<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------
CONOCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0370352
(State of incorporation or organization) (I.R.S. Employer Identification No.)
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file numbers, to which this form relates:
333-80951, 333-80953, 333-80955, 333-80957, 333-80959.
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
(title of class)
-1-
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Class B Common Stock, par value $.01
per share, and its Preferred Share Purchase Rights, which will trade together
with the Class B Common Stock, is contained in the Registrant's Registration
Statement on Form S-4 (Registration Statement No. 333-74823), filed with the
Securities and Exchange Commission (the "Commission") on March 22, 1999 and
Amendment No. 1 thereto filed with the Commission on May 19, 1999, under the
caption "Description of Conoco Capital Stock," which description is incorporated
herein by reference.
ITEM 2. EXHIBITS
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).
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).
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. 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).
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).
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).
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CONOCO INC.
Date: June 17, 1999 By: /s/ W. David Welch
-----------------------------------
W. David Welch
Principal Accounting Officer
