<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999
REGISTRATION STATEMENT NO. 333-85599
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
E. I. DU PONT DE NEMOURS AND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 2820 51-0014090
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
Incorporation or Organization) Number)
</TABLE>
------------------------
1007 MARKET STREET
WILMINGTON, DE 19898
TEL: (302) 774-1000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
------------------------
GARY M. PFEIFFER
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
TEL: (302) 774-1000
FAX: (302) 773-5176
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
------------------------
COPIES TO:
LOU R. KLING, ESQ. STEPHEN FRAIDIN, P.C.
EILEEN NUGENT SIMON, ESQ. F. WILLIAM REINDEL, ESQ.
Skadden, Arps, Slate, Meagher & Flom Fried, Frank, Harris, Shriver &
LLP Jacobson
919 Third Avenue One New York Plaza
New York, New York 10022 New York, New York 10004
Tel: (212) 735-3000 Tel: (212) 859-8000
Fax: (212) 735-2000 Fax: (212) 859-4000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT
AND THE EFFECTIVE TIME OF THE MERGER DESCRIBED HEREIN.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following: / /
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(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
------------------------------
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment consists of an updated accountant consent.
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
PIONEER. Section 490.832 of the Iowa Business Corporation Act permits a
corporation to eliminate or limit directors' personal liability for monetary
damages arising from breaches of their fiduciary duties as directors. The
corporation cannot limit damages for breaches of the duty of loyalty, acts not
in good faith, intentional misconduct, or where the director receives an
improper personal benefit. The Pioneer articles of incorporation eliminate the
personal liability of directors to the fullest extent permitted under Iowa law.
Section 490.851 of the Iowa Business Corporation Act provides that a
corporation is permitted to provide indemnification to directors if the
director:
a) acted in good faith
b) reasonably believed that his conduct was in the best interest of the
corporation in action involving official conduct and that his action was
not opposed to the corporation's best interest in all other cases
c) had no reasonable cause to believe that his actions were unlawful (in
the case of criminal proceedings).
d) The corporation also cannot provide indemnification to a director if in
an action brought by or in the name of the corporation, the director is
adjudged liable to the corporation or if the director is adjudged to have
received any improper personal benefit.
The by-laws of Pioneer provide that the company will indemnify any person
who is or was a party to any form of legal proceeding (criminal, civil or
otherwise) in any capacity by reason of the fact that the person to be
indemnified was a director, officer or was acting at the request of the
corporation. Subject to limitations imposed under Iowa law, the indemnification
includes all expenses including counsel fees liabilities and losses including
judgments, fines and penalties and amounts paid in settlement.
DUPONT. Delaware law permits a corporation to adopt a provision in its
certificate of incorporation eliminating or limiting the personal liability of a
director, but not an officer, to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, except that such
provision shall not limit the liability of a director for (1) any breach of the
director's duty of loyalty to the corporation or its shareholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability under section 174 of the Delaware General
Corporation Law for unlawful payment of dividends or stock purchases or
redemption, or (4) any transaction from which the director derived an improper
personal benefit. The DuPont certificate of incorporation provides that no
director of DuPont shall be personally liable to it or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such an exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Law.
Under Delaware law, a corporation may indemnify any person made a party or
threatened to be made a party to any type of proceeding, other than action by or
in the right of the corporation, because he is or was an officer, director,
employee or agent of the corporation or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
entity, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such proceeding: (1) if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation; or (2) in the case of a
criminal proceeding, he had no reasonable cause to believe that his conduct was
unlawful. A corporation may indemnify any person made a party or threatened to
be made a party to any threatened, pending or
II-1
<PAGE>
completed action or suit brought by or in the right of the corporation because
he was an officer, director, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other entity, against expenses actually and
reasonably incurred in connection with such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification will be denied if the person is
found liable to the corporation unless, in such a case, the court determine the
person is entitled to indemnification in any event. A corporation must indemnify
a director, officer, employee or agent who successfully defends himself in a
proceeding to which he was a party because he was a director, officer, employee
or agent of the corporation against expenses actually and reasonably incurred by
him. Expenses incurred by an officer or director, or any employees or agents as
deemed appropriate by the board of directors, in defending civil or criminal
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation. The Delaware law
indemnification and expense advancement provisions are not exclusive of any
other rights which may be granted by the DuPont bylaws, a vote of shareholders
of disinterested directors, agreement or otherwise.
