-----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, J1G2Rl2HwyuxQoRPy595zu5OZbGjMA4cuenof2GvCCo7sIWnjArJ3PEm1yn7ymBy nnnl/EllseO2TIKJ5v4Miw== 0000950157-02-000547.txt : 20020731 0000950157-02-000547.hdr.sgml : 20020731 20020731154652 ACCESSION NUMBER: 0000950157-02-000547 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020731 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50360 FILM NUMBER: 02716153 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 13E3/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 13E3/A 1 sc13e3a.txt AMENDMENT NO. 4 ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Amendment No. 4 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. 7 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 31, 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: [X] ============================================================================= 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 88,068,167 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 88,068,167 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,068,167 _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _______________________________________________________________________________ *SEE INSTRUCTIONS This Amendment (this "Amendment") is the final amendment to the Tender Offer Statement on Schedule TO initially filed on June 12, 2002 (as amended on July 3, 2002, July 15, 2002 and July 22, 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 7 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, July 15, 2002 and July 22, 2002. ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS AND PROPOSALS; ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 and Item 8 are hereby amended by adding thereto the following: The subsequent offering period in respect of the Offer expired at 6:00 p.m., New York time, on Tuesday, July 30, 2002. A total of 6,117,210 Shares were tendered during the subsequent offering period and not properly withdrawn. The Shares tendered during the subsequent offering period, together with the Shares purchased by Conoco Canada following the initial offering period, represent 97.1% of the total number of outstanding Shares not owned by Conoco Canada. All remaining Shares not tendered in the Offer have been acquired by Conoco Canada pursuant to a compulsory acquisition under the laws of New Brunswick, Canada. As a result of the compulsory acquisition, Gulf Indonesia is now a wholly owned subsidiary of Conoco Canada. ITEM 12. EXHIBITS Item 12 is hereby amended by adding thereto the following: (a)(1)(O) Press release issued by Conoco Canada and Gulf Indonesia, dated July 31, 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 Warwick --------------------------------------- Name: Paul Warwick Title: President and Chief Executive Officer Dated: July 31, 2002 Exhibit Index Exhibit No. Description - ----------- ----------- (a)(1)(O) Press release issued by Conoco Canada and Gulf Indonesia, dated July 31, 2002. EX-99.A.1.O 3 press.txt PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- CONOCO CANADA COMPLETES TENDER OFFER FOR GULF INDONESIA; ANNOUNCES EXPIRATION OF SUBSEQUENT OFFERING PERIOD Calgary, Canada and Jakarta, Indonesia, July 31, 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 subsequent 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 30, 2002. During the subsequent offering period, 6,117,210 shares of Gulf Indonesia were tendered in the Offer and not properly withdrawn. The shares tendered during the subsequent offering period, together with the Gulf Indonesia shares purchased by Conoco Canada following the initial offering period, represent 97.1% of the total number of outstanding shares of Gulf Indonesia not owned by Conoco Canada. Shareholders of Gulf Indonesia who tendered their shares during the subsequent offering period received the same U.S.$13.25 per share cash consideration paid to shareholders who tendered during the initial offering period. All remaining shares of Gulf Indonesia not tendered into the Offer will be promptly acquired by Conoco Canada pursuant to a compulsory acquisition effected under the laws of New Brunswick, Canada. As a result of the compulsory acquisition, Gulf Indonesia will become a wholly owned subsidiary of Conoco Canada. Holders of shares of Gulf Indonesia who have not tendered their shares in the Offer will receive the same U.S.$13.25 per share in cash in the compulsory acquisition unless they exercise dissent rights. 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. 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. -more- 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 Caroline Churchill +65 9782-3323 Conoco (281) 293-4290 # # # -----END PRIVACY-ENHANCED MESSAGE-----