<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1999
REGISTRATION NO. 333-72291
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993
------------------------
CONOCO INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 600 NORTH DAIRY ASHFORD 51-0370352
(State of incorporation) HOUSTON, TEXAS 77079 (I.R.S. Employer
(281) 293-1000 Identification No.)
(Address, including zip code, and
telephone number, including area
code,
of registrant's principal
executive offices)
</TABLE>
R. A. HARRINGTON
SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(281) 293-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
WALTER J. SMITH JOHN W. WHITE
J. DAVID KIRKLAND, JR. CRAVATH, SWAINE & MOORE
BAKER & BOTTS, L.L.P. 825 EIGHTH AVENUE
3000 ONE SHELL PLAZA NEW YORK, NEW YORK 10019
910 LOUISIANA (212) 474-1000
HOUSTON, TEXAS 77002-4995
(713) 229-1234
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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 of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities(2)........................................ $4,000,000,000 $1,112,000(3)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act. In no event will the
aggregate initial offering price of all Debt Securities issued from time to
time pursuant to this Registration Statement exceed $4,000,000,000 or the
equivalent thereof in foreign currencies, foreign currency units or
composite currencies. If any Debt Securities are issued at an original issue
discount, then the offering price shall be in such greater principal amount
as shall result in an aggregate initial offering price of up to
$4,000,000,000 or the equivalent thereof in foreign currencies, foreign
currency units or composite currencies, less the dollar amount of any Debt
Securities previously issued hereunder.
(2) There is also being registered hereunder an indeterminate principal amount
of Debt Securities as may be issuable upon conversion, redemption, exchange
or exercise of the Debt Securities registered hereunder, including any
applicable antidilution provisions.
(3) A filing fee of $278,000 has previously been paid. The Registrant is
registering an additional $3,000,000,000 aggregate initial offering price of
Debt Securities, and an additional fee of $834,000 is being paid herewith.
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, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 23, 1999
PROSPECTUS
LOGO
CONOCO INC.
600 North Dairy Ashford
Houston, Texas 77079
(281) 293-1000
$4,000,000,000
DEBT SECURITIES
-----------------------------------------------------------------------
We will provide the specific terms of the securities in supplements to this
prospectus.
You should read this prospectus and any supplement carefully before you invest.
-----------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
Forward-Looking Information................................. 4
About Conoco................................................ 4
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 5
Plan of Distribution........................................ 14
Legal Opinions.............................................. 15
Experts..................................................... 15
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Using this process, we may offer the securities described in this prospectus in
one or more offerings with a total initial offering price of up to
$4,000,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we offer securities, we will provide a
prospectus supplement and, if applicable, a pricing supplement. The prospectus
supplement and any pricing supplement will describe the specific terms of that
offering. The prospectus supplement and any pricing supplement may also add,
update or change the information contained in this prospectus. Please carefully
read this prospectus, the prospectus supplement and any pricing supplement, in
addition to the information contained in the documents we refer to under the
heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file 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 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://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 Web site at
http://www.conoco.com.
This prospectus is part of a registration statement we have filed with the
SEC relating to the debt securities. 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 debt securities. The registration statement,
exhibits and schedules are available at the SEC's Public Reference Room or
through its Web site.
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 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
2
<PAGE> 4
15(d) of the Securities Exchange Act of 1934 until we sell all the debt
securities. 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 current report on Form 8-K as filed with the SEC on March 23, 1999
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.
600 North Dairy Ashford
Houston, Texas 77079
Attention: Capital Markets
Telephone: (281) 293-2648
YOU SHOULD RELY ONLY ON THE INFORMATION WE HAVE PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANY PERSON (INCLUDING ANY SALESMAN OR BROKER) TO PROVIDE INFORMATION
OTHER THAN THAT PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENT.
3
<PAGE> 5
FORWARD-LOOKING INFORMATION
This prospectus, including the information we incorporate by reference,
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
You can identify our forward-looking statements by the words "expects,"
"intends," "plans," "projects," "believes," "estimates" and similar expressions.
