-----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, NRbdz5bBraJ/3o60zvYS29asK3HM+0kknEuKYU8l0VB7Ff5rGlkyPv3UEb4dn7cF eawe9qTjwt+MfbX3v42fnA== 0000950157-02-000524.txt : 20020722 0000950157-02-000524.hdr.sgml : 20020722 20020722160837 ACCESSION NUMBER: 0000950157-02-000524 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020722 GROUP MEMBERS: CONOCO CANADA RESOURCES LIMITED GROUP MEMBERS: CONOCO INC. GROUP MEMBERS: GULF INDONESIA RESOURCES LIMITED 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50360 FILM NUMBER: 02707844 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 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: 02707845 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 TO-T/A BUSINESS ADDRESS: STREET 1: 1600 401 9TH AVE S. W. STREET 2: CALGARY CITY: ALBERTA STATE: A0 ZIP: T2P 3C5 BUSINESS PHONE: 403-233-4000 MAIL ADDRESS: STREET 1: 1600 401 9TH AVE S. W. STREET 2: CALGARY CITY: ALBERTA STATE: A0 ZIP: T2P 3C5 FORMER COMPANY: FORMER CONFORMED NAME: GULF CANADA LTD DATE OF NAME CHANGE: 19851105 FORMER COMPANY: FORMER CONFORMED NAME: GULF CANADA ENTERPRISES LTD DATE OF NAME CHANGE: 19860110 FORMER COMPANY: FORMER CONFORMED NAME: GULF CANADA CORP DATE OF NAME CHANGE: 19870716 SC TO-T/A 1 scto.txt AMENDMENT NO. 3 TO SCHEDULE TO ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Amendment No. 3 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 and Amendment No. 6 to SCHEDULE 13D under the Securities Exchange Act of 1934 ---------------------- GULF INDONESIA RESOURCES LIMITED (Name of Subject Company (issuer)) ---------------------- CONOCO CANADA RESOURCES LIMITED CONOCO INC. (Names of Filing Persons (offerors)) ---------------------- GULF INDONESIA RESOURCES LIMITED (Name of Filing Person (subject company in a 13e-3 transaction)) ---------------------- COMMON SHARES (Title of Class of Securities) 402284103 (CUSIP Number of Class of Securities) ---------------------- Wayne C. Byers, Esq. Senior Counsel Conoco Inc. 600 North Dairy Ashford Road Houston, TX 77079 (281) 293-1000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) With a copy to: Richard Hall, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 --------------------- July 22, 2002 ---------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer [ ] issuer tender offer subject subject to Rule 14d-1. to Rule 13e-4. [X] going-private transaction [X] amendment to Schedule 13D subject to Rule 13e-3. under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ============================================================================= 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 BOX 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 - Nova Scotia _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 81,609,400 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 81,609,400 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,609,400 _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.7% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _______________________________________________________________________________ * See Instructions This Amendment (this "Amendment") is Amendment Number 3 to the Tender Offer Statement on Schedule TO initially filed on June 12, 2002 (as amended on July 3, 2002 and July 15, 2002) by Conoco Inc., a Delaware corporation ("Conoco"), Conoco Canada Resources Limited, a Nova Scotia corporation and a wholly-owned subsidiary of Conoco ("Conoco Canada"), and Gulf Indonesia Resources Limited, a New Brunswick corporation ("Gulf Indonesia"), relating to the offer by Conoco Canada to purchase all the outstanding common shares, par value U.S.$0.01 per share (the "Shares"), of Gulf Indonesia not owned by Conoco Canada, at a purchase price of U.S.$13.25 per Share, net to the seller in cash, without interest thereon (the "Offer"). This Amendment also constitutes Amendment Number 6 to the Schedule 13D of Conoco and Conoco Canada filed with the Securities and Exchange Commission on July 26, 2001, as amended on May 28, 2002, June 10, 2002, June 12, 2002, July 3, 2002 and July 15, 2002. ITEM 4. TERMS OF THE TRANSACTION; ITEM. 6. PURPOSE OF THE TRANSACTION AND PLANS AND PROPOSAL; ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 4, Item 6, Item 8 are hereby amended by adding thereto the following: The initial offering period in respect of the Offer expired at 6:00 p.m., New York time, on Friday, July 19, 2002. Based upon information provided by The Bank of New York, the depositary for the Offer (the "Depositary"), a total of 17,959,400 Shares were tendered during the initial offering period and not properly withdrawn. Conoco Canada has accepted all such Shares for payment. Conoco Canada has commenced a subsequent offering period with respect to the Offer, which expires at 6:00 p.m. New York time on July 30, 2002 (the "Subsequent Offering Period Expiration Date"), unless extended. During the subsequent offering period, Conoco Canada will immediately accept for payment and promptly pay for Shares as they are tendered. Shareholders of Gulf Indonesia who tender their Shares during the subsequent offering period will receive the same U.S.