-----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, PXQ8aKpDRXzW+514DMddGnbpyCdxw3YNPBk9N3D2viPSw4Q8+h2zEFI6w2hIQo7T NtEpPm5PwKvq0qnr22JrTg== 0000950157-02-000402.txt : 20020528 0000950157-02-000402.hdr.sgml : 20020527 20020528172550 ACCESSION NUMBER: 0000950157-02-000402 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020528 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULF INDONESIA RESOURCES LTD CENTRAL INDEX KEY: 0001045212 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50360 FILM NUMBER: 02663950 BUSINESS ADDRESS: STREET 1: 21ST FL WISMA 46 KOTA BNI STREET 2: JL JEND SUDIRMAN KAV 1 CITY: JAKARTA 10220 INDONE STATE: K8 BUSINESS PHONE: 3038133850 MAIL ADDRESS: STREET 1: ONE NORWEST CENTER STREET 2: 1700 LINCOLN SUITE 5000 CITY: DENVER STATE: CO ZIP: 80203-4525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONOCO CANADA RESOURCES LTD CENTRAL INDEX KEY: 0000316456 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980086499 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE NORWEST CTR STREET 2: 1700 LINCOLN STE 5000 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038133800 MAIL ADDRESS: STREET 1: ONE NORWEST CTR STREET 2: 1700 LINCOLN STE 5000 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: GULF CANADA LTD DATE OF NAME CHANGE: 19851105 FORMER COMPANY: FORMER CONFORMED NAME: GULF CANADA CORP DATE OF NAME CHANGE: 19870716 FORMER COMPANY: FORMER CONFORMED NAME: GULF CANADA ENTERPRISES LTD DATE OF NAME CHANGE: 19860110 SC 13D/A 1 sc13da.txt SCHEDULE 13D -- AMENDMENT NO. 1 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Gulf Indonesia Resources Limited --------------------------------- (Name of Issuer) Common Shares ------------- (Title of Class of Securities) 402284103 ------------------ (CUSIP Number) Wayne C. Byers Senior Counsel Conoco Inc. 600 North Dairy Ashford Road Houston, TX 77079 (281) 293-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to Richard Hall, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 May 24, 2002 -------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) - ------------------------------------------------------------------------------ Page 1 of CUSIP No. 402284103 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Conoco Inc. IRS# 51-0370352 Conoco Canada Resources Limited IRS# 98-0086499 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK, OO - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Conoco Inc. - Delaware Conoco Canada Resources Limited - Canada - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 63,650,000 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 63,650,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,650,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- * See Instructions Page 2 of 5 This Amendment amends and supplements the Statement on Schedule 13D filed by Conoco Inc. ("Conoco") and Conoco Canada Resources Limited ("Conoco Canada") with the Securities and Exchange Commission on July 26, 2001, with respect to the common shares, par value $0.01 per share (the "Gulf Indonesia Common Shares"), of Gulf Indonesia Resources Limited, a New Brunswick corporation ("Gulf Indonesia"). ITEM 4. PURPOSE OF TRANSACTION. The following language is inserted after the third paragraph of Item 4: On May 24, 2002, Conoco Canada made a proposal (the "Proposal") to a special committee of the board of directors of Gulf Indonesia comprised solely of independent directors (the "Special Committee") to purchase all Gulf Indonesia Common Shares not currently owned by Conoco Canada or its affiliates at a price of $12.50 per Gulf Indonesia Common Share in cash. After making the Proposal, Conoco Canada delivered to the Special Committee a draft support agreement (the "Support Agreement") to give effect to the Proposal. After discussions between Conoco, Conoco Canada, the Special Committee and their respective financial and legal advisors in respect of the Proposal, Conoco Canada agreed to a revised proposal price of $13.25 per Gulf Indonesia Common Share in cash (the "Revised Proposal"). The Special Committee has announced that it will recommend that the full board of directors of Gulf Indonesia approve the Revised Proposal. The Revised Proposal is conditioned on, among other things, the approval of the full board of directors of Gulf Indonesia and the execution of a definitive Support Agreement. A press release relating to the Revised Proposal and the Special Committee's recommendation in respect thereto has been issued by Conoco Canada and Gulf Indonesia and is filed herewith as Exhibit 3 and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 3 Press Release, dated May 28, 2002. Page 3 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Date: May 28, 2002 CONOCO INC. by: /s/ Sigmund L. Cornelius ---------------------------------- Name: Sigmund L. Cornelius Title: Vice President and Treasurer CONOCO CANADA RESOURCES LIMITED by: /S/ Henry Sykes ---------------------------------- Name: Henry Sykes Title: President Page 4 of 5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 3 Press Release, dated May 28, 2002. Page 5 of 5 EX-99.3 3 ex99-3.txt PRESS RELEASE FOR IMMEDIATE RELEASE CONOCO CANADA AND GULF INDONESIA ANNOUNCE PROPOSAL FOR CONOCO CANADA TO ACQUIRE ALL GULF INDONESIA