We have based the forward-looking statements relating to our operations on
our current expectations, estimates and projections about us and the petroleum
industry in general. We caution you that these statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that we
cannot predict. In addition, we have based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
Accordingly, our actual outcomes and results may differ materially from what we
have expressed or forecast in the forward-looking statements. Any differences
could result from a variety of factors, including the following:
- fluctuations in crude oil and natural gas prices and refining and
marketing margins
- failure or delays in achieving expected production from oil and gas
development projects
- uncertainties inherent in predicting oil and gas reserves and oil
and gas reservoir performance
- lack of exploration success
- disruption or interruption of our production facilities due to
accidents or political events
- international monetary conditions and exchange controls
- liability for remedial actions under environmental regulations
- disruption to our operations due to untimely or incomplete
resolution of Year 2000 issues
by us or other entities
- liability resulting from litigation
- world economic and political conditions
- changes in tax and other laws applicable to our business
ABOUT CONOCO
Conoco Inc. is a major, integrated, international energy company operating
in 40 countries worldwide. We were founded in 1875 and are involved in both the
"Upstream" and "Downstream" segments of the petroleum business. Upstream
activities include exploring for and developing, producing and selling crude
oil, natural gas and natural gas liquids. Downstream activities include refining
crude oil and other feedstocks into petroleum products, buying and selling crude
oil and refined products and transporting, distributing and marketing petroleum
products.
In this prospectus, we refer to Conoco Inc., its wholly owned and majority
owned subsidiaries and its ownership interest in equity affiliates as "we,"
unless the context clearly indicates otherwise. Our ownership interest in equity
affiliates includes corporate entities, partnerships, limited liability
companies and other ventures in which we exert significant influence by virtue
of our ownership interest, typically between 20 and 50 percent.
4
<PAGE> 6
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we will use
the net proceeds from the sale of the offered securities for general corporate
purposes. These purposes may include repayment and refinancing of debt
(including debt owed to E. I. du Pont de Nemours and Company), acquisitions,
working capital, capital expenditures and repurchases and redemptions of
securities. Pending any specific application, we may initially invest funds in
short-term marketable securities or apply them to the reduction of short-term
indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods shown is as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1998 1997 1996 1995 1994
---- ----- ----- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........................ 3.2x 12.9x 11.6x 7.3x 7.3x
Ratio of earnings before special items to fixed charges... 4.6x 12.4x 11.5x 7.7x 8.0x
</TABLE>
We have computed the ratios of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of income before
income taxes and extraordinary items and fixed charges. "Fixed charges" consist
of interest expense, capitalized interest, amortization of debt expense and that
portion of annual rental expense we have deemed to represent the interest
factor.
For the ratio of earnings before special items to fixed charges, we have
excluded special items from the computation of earnings. Special items are
material nonrecurring items and generally consist of asset sales, property
impairments, tax rate changes, employee separation costs, inventory write-downs,
environmental insurance litigation recoveries, environmental litigation charges
and, in 1998, stock option provision. For more information about our special
items, please read "Results of Operations -- Special Items" beginning on page 45
in Item 7 of our annual report on Form 10-K for the year ended December 31,
1998, as amended on March 12, 1999.
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our general
unsecured obligations. The debt securities will be issued under an indenture
between us and a trustee that we will name in the prospectus supplement.
We have summarized selected provisions of the indenture and the debt
securities below. This summary is not complete. We have filed the form of the
indenture with the SEC as an exhibit to the registration statement, and you
should read the indenture for provisions that may be important to you.
In this summary description of the debt securities, all references to us
mean Conoco Inc. only, unless we state otherwise or the context clearly
indicates otherwise.
GENERAL
The debt securities will constitute senior debt and will rank equally with
all of our unsecured and unsubordinated debt. The indenture does not limit the
amount of debt that we may issue under the indenture, nor does it limit the
amount of other unsecured debt or securities that we may issue. We may issue
debt securities under the indenture from time to time in one or more series,
each in an amount we authorize prior to issuance.
We currently conduct substantially all our operations through our
subsidiaries, and our subsidiaries generate substantially all our operating
income and cash flow. As a result, distributions or advances from our
subsidiaries are the principal source of funds necessary to meet our debt
service obligations. Contractual provisions or laws, as well as our
subsidiaries' financial condition and operating requirements,
5
<PAGE> 7
may limit our ability to obtain cash from our subsidiaries that we require to
pay our debt service obligations, including payments on the debt securities. In
addition, holders of the debt securities will have a junior position to the
claims of creditors of our subsidiaries on their assets and earnings.