$13.25 per Share cash consideration paid to shareholders who tendered during the initial offering period. Shareholders who tender their Shares during the subsequent offering period may withdraw those Shares at any time prior to the Subsequent Offering Period Expiration Date. Withdrawals will only be effective if the withdrawing shareholder delivers to the Depositary, concurrently with its notice of withdrawal, a certified check in the name of Conoco Canada in an amount equal to the aggregate Offer price in respect of the withdrawn Shares and otherwise follows the procedures for withdrawal set forth in Conoco Canada's Notice of Subsequent Offering Period, which is attached hereto as Exhibit (a)(1)(N) and incorporated herein by reference. Shareholders who tendered Shares during the initial offering period may no longer withdraw those Shares. ITEM 12. EXHIBITS Item 12 is hereby amended by adding thereto the following: (a)(1)(M) Press release issued by Conoco Canada and Gulf Indonesia, dated July 22, 2002. (a)(1)(N) Notice of Subsequent Offering Period, dated July 19, 2002. 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. SCHEDULE TO/A, SCHEDULE 13D/A and SCHEDULE 13E-3/A Conoco Inc. by /s/ S. L. Cornelius --------------------------------------- Name: S. L. Cornelius Title: Vice President and Treasurer Conoco Canada Resources Limited by /s/ Murray E. Hesje --------------------------------------- Name: Murray E. Hesje Title: Senior Vice President SCHEDULE 13E-3/A Gulf Indonesia Resources Limited by /s/ Paul C. Warwick --------------------------------------- Name: Paul C. Warwick Title: President and Chief Executive Officer Dated: July 22, 2002 Exhibit Index Exhibit No. Description - ----------- ----------- (a)(1)(M) Press release issued by Conoco Canada and Gulf Indonesia, dated July 22, 2002. (a)(1)(N) Notice of Subsequent Offering Period, dated July 19, 2002. EX-99.A.1.M 3 press.txt PRESS RELEASE EXHIBIT (a)(1)(M) FOR IMMEDIATE RELEASE CONOCO CANADA ACCEPTS SHARES TENDERED IN TENDER OFFER FOR GULF INDONESIA; ANNOUNCES SUBSEQUENT OFFERING PERIOD Calgary, Canada and Jakarta, Indonesia, July 22, 2002 - Conoco Canada Resources Limited, a wholly owned subsidiary of Conoco Inc. (NYSE: COC), and Gulf Indonesia Resources Limited (NYSE: GRL) announced today that the initial offering period of Conoco Canada's tender offer (the "Offer") for all the outstanding shares of Gulf Indonesia not owned by Conoco Canada expired at 6:00 p.m. New York time on July 19, 2002. Conoco Canada has accepted for payment all shares validly tendered during the initial offering period and not properly withdrawn. Shareholders who validly tendered their shares during the initial offering period will receive the Offer price of U.S.$13.25 per share in cash promptly. Prior to the expiration of the initial offering period, 17,959,400 shares of Gulf Indonesia were tendered in the Offer and not properly withdrawn, including 1,430,297 shares of Gulf Indonesia tendered pursuant to notices of guaranteed delivery. This represents approximately 73.5% of the total number of outstanding shares of Gulf Indonesia not owned by Conoco Canada. Conoco Canada has also announced that it has commenced a subsequent offering period with respect to its Offer, which expires at 6:00 p.m. New York time on July 30, 2002 (the "Expiration Time"), unless extended. During the subsequent offering period Conoco Canada will immediately accept for payment and promptly pay for shares of Gulf Indonesia as they are tendered. Shareholders of Gulf Indonesia who tender their shares during the subsequent offering period will receive the same U.S.$13.25 per share cash consideration paid to shareholders who tendered during the initial offering period. As previously announced, Conoco Canada intends to complete a second-step transaction in which it will acquire all remaining Gulf Indonesia shares not tendered in the Offer at the same cash price paid in the Offer. Because Conoco Canada has already received valid tenders of more than 50% of the outstanding shares of Gulf Indonesia not owned by Conoco Canada, Conoco Canada's ability to complete a second-step transaction is assured. Conoco Canada is providing a subsequent offering period to permit holders of shares of Gulf Indonesia who have not yet tendered their shares to participate in the Offer and receive payment in an expedited manner. If Conoco Canada is unable to acquire in the Offer (including the subsequent offering period) not less than 90% of the shares of Gulf Indonesia not already owned by Conoco Canada, the second-step transaction is expected to occur 60 to 90 days after the Expiration Time. If Conoco Canada acquires in the Offer (including the subsequent offering period) not less than 90% of the shares of Gulf Indonesia not already owned by Conoco Canada, the second-step transaction will be in the form of a compulsory acquisition and is expected to occur very shortly after the Expiration Time. In either case, holders of shares of Gulf Indonesia who do not tender their shares will receive the same U.S.