-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBaK8CJDr2ItB55Oru799QfireU0dnAGfYvRk5fu5IpRFx46PBkEO/bIzOZyokhM lvuk76MtYkAmMceojF88lA== 0000950123-99-007816.txt : 19990819 0000950123-99-007816.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950123-99-007816 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-07714 FILM NUMBER: 99695436 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 SC 13E4/A 1 AMENDED SCHEDULE 13E4 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- SCHEDULE 13E-4 --------------------------- ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) (FINAL AMENDMENT) --------------------------- 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) 2 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. 2 3 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 --------------------------------- Name: Gary M. Pfeiffer Title: Senior Vice President and Chief Financial Officer 3 4 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. 4 EX-99.A.14 2 PRESS RELEASE 1 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. 2 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. 2 EX-99.A.15 3 PRESS RELEASE 1 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 2 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. 2 -----END PRIVACY-ENHANCED MESSAGE-----