Other than the restrictions on liens and sale/leaseback transactions
described below, the indenture and the debt securities do not contain any
covenants or other provisions designed to protect holders of the debt securities
in the event we participate in a highly leveraged transaction. The indenture and
the debt securities also do not contain provisions that give holders of the debt
securities the right to require us to repurchase their securities in the event
of a decline in our credit ratings resulting from a takeover, recapitalization
or similar restructuring or otherwise.
The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- The title of the debt securities
- The total principal amount of the debt securities
- Whether we will issue the debt securities in individual certificates
to each holder or in the form of temporary or permanent global
securities held by a depository on behalf of holders
- The date or dates on which the principal of and any premium on the
debt securities will be payable
- Any interest rate, the date from which interest will accrue,
interest payment dates and record dates for interest payments
- Whether and under what circumstances any additional amounts with
respect to the debt securities will be payable
- The place or places where payments on the debt securities will be
payable
- Any provisions for optional redemption or early repayment
- Any provisions that would obligate us to redeem, purchase or repay
debt securities
- The denominations in which we will issue the debt securities
- Whether payments on the debt securities will be payable in foreign
currency or currency units or another form and whether payments will
be payable by reference to any index or formula
- The portion of the principal amount of debt securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount
- Any additional means of defeasance of the debt securities, any
additional conditions or limitations to defeasance of the debt
securities or any changes to those conditions or limitations
- Any changes or additions to the events of default or covenants
described in this prospectus
- Any restrictions or other provisions relating to the transfer or
exchange of debt securities
- Any terms for the conversion or exchange of the debt securities for
other securities of us or any other entity
We may sell the debt securities at a discount (which may be substantial)
below their stated principal amount. These debt securities may bear no interest
or interest at a rate that at the time of issuance is below market rates. We
will describe in the prospectus supplement any material United States federal
income tax consequences and other special considerations.
If we sell any of the debt securities for any foreign currency or currency
unit or if payments on the debt securities are payable in any foreign currency
or currency unit, we will describe in the prospectus
6
<PAGE> 8
supplement the restrictions, elections, tax consequences, specific terms and
other information relating to those debt securities and the foreign currency or
currency unit.
RESTRICTIVE COVENANTS
We have agreed to two principal restrictions on our activities for the
benefit of holders of the debt securities. The restrictive covenants summarized
below will apply to a series of debt securities (unless waived or amended) as
long as any of those debt securities are outstanding, unless the prospectus
supplement for the series states otherwise. We have used in this summary
description capitalized terms that we have defined below under "-- Glossary." In
this description of the covenants only, all references to us mean Conoco Inc.
and its principal domestic subsidiaries, unless the context clearly indicates
otherwise. Our principal domestic subsidiaries are those that have substantially
all their assets in the United States and that own a Principal Property.
Limitation on Liens
We have agreed that we will issue, assume or guarantee debt for borrowed
money secured by a lien upon a Principal Property or shares of stock or debt of
any of our principal domestic subsidiaries only if we secure the debt securities
equally and ratably with or prior to the debt secured by that lien. If we so
secure the debt securities, we have the option to secure any of our other debt
or obligations equally and ratably with or prior to the debt secured by the lien
and, accordingly, equally and ratably with the debt securities. This covenant
has exceptions that permit:
(a) Liens existing on the date we first issue a series of debt
securities
(b) Liens on the property, assets, stock, equity or debt of any entity
existing at the time we acquire that entity or its property or at the time
the entity becomes a principal domestic subsidiary
(c) Liens on assets either:
- existing at the time we acquire the assets
- securing all or part of the cost of acquiring, constructing,
improving, developing or expanding the assets or
- securing debt to finance the purchase price of the assets or
the cost of constructing, improving, developing or expanding
the assets that was incurred before, at or within 12 months
after the acquisition or completion of the assets or their
commencing commercial operation
(d) Liens on specific assets to secure debt incurred to provide funds
for the cost of exploration, drilling or development of those assets
(e) Intercompany liens in favor of us
(f) Liens securing industrial development, pollution control or other
revenue bonds of a domestic government entity
(g) Statutory or other liens arising in the ordinary course of our
business and relating to amounts that are not yet delinquent or that we are
contesting in good faith
(h) Any extensions, substitutions, replacements or renewals of the
above-described liens or any debt secured by these liens if both
- the new lien is limited to the property (plus any
improvements) secured by the original lien and
- the amount of debt secured by the new lien and not otherwise
permitted does not materially exceed the amount of debt
refinanced plus any costs incurred to refinance the debt
7
<PAGE> 9
In addition, without securing the debt securities as described above, we
may issue, assume or guarantee debt that this covenant would otherwise restrict
in a total principal amount that, when added to all of our other outstanding
debt that this covenant would otherwise restrict and the total amount of
Attributable Debt outstanding for Sale/Leaseback Transactions, does not exceed a
"basket" equal to 10% of Consolidated Net Tangible Assets. When calculating this
total principal amount, we exclude from the calculation Attributable Debt from
Sale/Leaseback Transactions in connection with which we have purchased property
or retired or defeased debt as described in clause (b) below under "Limitation
on Sale/Leaseback Transactions."