$13.25 per share, without interest, in the second-step transaction unless they exercise dissent rights. - more - Shareholders who tender their shares during the subsequent offering period may withdraw those shares at any time prior to the Expiration Time. Withdrawals will only be effective if the withdrawing shareholder delivers to the depositary for the Offer, concurrently with its notice of withdrawal, a certified check in the name of Conoco Canada in an amount equal to the aggregate Offer price in respect of the withdrawn shares and otherwise follows the procedures for withdrawal set forth in Conoco Canada's Notice of Subsequent Offering Period, which will be mailed today to registered shareholders of Gulf Indonesia who did not tender their shares in the initial offering period. A copy of this notice will also be filed by Conoco Canada today with the U.S. Securities and Exchange Commission and will thereafter be available electronically at http://www.sec.gov. JPMorgan and Merrill Lynch & Co. are acting as dealer-managers to Conoco and Conoco Canada in connection with this transaction. In addition, Innisfree M&A Incorporated is acting as information agent 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. 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 James Brown Media: Gulf Indonesia Peter Hunt +65 9782-3323 Conoco Canada (403) 233-3040 # # # EX-99.A.1.N 4 offer.txt OFFER TO PURCHASE EXHIBIT (a)(1)(N) This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment advisor, stockbroker, lawyer or other professional advisor. CONOCO CANADA RESOURCES LIMITED a wholly-owned subsidiary of CONOCO INC. NOTICE OF SUBSEQUENT OFFERING PERIOD of the OFFER TO PURCHASE All of the Common Shares of GULF INDONESIA RESOURCES LIMITED for U.S.$13.25 CASH FOR EACH COMMON SHARE This is a notice (this "Notice") of a subsequent offering period to the offer made on June 12, 2002 by Conoco Canada Resources Limited ("Conoco Canada"), a wholly-owned subsidiary of Conoco Inc. ("Conoco"), to purchase all of the outstanding common shares, par value U.S.$0.01 per share (the "Shares"), of Gulf Indonesia Resources Limited ("Gulf Indonesia") for U.S.$13.25 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), on the terms and subject to the conditions set forth in the Offer to Purchase dated June 12, 2002, as amended (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal") (which, together with any amendments or supplements thereto, constitute the "Offer"). Capitalized terms used but not defined in this Notice have the respective meanings set forth in the Offer. - ----------------------------------------------------------------------------- THE INITIAL OFFERING PERIOD HAS EXPIRED AND ALL SHARES VALIDLY TENDERED IN THE OFFER AND NOT PROPERLY WITHDRAWN AT 6:00 P.M. NEW YORK TIME ON JULY 19, 2002 HAVE BEEN ACCEPTED BY CONOCO CANADA FOR PAYMENT. THE SUBSEQUENT OFFERING PERIOD BEGINS AS OF 6:00 P.M. NEW YORK TIME ON JULY 19, 2002 AND EXPIRES AT 6:00 P.M. NEW YORK TIME ON JULY 30, 2002, UNLESS EXTENDED. - ----------------------------------------------------------------------------- Shareholders who wish to accept the Offer may do so by properly completing and executing the Letter of Transmittal that accompanied the Offer to Purchase and depositing the same, together with certificates representing their Shares, in accordance with the instructions in the Letter of Transmittal and the Offer to Purchase. Shareholders may also accept the Offer by following the procedures for book-entry transfer set forth under "THE OFFER - Acceptance for Payment and Payment for Shares" and "THE OFFER - Procedure for Tendering Shares" in the Offer to Purchase. Alternatively, shareholders may follow the procedures for guaranteed delivery set forth under "THE OFFER - Procedure for Tendering Shares" in the Offer to Purchase. Shareholders whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such registered holder for assistance if they wish to accept the Offer. Questions and requests for assistance may be directed to the Dealer Managers or the Information Agent and additional copies of this Notice, the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Depositary or the Information Agent at their respective offices shown on the back cover of this Notice. Neither the Securities and Exchange Commission nor any U.S. state or Canadian provincial securities commission has approved or disapproved of the Offer or any transaction described in this Notice or in the Offer to Purchase or passed upon the fairness or merits of the Offer or the transactions described in this Notice or in the Offer to Purchase or