<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CONOCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0370352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 NORTH DAIRY ASHFORD 77079
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
---------------------------
CONOCO INC.
1998 KEY EMPLOYEE STOCK PERFORMANCE PLAN
(Full title of the plan)
---------------------------
R.A. HARRINGTON
SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(281) 293-1000
(Telephone number, including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (2) SHARE (3) PRICE (3) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B common stock, par value $.01 per share(1) 18,840,000 $27.844 $524,580,960 $145,833.51
===================================================================================================================================
</TABLE>
(1) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of Class B common
stock being registered hereby.
(2) Consists of the number of shares of Class B common stock reserved for
issuance pursuant to the Conoco Inc. 1998 Key Employee Stock
Performance Plan (the "Plan").
(3) For the purposes of computing the registration fee, Rule 457(h) under
the Securities Act of 1933, as amended (the "Securities Act"), provides
that the fee may be computed either (i) upon the basis of the market
price of securities of the same class or (ii) if there is no market for
the securities to be offered, the book value of such securities.
Although there is no market for the Class B common stock, Conoco
estimates in good faith that, in accordance with the provisions of Rule
457(c), the maximum offering price of the Class B common stock
registered hereunder is equal to the average of the high and low prices
reported on the New York Stock Exchange for the Class A common stock on
June 11, 1999.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Conoco
Inc. 1998 Key Employee Stock Performance Plan, as amended (the "Plan"), required
by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428 under the
Securities Act. In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Conoco Inc. will maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, Conoco Inc. will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Conoco Inc. has filed with the
Commission pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") (File No. 001-14521), are incorporated in
this registration statement by reference and shall be deemed to be a part
hereof:
(1) Conoco Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as amended by Amendment No. 1 on Form
10-K/A;
(2) Conoco Inc.'s Current Report on Form 8-K, as filed with
the Commission on March 23, 1999;
(3) Conoco Inc.'s Current Report on Form 8-K, as filed with
the Commission on April 16, 1999;
(4) Conoco Inc.'s Quarterly Report on Form 10-Q for the period
ended March 31, 1999; and
(5) the description of Conoco Inc.'s Class B common stock, par
value $.01 per share, contained in Conoco Inc.'s registration statement
on Form 8-A, as thereafter amended from time to time for the purpose of
updating, changing or modifying such description.
All documents filed by Conoco Inc. with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this registration statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this registration statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
<PAGE> 4
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 personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:
o any breach of the director's duty of loyalty to the
corporation or its stockholders,
o acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
o payments of unlawful dividends or unlawful stock repurchases
or redemptions, or
o any transaction from which the director derived an improper
personal benefit.
Article 5E(2) of Conoco Inc.'s Certificate of Incorporation provides
that no director shall be personally liable to Conoco Inc. or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:
o any breach of the director's duty of loyalty to Conoco Inc. or
its stockholders,
o acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
o liabilities pursuant to section 174 of the Delaware General
Corporation Law, or
o 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 Conoco Inc. for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
Conoco Inc.'s By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.
Conoco Inc. has entered into indemnification agreements with each of
its directors. Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco Inc. shall indemnify and hold each director harmless from
and against any and all losses and expenses whatsoever (1) arising out of any
event or occurrence related to the fact that such director is or was a director
or officer of Conoco, Inc., is or was serving in another capacity with Conoco
Inc., consented to be named as a person to be elected as a director of Conoco
Inc. in connection with Conoco Inc.'s initial public offering of the common
stock, or by reason of anything done or not done by such director in such
capacity, and (2) incurred in connection with any threatened, pending or
completed legal proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
- ------- --------------------
4.1 -- Second Amended and Restated Certificate of Incorporation of
Conoco Inc. (incorporated by reference to Exhibit 3.1 of
the Quarterly Report of Conoco Inc. on Form 10-Q for the
quarterly period ended September 30, 1998, File No.
001-14521).
<PAGE> 5
4.2 -- By-laws of Conoco Inc., as amended May 12, 1999
(incorporated by reference to Exhibit 3.2 of the Quarterly
Report of Conoco Inc. on Form 10-Q for the quarterly period
ended March 31, 1999, File No. 001-14521).
4.3 -- Form of certificate representing Conoco Inc. Class B common
stock (incorporated by reference to Exhibit 4.2 of the
registration statement of Conoco Inc. on Form S-1,
Registration No. 333-60119).
4.4 -- Rights Agreement dated as of October 19, 1998 between
Conoco Inc. and First Chicago Trust Company of New York, as
Rights Agent, which includes as Exhibit A the form of
Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, as Exhibit C
the form of Class B Rights Certificate and as Exhibit D the
Summary of Rights to Purchase Preferred Stock (incorporated
by reference to Exhibit 4.4 of the registration statement
of Conoco Inc. on Form S-8, Registration No. 333-65977).
4.5 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock (incorporated
by reference to Exhibit 4.5 of the registration statement
of Conoco Inc. on Form S-8, Registration No. 333-65977).
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998
between Conoco Inc. and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit
4.6 of the registration statement of Conoco Inc. on Form
S-8, Registration No. 333-65977).
4.7 -- Conoco Inc. 1998 Key Employee Stock Performance Plan, as
amended May 12, 1999 (incorporated by reference to Exhibit
10.3 of the Quarterly Report of Conoco Inc. on Form 10-Q
for the quarterly period ended March 31, 1999, File No.
001-14521).
*5.1 -- Opinion of Baker & Botts, L.L.P. as to the legality of
securities.
*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 this
registration statement).
- -----------------
* Filed herewith.
ITEM 9. 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 Securities and Exchange
Commission pursuant to Rule 424(b) of
<PAGE> 6
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;
(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;
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 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 Act 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 Act and will
be governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 June 17, 1999.