Under the Delaware General Corporation Law, termination of any proceeding by
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that such person is prohibited from being
indemnified.
The DuPont bylaws provide for the indemnification to the fullest extent
permitted by law of any person made, or threatened to be made, a party to an
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or his testator or intestate is or
was a director, officer of employee of DuPont or serves or served any other
enterprise at the request of DuPont.
INDEMNIFICATION PROVISIONS UNDER THE MERGER AGREEMENT. After the merger,
DuPont has agreed to, or to cause the surviving corporation of the merger to,
indemnify each present and former director and officer, when acting in said
capacity, of Pioneer or any of its subsidiaries, against all costs or expenses,
judgments, fines, losses, claims, damages or liabilities in connection with any
claim, action, suit, proceeding or investigation brought within 6 years of the
merger closing for acts or omissions, existing or occurring before the merger,
to the fullest extent permitted under the Iowa Business Corporation Act or other
applicable law.
For a period of six years after the merger, DuPont has agreed to maintain a
policy of directors' and officers' liability insurance for acts and omissions
occurring before the merger with coverage in an amount and scope at least as
favorable as Pioneer's existing directors' and officers' liability insurance
coverage. If the existing directors' and officers' liability insurance expires
or terminates or if the annual premium is more than 200 percent of the last
annualized premium paid, DuPont must obtain directors' and officers' liability
insurance in an amount and scope as it can obtain for the remainder of that
period for a premium not in excess, on an annualized basis, of 20 percent of the
last annualized premium paid.
II-2
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger dated as of March 15, 1999 by and among Pioneer Hi-Bred International,
Inc., E. I. du Pont de Nemours and Company and Delta Acquisition Sub, Inc. (included as Appendix A to
the Proxy Statement/Prospectus contained in the Registration Statement).
2.2 Letter Agreement, dated as of August 6, 1999, by and among Pioneer Hi-Bred International, Inc., E. I. du
Pont de Nemours and Company and Delta Acquisition Sub, Inc. effecting amendments to the Agreement and
Plan of Merger (included as Appendix A to the Proxy Statement/Prospectus contained in this Registration
Statement).
3.1 Restated Certificate of Incorporation of E. I. du Pont de Nemours and Company (previously filed as
Exhibit 3.1 to DuPont's 1998 Form 8-K report filed with the SEC on June 13, 1997 and incorporated herein
by reference).
3.2 Bylaws of E. I. du Pont de Nemours and Company (previously filed as Exhibit 3.2 to DuPont's Annual
Report on Form 10-K/A for the year ended December 31, 1998 and incorporated herein by reference).
5.1 Opinion of Howard R. Rudge, Esq., Senior Vice President and General Counsel of E. I. du Pont de Nemours
and Company, regarding the validity of the securities being registered(1).
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain federal income tax consequences
relating to the merger(1).
8.2 Opinion of Fried, Frank, Harris, Shriver & Jacobson regarding certain federal income tax consequences
relating to the merger(1).
10.1 Company's Corporate Sharing Plan, as last amended August 28, 1991 (incorporated by reference to Exhibit
10.1 of the company's Annual Report on Form 10-K for the year ended December 31, 1996).
10.2 The DuPont Stock Accumulation and Deferred Compensation Plan, as last amended April 29, 1998
(incorporated by reference to Exhibit 10.3 of the company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998).
10.3 The DuPont Stock Accumulation and Deferred Compensation Plan, as last amended March 1, 1998
(incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998).
10.4 Company's Supplemental Retirement Income Plan, as last amended effective June 4, 1996 (incorporated by
reference to Exhibit 10.3 of the company's Annual Report on Form 10-K for the year ended December 31,
1996).
10.5 Company's Pension Restoration Plan, as last amended effective June 4, 1996 (incorporated by reference to
Exhibit 10.4 of the company's Annual Report on Form 10-K for the year ended December 31, 1996).
10.6 Company's Stock Performance Plan, as last amended effective January 28, 1998 (incorporated by reference
to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the period ended March 31, 1998).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.7 Company's Variable Compensation Plan, as last amended effective April 30, 1997 (incorporated by
reference to Exhibit 10.7 of the company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997).
