SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) August 9, 1999
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-815 51-0014090
(State or Other Jurisdiction (Commission (I.R.S Employer
of Incorporation) File Number) Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 774-1000
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Item 5. Other Events
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In connection with Debt and/or Equity Securities that may be offered
on a delayed or continuous basis under Registration Statements on Form S-3
(No. 33-53327, No. 33-61339 and No. 33-60069), the registrant hereby files the
following press release.
Contact: Susan Gaffney
(302) 774-2698
DUPONT EXCHANGE OFFER
FOR CONOCO INC. CLASS B COMMON STOCK SUCCESSFUL
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WILMINGTON, Del., Aug. 9 -- DuPont 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 exchange 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.
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DuPont has retained the services of D. F. King & Co., 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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8/9/99
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
/s/ D. B. Smith
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D. B. Smith
Assistant Controller
August 9, 1999
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