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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(FINAL AMENDMENT)
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E. I. DU PONT DE NEMOURS AND COMPANY
(Name of Issuer)
E. I. DU PONT DE NEMOURS AND COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK
PAR VALUE $.30 PER SHARE
(Title of Class of Securities)
263534 10 9
(Cusip Number of Class of Securities)
HOWARD R. RUDGE, ESQ.
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DE 19898
(302) 774-1000
-COPY TO-
LOU R. KLING, ESQ.
MATTHEW J. MALLOW, ESQ.
EILEEN NUGENT SIMON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL: 212-735-3000
FAX: 212-735-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
JULY 12, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This is the Final Amendment to the Issuer Tender Offer Statement on
Schedule 13E-4, originally filed with the Securities and Exchange Commission on
July 12, 1999, relating to an offer by E. I. du Pont de Nemours and Company
("DuPont") to exchange up to 436,543,573 shares of Class B common stock of
Conoco Inc., par value $.01 per share (the "Conoco Class B Common Stock"),
which DuPont owns, for shares of DuPont common stock, par value $.30 per share
("DuPont Common Stock"), held by United States persons, upon the terms and
subject to the conditions stated in the Offering Circular-Prospectus dated July
12, 1999 (the "Offering Circular-Prospectus") attached to the Schedule 13E-4 as
Exhibit (a)(2) and the related Letter of Transmittal attached to the Schedule
13E-4 as Exhibit (a)(4) (the "Letter of Transmittal" which, together with the
Offering Circular - Prospectus, constitute the "Exchange Offer"). This Final
Amendment is being filed by DuPont. Unless otherwise indicated, all capitalized
terms used herein which are defined in the Schedule 13E-4 are used herein as so
defined.
RESPONSE TO INSTRUCTION D
The Exchange Offer expired, by its terms, at 12:00 midnight, New York
City time, on Friday, August 6, 1999. 353,253,044 shares of DuPont Common Stock
were validly tendered in the Exchange Offer. DuPont accepted 147,980,872 shares
for exchange in the Exchange Offer on August 7, 1999. The shares were exchanged
on the basis of 2.95 shares of Conoco Class B Common Stock for each share of
DuPont Common Stock. All shares tendered by eligible odd-lot shareholders were
accepted. Based on these results, the proration factor for all other shares
accepted is 41.641451459 percent.
ITEM 8. ADDITIONAL INFORMATION
(e) DuPont announced on August 9, 1999 that its Exchange Offer
expired, by its terms, at 12:00 midnight, New York City time, on Friday, August
6, 1999, and that shares validly tendered would be accepted subject to
proration. DuPont announced on August 12, 1999 that all shares tendered by
eligible odd-lot shareholders were accepted and the proration factor for all
other shares accepted is 41.641451459 percent.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Press Release, dated August 9, 1999, stating that DuPont's
Exchange Offer expired, by its terms, at 12:00 midnight, New York City time, on
Friday, August 6, 1999.
(a)(15) Press Release, dated August 12, 1999, stating that DuPont
announced the final proration factor for the Exchange Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 18, 1999
E. I. du Pont de Nemours and Company
By /s/ Gary M. Pfeiffer
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Name: Gary M. Pfeiffer
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit (a)(14) Press Release, dated August 9, 1999, stating that
DuPont's Exchange Offer expired, by its terms, at 12:00
midnight, New York City time, on Friday, August 6, 1999.
Exhibit (a)(15) Press Release, dated August 12, 1999, stating that
DuPont announced the final proration factor
for the Exchange Offer.
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Exhibit (a)(14)
DuPont Exchange Offer for Conoco Inc. Class B Common Stock Successful
WILMINGTON, Del., Aug. 9 /PRNewswire/ -- DuPont (NYSE: DD) announced
today the successful completion of its previously announced exchange offer of
Conoco Inc. Class B common stock for DuPont common stock. The offer expired at
12:00 midnight, New York City time, on Aug. 6, 1999.
Approximately 217,569,000 shares of DuPont common stock were tendered and
137,486,000 additional shares of DuPont common stock were guaranteed for
delivery within three New York Stock Exchange trading days. DuPont has accepted
for exchange approximately 148 million shares of DuPont common stock in ex
change for approximately 436.5 million shares of Conoco Class B common stock on
the basis of 2.95 shares of Conoco Class B common stock for each share of DuPont
common stock. Based on the preliminary results, which indicate that the offer is
oversubscribed, a proration factor of approximately 41 percent will be applied.