For these purposes, "debt" includes all notes, bonds, debentures or similar
evidences of debt for money borrowed. The following types of transactions do not
create "debt" secured by "liens" within the meaning of this covenant:
(a) The sale or other transfer of either:
- oil, gas or other minerals in place for a period of time until, or
in an amount such that, the purchaser will realize from those
minerals a specified amount of money or a specified amount of those
minerals or
- any other interest in property commonly referred to as a
"production payment"
(b) The mortgage or pledge of our property in favor of the United
States, any state of the United States or any department, agency or
instrumentality of either, to secure payments under any contract or statute
Limitation on Sale/Leaseback Transactions
We have agreed that we will enter into a Sale/Leaseback Transaction only if
at least one of the following applies:
(a) We could incur debt in a principal amount equal to the
Attributable Debt for that Sale/ Leaseback Transaction and, without
violating the "Limitation on Liens" covenant, could secure that debt by a
lien on the property to be leased without equally and ratably securing the
debt securities.
(b) Within the period beginning six months before the closing of the
Sale/Leaseback Transaction and ending six months after the closing, we
apply the net proceeds of the Sale/Leaseback Transaction either:
- to the voluntary defeasance or retirement of any debt
securities or Funded Debt or
- to the acquisition, exploration, drilling, development,
construction, improvement or expansion of one or more Principal
Properties
Any amount of the net proceeds we do not apply for these purposes will be
subject to the limitation described in (a). For purposes of these
calculations, the net proceeds of the Sale/Leaseback Transaction means the
net proceeds of the sale or transfer of the property leased in the Sale/
Leaseback Transaction (or, if greater, the fair value of that property at
the time of the Sale/ Leaseback Transaction as determined by our board of
directors) adjusted to reflect the remaining term of the lease.
Glossary
"Attributable Debt" means the present value of the rental payments during
the remaining term of the lease included in the Sale/Leaseback Transaction. To
determine that present value, we use a discount rate equal to the lease rate of
the Sale/Leaseback Transaction. For these purposes, rental payments do not
include any amounts we are required to pay for taxes, maintenance, repairs,
insurance, assessments, utilities, operating and labor costs and other items
that do not constitute payments for property rights. In the case of any lease
that we may terminate by paying a penalty, if the net amount would be reduced if
8
<PAGE> 10
we terminated the lease on the first date that it could be terminated, then this
lower net amount will be used.
"Consolidated Net Tangible Assets" means the total amount of assets (after
deducting applicable accumulated depreciation, depletion and amortization and
other reserves and other properly deductible items) less
- all current liabilities (excluding liabilities that are extendable
or renewable at our option to a date more than 12 months after the
date of calculation and excluding current maturities of long-term
debt) and
- all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangible assets
We will calculate our Consolidated Net Tangible Assets based on our most recent
quarterly balance sheet.
The term "debt" means all notes, bonds, debentures or similar evidences of
debt for money borrowed.
"Funded Debt" means all debt that matures on or is renewable to a date more
than one year after the date the debt is incurred.
"Principal domestic subsidiary" means a subsidiary that has substantially
all its assets in the United States and that owns a Principal Property.
"Principal Property" means any oil or gas producing property located
onshore or offshore of the United States or any refinery or manufacturing plant
located in the United States. This term excludes any property, refinery or plant
that in our Board's opinion is not materially important to the total business
conducted by us and our consolidated subsidiaries. This term also excludes any
transportation or marketing facilities or assets.