upon the accuracy or adequacy of the information contained in this Notice or the Offer to Purchase. Any representation to the contrary is a criminal offense in the United States. - 2 - The Dealer Managers for the Offer are: Logo of J.P. Morgan Securities Inc. Logo of Merrill Lynch & Co. July 19, 2002 Copies of this Notice, the Offer to Purchase and the Letter of Transmittal or other materials related to the Offer must not be mailed to or otherwise distributed or sent in, into or from any country where such distribution or offering would require any additional measures to be taken or would be in conflict with any law or regulation of such country or any political subdivision thereof. This Notice, the Offer to Purchase and the Letter of Transmittal may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorized or is unlawful. However, Conoco Canada or Conoco Canada's agents may, in Conoco Canada's or such agents' sole discretion, take such actions as may be deemed necessary to lawfully extend the Offer to holders of shares in such jurisdiction. NOTICE OF SUBSEQUENT OFFERING PERIOD TO: THE HOLDERS OF COMMON SHARES OF GULF INDONESIA RESOURCES LIMITED By this Notice, Conoco Canada is providing for a subsequent offering period during which the Offer is open for acceptance and shareholders of Gulf Indonesia who did not accept the Offer during the initial offering period may tender their Shares into the Offer. Except as otherwise set forth in this Notice, the information, terms and conditions in the Offer to Purchase and the Letter of Transmittal continue to be applicable in all respects and this Notice should be read in conjunction therewith. 1. SUBSEQUENT OFFERING PERIOD Conoco Canada has announced it is providing for a subsequent offering period during which the Offer is open for acceptance from 6:00 p.m. New York time on July 19, 2002 until 6:00 p.m. New York time on July 30, 2002. The term "Subsequent Offering Period Expiration Date" shall mean 6:00 p.m. New York time on July 30, 2002, unless extended. Shareholders tendering Shares during the subsequent offering period will receive the same per Share U.S.$13.25 Offer Price paid in the initial offering period. 2. REASONS FOR SUBSEQUENT OFFERING PERIOD On July 19, 2002, Conoco Canada accepted for payment all Shares validly tendered during the initial offering period. The initial offering period expired at 6:00 p.m. New York time on July 19, 2002. During the initial offering period, 17,959,400 Shares were tendered in the Offer, representing approximately 73.5% of the Shares not owned by Conoco Canada. These Shares are sufficient for Conoco Canada to satisfy the Minimum Tender Condition for the Offer. As Conoco Canada has attained the Minimum Tender Condition, it is obligated pursuant to the Support Agreement to use its best efforts to execute either a Compulsory Acquisition or a Statutory Transaction. As the Minimum Tender Condition has been satisfied, Conoco Canada's ability to execute a Second-Step Acquisition is assured. Conoco Canada is providing a subsequent offering period in order to permit holders of Shares who have not yet tendered their Shares to participate in the Offer and receive payment for their Shares in an expedited manner. In the event that Conoco Canada is unable to acquire in the Offer (including the subsequent offering period) not less than 90% of the Shares not already owned by Conoco Canada, its affiliates or its associates, Conoco Canada intends to acquire the remaining Shares through a Statutory Transaction, which Conoco Canada expects would occur 60 to 90 days following the Subsequent Offering Period Expiration Date. In the event that Conoco Canada is able to acquire in the Offer (including the subsequent offering period) not less than 90% of the Shares not already owned by Conoco Canada, its affiliates or its associates, Conoco Canada intends to acquire the remaining Shares using the compulsory acquisition provisions of Section 133 of the BUSINESS CORPORATIONS ACT (New Brunswick), which Conoco Canada expects would occur shortly following the Subsequent Offering Period Expiration Date. In either case, a holder of Shares who does not tender its Shares pursuant to the Offer will receive U.S.$13.25 per Share in cash, without interest thereon, unless such holder validly exercises appraisal and dissent rights, in which case the consideration to such holder will be determined in the manner described under "THE SECOND-STEP ACQUISITION" in the Offer to Purchase and which may be greater or less than U.S.$13.25 per Share. 3. PROCEDURE FOR TENDERING SHARES IN THE SUBSEQUENT OFFERING PERIOD; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES Shares which have not already been tendered in the Offer may be tendered to the Depositary at one of the addresses listed on the back cover of this Notice at or prior to the Subsequent Offering Period Expiration Date, - 2 - pursuant the procedures set forth under "THE OFFER - Procedure for Tendering Shares" in the Offer to Purchase and in the Letter of Transmittal. Conoco Canada will immediately accept for payment and promptly pay for all Shares tendered during the subsequent offering period. 