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.