"Sale/Leaseback Transaction" means any arrangement with anyone under which
we lease any Principal Property that we have or will sell or transfer to that
person. This term excludes the following:
- temporary leases for a term of not more than three years
- intercompany leases between us and one of our subsidiaries or
between two or more of our subsidiaries
- leases of a Principal Property executed by the time of or within 12
months after the acquisition, the completion of construction or
improvement, or the commencement of commercial operation of the
Principal Property
- arrangements under any provision of law with an effect similar to
the former Section 168(f)(8) of the Internal Revenue Code of 1954
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indenture generally permits a consolidation or merger between us and
another entity. It also permits the sale by us of all or substantially all of
our assets. We have agreed, however, that we will consolidate with or merge into
any entity or transfer or dispose of all or substantially all of our assets to
any entity only if:
- we are the continuing corporation or
- if we are not the continuing corporation, the resulting entity is
organized and existing under the laws of any United States
jurisdiction and assumes the due and punctual payments on the debt
securities and the performance of our covenants and obligations
under the indenture and the debt securities and
- in either case, immediately after giving effect to the transaction,
no default or event of default would occur and be continuing or
would result from the transaction
9
<PAGE> 11
EVENTS OF DEFAULT
Unless we inform you otherwise in the prospectus supplement, the following
are events of default with respect to a series of debt securities:
- our failure to pay interest on that series of debt securities for 30 days
- our failure to pay principal of or any premium on that series of debt
securities when due
- our failure to redeem, purchase or repay debt securities of that
series
- our failure to comply with any of our covenants or agreements in
that series of debt securities or the indenture (other than an
agreement or covenant that we have included in the indenture solely
for the benefit of other series of debt securities) for 90 days
after written notice by the trustee or by the holders of at least
25% in principal amount of all outstanding debt securities affected
by that failure
- certain events involving bankruptcy, insolvency or reorganization of
Conoco Inc.
- any other event of default provided for that series of debt
securities
A default under one series of debt securities will not necessarily be a
default under another series. The trustee may withhold notice to the holders of
the debt securities of any default or event of default (except in any payment on
the debt securities) if the trustee considers it in the interest of the holders
of the debt securities to do so.
If an event of default for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of the series affected by the default (or, in
some cases, 25% in principal amount of all debt securities affected, voting as
one class) may require us to pay the principal of and all accrued and unpaid
interest on those debt securities. If an event of default relating to certain
events of bankruptcy, insolvency or reorganization occurs, the principal of and
interest on all the debt securities will become immediately due and payable
without any action on the part of the trustee or any holder. The holders of a
majority in principal amount of the outstanding debt securities of the series
affected by the default (or of all debt securities affected, voting as one
class) may in some cases rescind this accelerated payment requirement.
A holder of a debt security of any series may pursue any remedy under the
indenture only if:
- the holder gives the trustee written notice of a continuing event of
default for that series
- the holders of at least 25% in principal amount of the outstanding
debt securities of that series make a written request to the trustee
to pursue the remedy
- the holder offers to the trustee indemnity reasonably satisfactory
to the trustee
- the trustee fails to act for a period of 60 days after receipt of
notice and offer of indemnity and
- during that 60-day period, the holders of a majority in principal
amount of the debt securities of that series do not give the trustee
a direction inconsistent with the request
This provision does not, however, affect the right of a holder of a debt
security to sue for enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the outstanding
debt securities of a series (or of all debt securities affected, voting as one
class) may direct the time, method and place of
- conducting any proceeding for any remedy available to the trustee
- exercising any trust or power conferred on the trustee not relating
to or arising under an event of default
10
<PAGE> 12
The indenture requires us to file each year with the trustee a written
statement as to our compliance with the covenants contained in the indenture.
