,
1998, which appears in the registration statement of Conoco Inc. on Form S-1
(File No. 333-60119).
/s/ FRANK A. MCPHERSON
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Name: Frank A. McPherson
Date: October 21, 1998
<PAGE> 3
CONSENT OF PROPOSED DIRECTOR
I consent to the incorporation by reference in this registration
statement on Form S-1 filed pursuant to Rule 462(b) of my consent dated August
5, 1998, which appears in the registration statement of Conoco Inc. on Form S-1
(File No. 333-60119).
/s/ WILLIAM K. REILLY
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Name: William K. Reilly
Date: October 21, 1998
<PAGE> 4
CONSENT OF PROPOSED DIRECTOR
I consent to the incorporation by reference in this registration
statement on Form S-1 filed pursuant to Rule 462(b) of my consent dated August
5, 1998, which appears in the registration statement of Conoco Inc. on Form S-1
(File No. 333-60119).
/s/ WILLIAM R. RHODES
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Name: William R. Rhodes
Date: October 21, 1998
<PAGE> 5
CONSENT OF PROPOSED DIRECTOR
I consent to the incorporation by reference in this registration
statement on Form S-1 filed pursuant to Rule 462(b) of my consent dated August
5, 1998, which appears in the registration statement of Conoco Inc. on Form S-1
(File No. 333-60119).
/s/ FRANKLIN A. THOMAS
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Name: Franklin A. Thomas
Date: October 21, 1998
<PAGE> 1
EXHIBIT 99.2
[SOLOMON ASSOCIATES INC. LOGO]
CONSENT OF SOLOMON ASSOCIATES
We consent to the incorporation by reference in this registration statement of
Conoco Inc. on Form S-1 filed pursuant to Rule 462(b) on or about October 22,
1998 of our consent dated September 25, 1998 regarding the references to us
under the headings "Downstream" and "Europe-Refining" and the reference to us
as "an independent benchmarking company."
/s/ DAVID M. WOMACK
David M. Womack
Chief Operating Officer
Solomon Associates, Inc.
Dallas, Texas
October 21, 1998
<PAGE> 1
EXHIBIT NO. 99.3
CERTIFICATE
I, Rick A. Harrington, Senior Vice President, Legal, and General Counsel of
Conoco Inc., a Delaware corporation (the "Company"), hereby certify on behalf of
the Company as follows:
(1) The Company or its agent has instructed the Company's bank or a
wire transfer service to transmit to the Securities and Exchange Commission
(the "Commission") the applicable filing fee by wire transfer of such
amount from the Company's account or the Company's agent's account to the
Commission's account at Mellon Bank as soon as practicable but no later
than the close of business on October 22, 1998;
(2) Neither the Company nor its agent will revoke such instructions;
and
(3) The Company or its agent has sufficient funds in such account to
cover the amount of such filing fee.
IN WITNESS WHEREOF, I have executed this certificate as of October 21,
1998.
CONOCO INC.
By /s/ RICK A. HARRINGTON
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Name: Rick A. Harrington
Title: Senior Vice President,
Legal, and General Counsel
