Conocophillips – ‘8-K12G3’ for 8/30/02

On:  Friday, 8/30/02, at 2:55pm ET   ·   For:  8/30/02   ·   Accession #:  898822-2-1082   ·   File #s:  0-49987 (8-K12B), 0-49987, 0-50170 (8-K12B), 0-50170, 1-32395 (8-K12B), 1-32395   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 11/4/02 by the SEC on 12/23/04. ®

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Form 8-K                                               5     21K 
 2: EX-3        Exhibit 3.1 Articles of Incorporation                  9     42K 
 3: EX-3        Exhibit 3.2 Certificate of Designations                6     25K 
 4: EX-3        Exhibit 3.3 By-Laws                                   19     79K 
 5: EX-4        Exhibit 4.1 Rights Agreement                          65    184K 
 6: EX-99       Exhibit 99.1 Press Release                             2     12K 

8-K12G3   —   Form 8-K
Document Table of Contents

8-K12G3
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 -----------------

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934

AUGUST 30, 2002 
 (Date of Earliest Event Reported)

CONOCOPHILLIPS
(Exact name of registrant as specified in its charter)

DELAWARE                                                         01-0562944 
(State or other           (Commission File Number)               (IRS Employer  
 jurisdiction                                                     Identification
of incorporation)                                                      No.)     

600 NORTH DAIRY ASHFORD ROAD
HOUSTON, TEXAS 77079
(Address of principal executive offices, including Zip Code)

(281) 293-1000
(Registrant's telephone number, including area code)

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ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.                             

              On August 30, 2002, Phillips Petroleum Company, a Delaware
corporation ("Phillips") and Conoco Inc., a Delaware corporation ("Conoco"),    
combined their businesses by merging with and into separate acquisition         
subsidiaries of ConocoPhillips, a Delaware corporation ("ConocoPhillips"). As a 
result of the mergers, each of Phillips and Conoco became a wholly-owned        
subsidiary of ConocoPhillips. In the mergers, each share of Phillips common     
stock, par value $1.25 per share, has been converted into one share of          
ConocoPhillips common stock, par value $.01 per share ("ConocoPhillips Common   
Stock"), and each share of Conoco common stock, par value $.01 per share, has   
been converted into 0.4677 of a share of ConocoPhillips Common Stock. Each share
of ConocoPhillips Common Stock has attached to it a preferred stock purchase    
right.                                                                          

                  The issuance of ConocoPhillips Common Stock in the mergers was
registered under the Securities Act of 1933 pursuant to ConocoPhillips'         
registration statement on Form S-4 (File No. 333-74798) (the "Registration      
Statement") filed with the Securities and Exchange Commission (the "SEC") and   
declared effective on February 7, 2002. The Joint Proxy Statement/Prospectus of 
Phillips and Conoco included in the Registration Statement contains additional  
information about this transaction. Pursuant to Rule 12g-3(c) under the         
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the           
ConocoPhillips Common Stock, including the attached preferred stock purchase    
right, is deemed to be registered under Section 12(b) of the Exchange Act. The  
ConocoPhillips Common Stock has been approved for listing on the New York Stock 
Exchange and will trade under the ticker symbol "COP". The description of       
ConocoPhillips Common Stock contained under the caption "Description of New     
Parent Capital Stock" in the Joint Proxy Statement/Prospectus is incorporated by
reference herein.                                                               

              Phillips' common stock and Conoco's common stock were both
registered pursuant to Section 12(b) of the Exchange Act and listed on the New  
York Stock Exchange. Each of Phillips and Conoco is delisting its common stock  
from the New York Stock Exchange and filing a Form 15 with the SEC to terminate 
the registration of its common stock under the Exchange Act.                    

           ConocoPhillips' fiscal year will end on the 31st day of
December in each year.                                                          

             On August 30, 2002, ConocoPhillips issued a press release
announcing the completion of the mergers. A copy of the press release is        
attached hereto as Exhibit 99.1 and incorporated herein by reference.  The      
foregoing description of the press release is qualified in its entirety by      
reference to the full text of Exhibit 99.1.                                     

ITEM 5.       OTHER EVENTS.                                                     

Regulatory Approvals                                                            

                On August 30, 2002, the Federal Trade Commission (the "FTC")
voted to accept for public comment the Agreement Containing Consent Orders,     
including the Decision and Order and the Order to Hold Separate and Maintain    
Assets (collectively, the "FTC Consent Decree") among Phillips, Conoco and the  
FTC.                                                                            

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             The FTC's acceptance of the FTC Consent Decree for public
comment satisfied the final outstanding condition to the obligations of Phillips
and Conoco to consummate the mergers, other than conditions that by their nature
could not be satisfied until the date of the consummation of the mergers.       

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.                                