MODIFICATION AND WAIVER
We may amend or supplement the indenture if the holders of a majority in
principal amount of the outstanding debt securities of all series affected by
the amendment or supplement (acting as one class) consent to it. Without the
consent of the holder of each debt security affected, however, no modification
may:
- reduce the amount of debt securities whose holders must consent to
an amendment, supplement or waiver
- reduce the rate of or change the time for payment of interest on the
debt security
- reduce the principal of the debt security or change its stated
maturity
- reduce any premium payable on the redemption of the debt security or
change the time at which the debt security may or must be redeemed
- change any obligation to pay additional amounts on the debt security
- make payments on the debt security payable in currency other than as
originally stated in the debt security
- impair the holder's right to institute suit for the enforcement of
any payment on the debt security
- make any change in the percentage of principal amount of debt
securities necessary to waive compliance with certain provisions of
the indenture or to make any change in this provision for
modification
- waive a continuing default or event of default regarding any payment
on the debt securities
We may amend or supplement the indenture or waive any provision of it
without the consent of any holders of debt securities in certain circumstances,
including
- to cure any ambiguity, omission, defect or inconsistency
- to provide for the assumption of our obligations under the indenture
by a successor upon any merger, consolidation or asset transfer
- to provide for uncertificated debt securities in addition to or in
place of certificated debt securities or to provide for bearer debt
securities
- to provide any security for or guarantees of any series of debt
securities
- to comply with any requirement to effect or maintain the
qualification of the indenture under the Trust Indenture Act of 1939
- to add covenants that would benefit the holders of any debt
securities or to surrender any rights we have under the indenture
- to add events of default with respect to any debt securities
- to make any change that does not adversely affect any outstanding
debt securities of any series in any material respect
The holders of a majority in principal amount of the outstanding debt
securities of any series (or of all debt securities affected, voting as one
class) may waive any existing or past default or event of default with respect
to those debt securities. Those holders may not, however, waive any default or
event of
11
<PAGE> 13
default in any payment on any debt security or compliance with a provision that
cannot be amended or supplemented without the consent of each holder affected.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee funds or
government securities sufficient to make payments on the debt securities of a
series on the dates those payments are due and payable, then, at our option,
either of the following will occur:
- we will be discharged from our obligations with respect to the debt
securities of that series ("legal defeasance") or
- we will no longer have any obligation to comply with the restrictive
covenants under the indenture, and the related events of default
will no longer apply to us ("covenant defeasance")
If we defease a series of debt securities, the holders of the debt
securities of the series affected will not be entitled to the benefits of the
indenture, except for our obligations to register the transfer or exchange of
debt securities, replace stolen, lost or mutilated debt securities or maintain
paying agencies and hold moneys for payment in trust. In the case of covenant
defeasance, our obligation to pay principal, premium and interest on the debt
securities will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be
required to deliver to the trustee an opinion of counsel that the deposit and
related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for federal income tax purposes. If we elect
legal defeasance, that opinion of counsel must be based upon a ruling from the
United States Internal Revenue Service or a change in law to that effect.
GOVERNING LAW
New York law will govern the indenture and the debt securities.
TRUSTEE
If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent man in the conduct of
his own affairs. The trustee will become obligated to exercise any of its powers
under the indenture at the request of any of the holders of any debt securities
only after those holders have offered the trustee indemnity reasonably
satisfactory to it.
The indenture contains limitations on the right of the trustee, if it
becomes one of our creditors, to obtain payment of claims or to realize on
certain property received for any such claim, as security or otherwise. The
trustee is permitted to engage in other transactions with us. If, however, it
acquires any conflicting interest, it must eliminate that conflict or resign.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
We will issue the debt securities in registered form, without interest
coupons. We will not charge a service charge for any registration of transfer or
exchange of the debt securities. We may, however, require the payment of any tax
or other governmental charge payable for that registration.
Debt securities of any series will be exchangeable for other debt
securities of the same series, the same total principal amount and the same
terms but in different authorized denominations in accordance with the
indenture. Holders may present debt securities for registration of transfer at
the office of the security registrar or any transfer agent we designate. The
security registrar or transfer agent will effect the transfer or exchange when
it is satisfied with the documents of title and identity of the person making
the request.
12
<PAGE> 14
We have appointed the trustee as security registrar for the debt
securities. If a prospectus supplement refers to any transfer agents initially
designated by us, we may at any time rescind that designation or approve a
change in the location through which any transfer agent acts. We are required to
maintain an office or agency for transfers and exchanges in each place of
payment. We may at any time designate additional transfer agents for any series
of debt securities.
In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any debt
security either:
- during a period beginning 15 business days prior to the mailing of
the relevant notice of redemption and ending on the close of
business on the day of mailing of such notice or
- if we have called the debt security for redemption in whole or in
part, except the unredeemed portion of any debt security being
redeemed in part
PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in a prospectus supplement, payments on the
debt securities will be made in U.S. dollars at the office of the trustee. At
our option, however, we may make payments by check mailed to the holder's
registered address or, with respect to global debt securities, by wire transfer.
Unless we inform you otherwise in a prospectus supplement, we will make interest
payments to the person in whose name the debt security is registered at the
close of business on the record date for the interest payment.