10.8 Company's Salary Deferral & Savings Restoration Plan effective April 26, 1994 (incorporated by reference
to Exhibit 10.9 of the company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
10.9 Company's 1995 Corporate Sharing Plan, adopted by the Board of Directors on January 25, 1995
(incorporated by reference to Exhibit 10.10 of the company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).
10.10 Company's 1997 Corporate Sharing Plan, adopted by the Board of Directors on January 29, 1997
(incorporated by reference to Exhibit 10.1) of the company's Annual Report on Form 10-K for the year
ended December 31, 1996).
10.11 Company's Retirement Income Plan for Directors, as last amended August 1995 (incorporated by reference
to Exhibit 10.12 of the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).
10.12 Company's principal agreements governing the separation of Conoco Inc. from DuPont (incorporated by
reference to the company's filing on Form 8-K on February 1, 1999).
10.13 Company's Tax Sharing Agreement dated October 27, 1998, by and among the company and Conoco Inc.,
formerly known as Conoco Energy Company.
21.1 Subsidiaries of the registrant (incorporated by reference to DuPont's Annual Report on Form 10-K/A for
the year ended December 31, 1998).
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 8.2).
23.3 Consent of Pricewaterhouse Coopers LLP(2).
23.4 Consent of KPMG LLP(1).
99.1 Consent of Lazard Freres and Co. LLC(1).
99.2 Consent of Credit Suisse First Boston Corporation(1).
99.3 Consent of Salomon Smith Barney Inc(1).
</TABLE>
- ------------------------
(1) Previously filed.
(2) Filed herewith.
ITEM 22. UNDERTAKINGS
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.
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
II-4
<PAGE>
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 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 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request. The undersigned registrant hereby undertakes
to supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it becomes effective.
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:
(a) To include any prospectus required by Section 10(a) (3) of the
Securities Act:
(b) 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) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(c) 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.
(2) That, for the purpose of determining any liability under the Securities Act,
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.
(4) That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the meaning
of Rule 145(c), such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings
by persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
II-5
<PAGE>
(5) That every prospectus (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wilmington,
State of Delaware, on August 30, 1999.
<TABLE>
<S> <C> <C>
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ GARY M. PFEIFFER
------------------------------------------
Name: Gary M. Pfeiffer
TITLE: SENIOR VICE PRESIDENT--FINANCE AND
CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by or on behalf of
the following persons in the capacities indicated on August 30, 1999.
<TABLE>
<S> <C>
Signature Title
* Chairman of the Board
- ------------------------------ and Chief Executive Officer
Charles O. Holliday, Jr. (Principal Executive Officer)
*
- ------------------------------
Curtis J. Crawford Director
*
- ------------------------------
Louisa C. Duemling Director
*
- ------------------------------
Edward B. du Pont Director
*
- ------------------------------
Lois D. Juliber Director
*
- ------------------------------
Goran Lindahl Director
- ------------------------------
William K. Reilly Director
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C>
Signature Title
*
- ------------------------------
H. Rodney Sharp, III Director
*
- ------------------------------
Charles M. Vest Director
- ------------------------------
Sanford I. Weill Director
*
- ------------------------------
Edgar S. Woolard, Jr. Director
</TABLE>
<TABLE>
<S><C> <C>
/s/ Gary M. Pfeiffer
------------------------------
Name: Gary M. Pfeiffer
Attorney-in-fact
*By:
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger dated as of March 15, 1999 by and among Pioneer Hi-Bred International,
Inc., E. I. du Pont de Nemours and Company and Delta Acquisition Sub, Inc. (included as Appendix A to
the Proxy Statement/Prospectus contained in the Registration Statement).
2.2 Letter Agreement, dated as of August 6, 1999, by and among Pioneer Hi-Bred International, Inc., E.I. du
Pont de Nemours and Company and Delta Acquisition Sub, Inc. effecting amendments to the Agreement and
Plan of Merger (included as Appendix A to the Proxy Statement/Prospectus contained in this Registration
Statement).
3.1 Restated Certificate of Incorporation of E. I. du Pont de Nemours and Company (previously filed as
Exhibit 3.1 to DuPont's 1998 Form 8-K report filed with the SEC on June 13, 1997 and incorporated herein
by reference).