DuPont anticipates that approximately 41 percent of the DuPont shares tendered
will be accepted for exchange. The estimated proration factor is subject to
change. The final proration factor is expected to be announced later this week.
DuPont shareholders whose shares were accepted for exchange will receive the
dividend declared by Conoco on July 29, 1999, of $0.19 per share on each share
of Conoco Class B common stock held by holders of record on Aug. 13, 1999. They
will not receive the dividend declared by DuPont on July 28, 1999, of $0.35 per
share on each share of DuPont common stock held by holders of record on Aug. 13,
1999. The DuPont dividend will be paid on DuPont shares tendered but returned
due to proration.
Shares of Conoco Class B will be credited promptly to accounts of tendering
shareholders by the Exchange Agent, First Chicago Trust Company of New York.
After the exchange offer, DuPont will have approximately 982 million shares of
common stock outstanding.
DuPont has retained the services of D.F. King & Co., Inc. as Information Agent
to assist shareholders with the exchange offer. Questions regarding the exchange
offer should be directed to D.F. King at 1-800-755-3105 (toll free) in the
United States or 212-269-5550 (collect) outside the United States.
Morgan Stanley Dean Witter acted as dealer-manager for this transaction.
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Conoco is a major, integrated energy company based in Houston and active in 40
countries.
DuPont is a science company, delivering science-based solutions that make a
difference in people's lives in food and nutrition; health care; apparel; home
and construction; electronics; and transportation. Founded in 1802, the company
operates in 65 countries and has 92,000 employees.
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Exhibit (a)(15)
DuPont Announces Final Exchange Offer Proration Factor; DuPont Exit From
Energy Captures $21 Billion in After-Tax Value for Shareholders
WILMINGTON, Del., Aug. 12 /PRNewswire/ -- DuPont (NYSE: DD) announced today a
final proration factor of 41.641451459 percent for its previously announced
exchange offer of Conoco Inc. (NYSE: COC) Class B common stock for DuPont common
stock. The offer, which was oversubscribed, expired at 12:00 midnight, New York
City time, on Aug. 6, 1999.
The successful conclusion of the exchange offer marks the completion of DuPont's
divestiture of its entire investment in Conoco.
"Through the IPO and the exchange offer -- both the largest transactions of
their kind in U.S. history -- we have captured approximately $21 billion in
after-tax value for DuPont shareholders," said Charles O. Holliday Jr., DuPont
chairman and CEO. "This is yet another major step in the transformation of
DuPont to be the world's premier science company. We are clearly focused on
doing what we do best - bringing science to the marketplace in ways that
benefit people and generate value for our shareholders."
Based on the final count by the exchange agent, 353,253,044 shares of DuPont
common stock were tendered, including 1,515,613 shares held by eligible odd-lot
shareholders. In accordance with the exchange offer, DuPont has accepted for
exchange 147,980,872 shares of DuPont common stock in exchange for 436,543,573
shares of Conoco Class B common stock on the basis of 2.95 shares of Conoco
Class B common stock for each share of DuPont common stock. All shares tendered
by eligible odd-lot shareholders have been accepted; all other shares tendered
have been accepted at the 41.641451459 percent proration factor.
DuPont shareholders whose shares were accepted for exchange will receive the
dividend declared by Conoco on July 29, 1999, of $0.19 per share on each share
of Conoco Class B common stock held by holders of record on Aug. 13, 1999. They
will not receive the dividend declared by DuPont on July 28, 1999, of $0.35 per
share on each share of DuPont common stock held by holders of record on Aug. 13,
1999. The DuPont dividend will be paid on DuPont shares tendered but returned
due to proration.
Shares of Conoco Class B will be credited on the books of the transfer agent as
of Aug. 13, 1999, to accounts of tendering shareholders by the Exchange Agent,
First
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Chicago Trust Company of New York. After the exchange offer, DuPont will have
approximately 982 million shares of common stock outstanding. DuPont has
retained the services of D.F. King & Co., Inc. as Information Agent to assist
shareholders with the exchange offer. Questions regarding the exchange offer
should be directed to D.F. King at 1-800-755-3105 (toll free) in the United
States or 212-269-5550(collect) outside the United States.
Morgan Stanley Dean Witter acted as dealer-manager for this transaction.
Conoco is a major, integrated energy company based in Houston and active in 40
countries.
DuPont is a science company, delivering science-based solutions that make a
difference in people's lives in food and nutrition; health care; apparel; home
and construction; electronics; and transportation. Founded in 1802, the company
operates in 65 countries and has 92,000 employees.
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