Unless we inform you otherwise in a prospectus supplement, the trustee will
be designated as our paying agent for payments on debt securities issued under
the indenture. We may at any time designate additional paying agents or rescind
the designation of any paying agent or approve a change in the office through
which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws, the
trustee and paying agent shall pay to us upon written request any money held by
them for payments on the debt securities that remain unclaimed for two years
after the date upon which that payment has become due. After payment to us,
holders entitled to the money must look to us for payment. In that case, all
liability of the trustee or paying agent with respect to that money will cease.
BOOK-ENTRY DEBT SECURITIES
We may issue the debt securities of a series in the form of one or more
global debt securities that would be deposited with a depositary or its nominee
identified in the prospectus supplement. We may issue global debt securities in
either temporary or permanent form. We will describe in the prospectus
supplement the terms of any depositary arrangement and the rights and
limitations of owners of beneficial interests in any global debt security.
13
<PAGE> 15
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States (a)
through underwriters or dealers, (b) directly to purchasers or (c) through
agents. The prospectus supplement will include the following information:
- the terms of the offering
- the names of any underwriters or agents
- the purchase price of the securities from us
- the net proceeds to us from the sale of the securities
- any delayed delivery arrangements
- any underwriting discounts and other items constituting underwriters'
compensation
- any initial public offering price
- any discounts or concessions allowed or reallowed or paid to dealers.
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the offered securities sold for
their account may be reclaimed by the syndicate if such offered securities are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
offered securities, which may be higher than the price that might otherwise
prevail in the open market. If commenced, these activities may be discontinued
at any time.
If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.
14
<PAGE> 16
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
LEGAL OPINIONS
R. A. Harrington, our Senior Vice President, Legal, and General Counsel, or
another of our lawyers, or Baker & Botts, L.L.P., Houston, Texas, our outside
counsel, will issue an opinion about the legality of the offered securities for
us. Any underwriters will be advised about other issues relating to any offering
by their own legal counsel.
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.
15
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses payable by Conoco Inc. (the
"Company") in connection with the issuance and distribution of the securities
being registered. All the amounts shown are estimates, except the registration
fee.
<TABLE>
<S> <C>
Registration Fee............................................ $1,112,000
Printing and Engraving Expenses............................. 50,000
Legal Fees and Expenses..................................... 100,000
Accounting Fees and Expenses................................ 75,000
Fees and Expenses of Trustee and Counsel.................... 5,000
Rating Agency Fees.......................................... 500,000
Miscellaneous Expenses...................................... 58,000
----------
Total............................................. $1,900,000
==========
</TABLE>
ITEM 15. 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 requires 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 personably liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article 5E(2) of the Company's Certificate of Incorporation provides that
no director shall be personally liable to the Company or any of its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to section
174 of the Delaware General Corporation Law or (iv) 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 Company for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal. The
Company's By-laws provide for indemnification of directors and officers to the
maximum extent permitted by Delaware law.
II-1
<PAGE> 18
The Company has entered into indemnification agreements with each of its
directors (collectively, "Indemnitees"). Such agreements provide that, to the
fullest extent permitted by applicable law, the Company shall indemnify and hold
each Indemnitee harmless from and against any and all losses and expenses
whatsoever (i) arising out of any event or occurrence related to the fact that
such Indemnitee is or was a director or officer of the Company, is or was
serving in another capacity with the Company, or by reason of anything done or
not done by such Indemnitee in such capacity and (ii) incurred in connection
with any threatened, pending or completed legal proceeding.
ITEM 16. EXHIBITS.*
<TABLE>
<C> <S>
**4.1 -- Form of Indenture between the Company and the Trustee
relating to the debt securities.
5.1 -- Opinion of Baker & Botts, L.L.P. with respect to legality
of debt securities offered hereby.
**12.1 -- Computation of ratio of earnings to fixed charges.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Baker & Botts, L.L.P. (contained in Exhibit
5.1).
**24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement).
</TABLE>
- ------------------------
* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement relating to debt securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, (iii) any required
opinion of counsel to the Company as to certain tax matters relative to debt
securities offered hereby and (iv) the Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939, as amended, of the
Trustee.
** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 pursuant to Rule 424(b) of the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) 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;
II-2
<PAGE> 19
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
reasonably believes that the security-rating requirement pursuant to Transaction
Requirement B.2 will be met by the time of sale of the securities registered
hereby and 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 March 23, 1999.