3.2 Bylaws of E. I. du Pont de Nemours and Company (previously filed as Exhibit 3.2 to DuPont's Annual
Report on Form 10-K/A for the year ended December 31, 1998 and incorporated herein by reference).
5.1 Opinion of Howard R. Rudge, Esq., Senior Vice President and General Counsel of E. I. du Pont de Nemours
and Company, regarding the validity of the securities being registered.(1)
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain federal income tax consequences
relating to the merger.(1)
8.2 Opinion of Fried, Frank, Harris, Shriver & Jacobson regarding certain federal income tax consequences
relating to the merger.(1)
10.1 Company's Corporate Sharing Plan, as last amended August 28, 1991 (incorporated by reference to Exhibit
10.1 of the company's Annual Report on Form 10-K for the year ended December 31, 1996).
10.2 The DuPont Stock Accumulation and Deferred Compensation Plan, as last amended April 29, 1998
(incorporated by reference to Exhibit 10.3 of the company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998).
10.3 The DuPont Stock Accumulation and Deferred Compensation Plan, as last amended March 1, 1998
(incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998).
10.4 Company's Supplemental Retirement Income Plan, as last amended effective June 4, 1996 (incorporated by
reference to Exhibit 10.3 of the company's Annual Report on Form 10-K for the year ended December 31,
1996).
10.5 Company's Pension Restoration Plan, as last amended effective June 4, 1996 (incorporated by reference to
Exhibit 10.4 of the company's Annual Report on Form 10-K for the year ended December 31, 1996).
10.6 Company's Stock Performance Plan, as last amended effective January 28, 1998 (incorporated by reference
to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the period ended March 31, 1998).
10.7 Company's Variable Compensation Plan, as last amended effective April 30, 1997 (incorporated by
reference to Exhibit 10.7 of the company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997).
10.8 Company's Salary Deferral & Savings Restoration Plan effective April 26, 1994 (incorporated by reference
to Exhibit 10.9 of the company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.9 Company's 1995 Corporate Sharing Plan, adopted by the Board of Directors on January 25, 1995
(incorporated by reference to Exhibit 10.10 of the company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).
10.10 Company's 1997 Corporate Sharing Plan, adopted by the Board of Directors on January 29, 1997
(incorporated by reference to Exhibit 10.1) of the company's Annual Report on Form 10-K for the year
ended December 31, 1996).
10.11 Company's Retirement Income Plan for Directors, as last amended August 1995 (incorporated by reference
to Exhibit 10.12 of the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).
10.12 Company's principal agreements governing the separation of Conoco Inc. from DuPont (incorporated by
reference to the company's filing on Form 8-K on February 1, 1999).
10.13 Company's Tax Sharing Agreement dated October 27, 1998, by and among the company and Conoco Inc.,
formerly known as Conoco Energy Company.
21.1 Subsidiaries of the registrant (incorporated by reference to DuPont's Annual Report on Form 10-K for the
year ended December 31, 1998).
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 8.2).
23.3 Consent of PricewaterhouseCoopers LLP.(2)
23.4 Consent of KPMG LLP.(1)
99.1 Consent of Lazard Freres and Co. LLC.(1)
99.2 Consent of Credit Suisse First Boston Corporation.(1)
99.3 Consent of Salomon Smith Barney Inc.(1)
</TABLE>
(1) Previously filed.
(2) Filed herewith.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of E. I. du Pont de Nemours and Company and its
subsidiaries of our report dated February 19, 1999, relating to the consolidated
financial statements, which appears on page 40 of E. I. du Pont de Nemours and
Company and its subsidiaries' 1998 Annual Report to Stockholders, which is
incorporated by reference in its Annual Report on Form 10-K/A Amendment No. 1
for the year ended December 31, 1998. We also consent to the incorporation by
reference of our report dated February 19, 1999 relating to the financial
statement schedule, which appears on page 19 of such Annual Report on Form
10-K/A Amendment No. 1. We also consent to the references to us under the
headings "Experts" and "Selected Historical Financial Data" in such Registration
Statement.
By: /s/ PricewaterhouseCoopers LLP
---------------------------------------
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
August 30, 1999