SHARES AT A PRICE OF US$13.25 PER SHARE IN CASH Calgary, Canada and Jakarta, Indonesia, May 28, 2002--Conoco Canada Resources Limited, a wholly-owned subsidiary of Conoco Inc. (NYSE: COC), and Gulf Indonesia Resources Limited (NYSE: GRL) announced today that a special committee of the board of directors of Gulf Indonesia will recommend, subject to the execution of definitive documentation, that the full board of directors of Gulf Indonesia approve a proposal by Conoco Canada to acquire all common shares of Gulf Indonesia not owned by Conoco Canada or its affiliates at a price of US$13.25 per common share in cash or US$329 million in aggregate. The transaction would be consummated through an all-cash tender offer to be governed by U.S. and Canadian securities laws. Conoco Canada currently owns approximately 72 percent of the outstanding common shares of Gulf Indonesia. Conoco Canada's acquisition of the minority shares of Gulf Indonesia will allow Conoco to optimize its operations in Southeast Asia. The special committee, comprised solely of independent directors of Gulf Indonesia, based its recommendation on a number of factors, including the oral opinion of the special committee's financial advisors, RBC Capital Markets, that the US$13.25 per common share price is fair, from a financial point of view, to shareholders of Gulf Indonesia (other than Conoco Canada and its affiliates). The special committee's recommendation follows negotiations between Conoco, Conoco Canada, the special committee and their respective financial and legal advisors in respect of a proposal made by Conoco Canada on May 24, 2002. The special committee was formed on April 1, 2002 by the board of directors of Gulf Indonesia to take such steps as it considered necessary to be in a position to receive, consider and make a recommendation regarding any proposal that may be made by Conoco Canada. The special committee engaged financial and legal advisors and has actively conducted preparations to be in a position to fulfill its mandate. Conoco Canada's proposal represents a 23 percent premium to the closing price of Gulf Indonesia common shares on May 24, 2002, and a 21 percent premium over Gulf Indonesia's average closing price for the 30 days prior to the proposal. The proposal also represents a 74 percent premium over Gulf Indonesia's closing price on May 25, 2001, one day prior to the date Conoco publicly announced its acquisition of Gulf Indonesia's parent, Conoco Canada, formerly Gulf Canada Resources Limited, which at that point held approximately 72 percent of the outstanding common shares of Gulf Indonesia. Conoco Canada's proposal is subject to, among other things, approval by the board of directors of Gulf Indonesia and the execution of definitive documentation. The tender offer will be subject to customary terms and conditions, including the tender of a majority of the minority of Gulf Indonesia shares. The recommendation of the special committee will be considered at a meeting of the board of directors of Gulf Indonesia to be held shortly. The board of directors of Gulf Indonesia is comprised of 11 directors, 7 of whom are affiliated with Conoco or Conoco Canada. - more - - 2 - JPMorgan and Merrill Lynch & Co. acted as financial advisors to Conoco and Conoco Canada in connection with this transaction. Gulf Indonesia Resources Limited, headquartered in Jakarta, Indonesia, is an upstream oil and gas company that is traded publicly on the New York Stock Exchange under the ticker symbol GRL. Conoco Canada Resources Limited is a Canadian based exploration and production company with primary operations in Western Canada, Indonesia, the Netherlands and Ecuador. Conoco Inc. is a major, integrated energy company active in more than 40 countries. Investors and stockholders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer referred to in this press release if and when they become available, because they will contain important information. The tender offer statement will be filed by Conoco and Conoco Canada with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement will be filed by Gulf Indonesia with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Conoco, Conoco Canada and Gulf Indonesia at the SEC's web site at http://www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to Conoco Investor Relations at 600 N. Dairy Ashford, Houston, Texas, 77079. The solicitation/recommendation statement and such other documents may be obtained for free by directing such requests to Gulf Indonesia Investor Relations at 21st Floor, Wisma 46 - Kota BNI Jalan Jenderal Sudirman Kavling 1 Jakarta, Indonesia 10220. CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this press release include statements about the proposed acquisition of Gulf Indonesia common shares. These statements are not guarantees of future performance, involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. - more - - 3 - CONTACTS FOR CONOCO CANADA CONTACTS FOR GULF INDONESIA Investors: Glen Valk Joele Frank / Jeremy Jacobs Gulf Indonesia Joele Frank, Wilkinson Brimmer Katcher +62 21 575-4146 (212) 355-4449 Media: James Brown Peter Hunt Gulf Indonesia Conoco Canada +65 9782-3323 (403) 233-3040 # # # -----END PRIVACY-ENHANCED MESSAGE-----