CONOCO INC.
By: /s/ Robert W. Goldman
------------------------------------
Robert W. Goldman
Senior Vice President, Finance, and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MARCH 23, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* President, Chief Executive Officer and
- ----------------------------------------------------- Director
Archie W. Dunham
/s/ Robert W. Goldman Senior Vice President, Finance, and Chief
- ----------------------------------------------------- Financial Officer
Robert W. Goldman
* Controller
- -----------------------------------------------------
W. David Welch
* Chairman of the Board and Director
- -----------------------------------------------------
Edgar S. Woolard, Jr.
* Director
- -----------------------------------------------------
Ruth R. Harkin
* Director
- -----------------------------------------------------
Frank A. McPherson
* Director
- -----------------------------------------------------
Gary M. Pfeiffer
* Director
- -----------------------------------------------------
William K. Reilly
Director
- -----------------------------------------------------
William R. Rhodes
* Director
- -----------------------------------------------------
Franklin A. Thomas
*By: /s/ Robert W. Goldman
- ----------------------------------------------------
Robert W. Goldman
Attorney-in-fact
</TABLE>
II-4
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*4.1 -- Form of Indenture between the Company and the Trustee
relating to the debt securities
5.1 -- Opinion of Baker & Botts, L.L.P. with respect to legality
of debt securities offered hereby
*12.1 -- Computation of ratio of earnings to fixed charges
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Baker & Botts, L.L.P. (contained in Exhibit
5.1)
*24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement)
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 5.1
[BAKER & BOTTS, L.L.P. LETTERHEAD]
March 23, 1999
Conoco Inc.
600 North Dairy Ashford
Houston, Texas 77079
Gentlemen:
As set forth in the Registration Statement on Form S-3 (Registration
No. 333-72291), as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") by Conoco Inc., a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Act"), relating to unsecured debt securities of the Company (the "Securities")
to be issued and sold by the Company from time to time pursuant to Rule 415
under the Act for an aggregate initial offering price not to exceed
$4,000,000,000, certain legal matters in connection with the Securities are
being passed upon for you by us.
In our capacity as your counsel in the connection referred to above, we
have examined (i) the Second Amended and Restated Certificate of Incorporation
of the Company and the By-Laws of the Company, each as amended to date
(together, the "Charter Documents"), (ii) the form of the Indenture filed as
Exhibit 4.1 to the Registration Statement to be executed by the Company and the
trustee thereunder (the "Indenture"), pursuant to which the Securities may be
issued, and (iii) the originals, or copies certified or otherwise identified, of
corporate records of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents as
a basis for the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective; (ii) a prospectus supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate prospectus supplement; (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; and (v) any securities
issuable upon conversion, redemption, exchange or exercise of any Securities
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, redemption, exchange or exercise.
<PAGE> 2
Conoco Inc. -2- March 23, 1999
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. When (i) the Indenture has been validly executed and delivered by
the Company to the trustee; (ii) the Indenture has been duly qualified
under the Trust Indenture Act of 1939, as amended; (iii) the Board of
Directors of the Company or, to the extent permitted by the General
Corporation Law of the State of Delaware and the Company's Charter
Documents, a duly constituted and acting committee thereof (such Board of
Directors or committee being hereinafter referred to as the "Board") has
taken all necessary corporate action to approve and establish the terms of
the Securities, to approve the issuance thereof and the terms of the
offering thereof and related matters; and (iv) such Securities have been
duly executed, authenticated, issued and delivered in accordance with both
the provisions of the Indenture and either (a) the provisions of the
applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for
therein or (b) upon conversion, redemption, exchange or exercise of any
other Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such conversion,
redemption, exchange or exercise as approved by the Board, for the
consideration approved by the Board, such Securities will constitute legal,
valid and binding obligations of the Company, enforceable against the
Company, except as the enforceability thereof is subject to the effect of
(i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our Firm
under the heading "Legal Opinions" in the prospectus forming a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
BAKER & BOTTS, L.L.P.
JDK/KBR
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 2 to Registration Statement on Form S-3
(No. 333-72291) of our report dated February 15, 1999 appearing on page 61 of
Conoco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998,
as amended on March 12, 1999. We also consent to the references to us under the
heading "Experts" in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
March 22, 1999