        The mergers will be reported by ConocoPhillips as an
acquisition of Conoco by Phillips. Pursuant to the instructions to Item 7(a)(4) 
and Item 7(b)(2) of Form 8-K, not later than 60 days after the date that this   
Report was required to be filed, ConocoPhillips intends to file an amendment to 
this Report on Form 8-K/A that will include the audited financial statements of 
the business acquired (Conoco) and the related pro forma financial information  
within 60 days.                                                                 

(C)  Exhibits.                              

                          Exhibit 2.1      Agreement and Plan of Merger, dated
                                       as of November 18, 2001, by and
                                         among Phillips, ConocoPhillips, P
                                       Merger Corp. (formerly known as
                                       Porsche Merger Corp.), C Merger
                                         Corp. (formerly known as Corvette
                                Merger Corp.) and Conoco
                                           (incorporated by reference to Annex
                                       A to the Joint Proxy Statement/
                                        Prospectus in Amendment No. 3 to
                                    ConocoPhillips' Registration
                                      Statement on Form S-4 filed on
                                  February 7, 2002 (File No.
                   333-74798))

              Exhibit 3.1      Restated Certificate of
                                       Incorporation of ConocoPhillips

                     Exhibit 3.2      Certificate of Designations of
                                     Series A Junior Participating
                       Preferred Stock

                Exhibit 3.3      By-Laws of ConocoPhillips

                    Exhibit 4.1      Rights Agreement, dated as of
                              June 30, 2002, between
                                          ConocoPhillips and Mellon Investor
                                          Services LLC, a New Jersey limited
                                          liability company, as rights agent

                          Exhibit 99.1     Press Release dated August 30, 2002

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SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by  
the undersigned hereunto duly authorized.                                       

                CONOCOPHILLIPS

Date:  August 30, 2002                    By:      /s/ RICK A. HARRINGTON       
                                       -----------------------------------
                                     Name:    Rick A. Harrington, Esq.
                                      Title:   Senior Vice President and
                                     General Counsel

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 EXHIBIT INDEX

Exhibit No.                                     Description                     
__________                                      ___________                     

Exhibit 2.1                Agreement and Plan of Merger, dated as of November   
                        18, 2001, by and among Phillips, ConocoPhillips, P
                    Merger Corp. (formerly known as Porsche Merger
                        Corp.), C Merger Corp. (formerly known as Corvette
                         Merger Corp.) and Conoco (incorporated by reference
                           to Annex A to the Joint Proxy Statement/Prospectus in
                     Amendment No. 3 to ConocoPhillips' Registration
                     Statement on Form S-4 filed on February 7, 2002
(File No. 333-74798))     

Exhibit 3.1                Restated Certificate of Incorporation of             
ConocoPhillips            

Exhibit 3.2                Certificate of Designations of Series A Junior       
                     Participating Preferred Stock of ConocoPhillips

Exhibit 3.3                By-Laws of ConocoPhillips                            

Exhibit 4.1                Rights Agreement, dated as of June 30, 2002,         
                         between ConocoPhillips and Mellon Investor Services
                     LLC, a New Jersey limited liability company, as
rights agent              

Exhibit 99.1               Press Release dated August 30, 2002                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
Corrected on:		12/23/04
Changed as of:		11/4/02
Filed on / For Period End:		8/30/02		1		5			8-K/A
		6/30/02		3		5
		2/7/02		2		5			S-4/A
		11/18/01		3		5
									List all Filings

14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  ConocoPhillips                    10-K       12/31/23  164:25M
 8/09/23  ConocoPhillips                    424B2                  2:638K                                   Toppan Merrill/FA
 8/08/23  ConocoPhillips                    424B5                  1:584K                                   Toppan Merrill/FA
 8/03/23  ConocoPhillips                    S-3ASR      8/03/23    9:768K                                   Toppan Merrill/FA
 5/19/23  ConocoPhillips                    S-8         5/19/23    5:78K                                    Toppan Merrill/FA
 5/19/23  ConocoPhillips                    S-8 POS     5/19/23    4:75K                                    Toppan Merrill/FA
 5/10/23  ConocoPhillips                    424B2                  2:573K                                   Toppan Merrill/FA
 5/09/23  ConocoPhillips                    424B5                  1:543K                                   Toppan Merrill/FA
 2/16/23  ConocoPhillips                    10-K       12/31/22  158:28M
 2/24/22  ConocoPhillips                    424B2                  2:711K                                   Toppan Merrill/FA
 2/22/22  ConocoPhillips                    424B5                  1:636K                                   Toppan Merrill/FA
 2/17/22  ConocoPhillips                    10-K       12/31/21  171:23M                                    Certent, Inc./FA
 2/16/21  ConocoPhillips                    10-K       12/31/20  173:24M                                    Certent, Inc./FA
 8/05/20  ConocoPhillips                    S-3ASR      8/05/20    7:765K                                   Toppan Merrill/FA