4. WITHDRAWAL OF SHARES TENDERED IN THE OFFER Conoco Canada has taken up, accepted for payment and instructed the Depositary to pay for all Shares validly tendered and not properly withdrawn prior to 6:00 p.m. New York time on July 19, 2002 and, accordingly, Shares so tendered cannot be withdrawn. Withdrawal rights are available to shareholders who tender their Shares during the subsequent offering period. For a withdrawal to be effective, a written notice of withdrawal must be received by the Depositary at one of its addresses set forth on the back cover of this Notice not later than the Subsequent Offering Period Expiration Date. Any such notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number or amount of Shares to be withdrawn and the names in which the certificate(s) evidencing the Shares to be withdrawn are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry tender as set forth under "THE OFFER - Procedure for Tendering Shares" in the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares to be withdrawn must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates. IN ORDER TO BE EFFECTIVE, A NOTICE OF WITHDRAWAL MUST BE ACCOMPANIED BY A CERTIFIED CHECK IN THE NAME OF CONOCO CANADA IN AN AMOUNT EQUAL TO THE AGGREGATE OFFER PRICE IN RESPECT OF THE SHARES WITHDRAWN. Canadian provincial securities law provides additional rights of withdrawal in certain circumstances when a Notice of Change or a Notice of Variation is delivered. In the event any such notice is delivered, any accompanying rights of withdrawal will be discussed in such notice. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Conoco Canada, in its sole discretion, which determination shall be final and binding. None of Conoco, Conoco Canada, the Depositary, the Information Agent, the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described under "THE OFFER - Procedure for Tendering Shares" in the Offer to Purchase at any time prior to the Subsequent Offering Period Expiration Date. If Conoco Canada extends the subsequent offering period, is delayed in its acceptance for payment of Shares, or is unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to Conoco Canada's rights under the Offer, the Depositary may, nevertheless, on Conoco Canada's behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as set forth in this Section. Any such delay will be accompanied by an extension of the Offer to the extent required by law. - 3 - 5. STATUTORY RIGHTS Securities legislation in certain of the provinces and territories of Canada provides shareholders of Gulf Indonesia with, in addition to any other rights they may have at law, rights of rescission or to damages or both, if there is a misrepresentation in the Offer to Purchase or notice that is required to be delivered to such shareholders, such as this Notice. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer. APPROVAL AND CERTIFICATE Dated: July 19, 2002 The contents of this Notice have been approved, and the sending thereof to the holders of common shares of Gulf Indonesia Resources Limited has been authorized, by the board of directors of Conoco Canada Resources Limited. This Notice contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, this Notice does not contain any misrepresentation likely to affect the value or the market price of the securities subject to the bid. CONOCO CANADA RESOURCES LIMITED /s/ Henry W. Sykes /s/ Murray E. Hesje - -------------------------------------- ------------------------------------- Henry W. Sykes Murray E. Hesje President (as Chief Executive Officer) Senior Vice-President Finance (as Chief Financial Officer) On behalf of the Board of Directors /s/ Robert E. McKee /s/ H. Earl Joudrie - -------------------------------------- ------------------------------------- Robert E. McKee H. Earl Joudrie Director Director - 4 - The Depositary for the Offer is: THE BANK OF NEW YORK REORGANIZATION SERVICES BY MAIL: BY FACSIMILE: BY HAND P.O. Box 11248 (973) 247-4077 OR OVERNIGHT DELIVERY: Church Street Station For confirmation telephone: One Wall Street New York, NY 10286-1248 (973) 247-4075 Third Floor New York, NY 10286 The Information Agent for the Offer is: [logo of Innisfree M&A Incorporated] 501 Madison Avenue, 20th Floor New York, New York 10022 Bankers and Brokers Call Collect: (212) 750-5833 All Others Call Toll-Free: (888) 750-5834 The Dealer Managers for the Offer are: [logo of J.P. Morgan Securities Inc.] [logo of Merrill Lynch & Co.] 277 Park Avenue, 9th Floor Bow Valley Square IV New York, New York 10172 Suite 1650, 250-6th Avenue S.W. Toll Free: (866) 262-0777 Canada T2P 3H7 Telephone: (212) 622-2624 Telephone: (403) 231-7318 -----END PRIVACY-ENHANCED MESSAGE-----