CONOCO INC.
By: /s/ Archie W. Dunham
-------------------------------
Archie W. Dunham
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Archie W. Dunham,
Robert W. Goldman, Rick A. Harrington and Gary M. Pfeiffer, and each of them,
severally, as his true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with
full power of substitution and resubstitution, for him and in his name, place
and stead in his capacity as a director or officer or both, as the case may be,
of Conoco Inc., a Delaware corporation (the "Company"), to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and all documents or instruments necessary or appropriate to enable the Company
to comply with the Securities Act of 1933, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of
said attorneys-in-fact and agents to do and perform in the name and on behalf of
each such director or officer, or both, as the case may be, each and every act
whatsoever that is necessary, appropriate or advisable in connection with any or
all of the above-described matters and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON JUNE 17, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Archie W. Dunham President, Chief Executive Officer and Director
-----------------------------------------------
Archie W. Dunham
/s/ Robert W. Goldman Senior Vice President, Finance, and Chief
----------------------------------------------- Financial Officer (Principal Financial Officer)
Robert W. Goldman
/s/ W. David Welch Controller (Principal Accounting Officer)
-----------------------------------------------
W. David Welch
/s/ Edgar S. Woolard, Jr. Chairman of the Board and Director
-----------------------------------------------
Edgar S. Woolard, Jr.
/s/ Ruth R. Harkin Director
-----------------------------------------------
Ruth R. Harkin
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
/s/ Frank A. McPherson Director
-----------------------------------------------
Frank A. McPherson
/s/ Gary M. Pfeiffer Director
-----------------------------------------------
Gary M. Pfeiffer
/s/ William K. Reilly Director
-----------------------------------------------
William K. Reilly
/s/ William R. Rhodes Director
-----------------------------------------------
William R. Rhodes
/s/ Franklin A. Thomas Director
-----------------------------------------------
Franklin A. Thomas
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 -- Second Amended and Restated Certificate of Incorporation of
Conoco Inc. (incorporated by reference to Exhibit 3.1 of
the Quarterly Report of Conoco Inc. on Form 10-Q for the
quarterly period ended September 30, 1998, File No.
001-14521).
4.2 -- By-laws of Conoco Inc., as amended May 12, 1999
(incorporated by reference to Exhibit 3.2 of the Quarterly
Report of Conoco Inc. on Form 10-Q for the quarterly period
ended March 31, 1999, File No. 001-14521).
4.3 -- Form of certificate representing Conoco Inc. Class B common
stock (incorporated by reference to Exhibit 4.2 of the
registration statement of Conoco Inc. on Form S-1,
Registration No. 333-60119).
4.4 -- Rights Agreement dated as of October 19, 1998 between
Conoco Inc. and First Chicago Trust Company of New York, as
Rights Agent, which includes as Exhibit A the form of
Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, as Exhibit C
the form of Class B Rights Certificate and as Exhibit D the
Summary of Rights to Purchase Preferred Stock (incorporated
by reference to Exhibit 4.4 of the registration statement
of Conoco Inc. on Form S-8, Registration No. 333-65977).
4.5 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock (incorporated
by reference to Exhibit 4.5 of the registration statement
of Conoco Inc. on Form S-8, Registration No. 333-65977).
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998
between Conoco Inc. and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit
4.6 of the registration statement of Conoco Inc. on Form
S-8, Registration No. 333-65977).
4.7 -- Conoco Inc. 1998 Key Employee Stock Performance Plan, as
amended May 12, 1999 (incorporated by reference to Exhibit
10.3 of the Quarterly Report of Conoco Inc. on Form 10-Q
for the quarterly period ended March 31, 1999, File No.
001-14521).
*5.1 -- Opinion of Baker & Botts, L.L.P. as to the legality of
securities.
*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 this
registration statement).
</TABLE>
- -----------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF BAKER & BOTTS, L.L.P.]
June 17, 1999
Conoco Inc.
600 North Dairy Ashford
Houston, Texas 77079
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Conoco Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to up to
18,840,000 shares (the "Shares") of Class B Common Stock of the Company, par
value $.01 per share, issuable pursuant to the Conoco Inc. 1998 Key Employee
Stock Performance Plan, as amended (the "Plan"), we are passing upon certain
legal matters in connection with the Shares for the Company. At your request, we
are furnishing this opinion to you for filing as Exhibit 5.1 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above, we
have examined the Plan, the Amended and Restated Certificate of Incorporation
and Bylaws of the Company, each as amended to date, and the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates of officers
of the Company and of public officials with respect to the accuracy of the
material factual matters contained in such certificates.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will be not
less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, 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. In the case of Shares originally issued by the Company
pursuant to the provisions of the Plan following due authorization of a
particular award thereunder by a duly constituted and acting committee
of the Board of Directors of the Company as provided in and in
accordance with the Plan, the Shares issuable pursuant to such award
will have been duly authorized by all necessary corporate action on the
part of the Company. Upon issuance and delivery of such Shares from
time to time pursuant to the terms of such award for the consideration
established pursuant to the terms of the Plan and otherwise in
accordance with the terms and conditions of such award, including, if
applicable, the lapse of any restrictions relating thereto, the
satisfaction of any performance conditions associated therewith and any
requisite determinations by or pursuant to the authority of the Board
of Directors or a duly constituted and acting committee thereof as
provided therein, and, in the case of stock options, the exercise
thereof and payment for such Shares as provided therein, such Shares
will be validly issued, fully paid and nonassessable.
The opinions set forth above are limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
admit that we are within 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.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15, 1999
relating to the consolidated financial statements of Conoco Inc., which appears
in the Company's Annual Report on Form 10-K for the year ended December 31,
1998, as amended.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 15, 1999
