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
Date of Report (date of earliest event reported): October 3, 2002
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware 000-49987 01-0562944
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 North Dairy Ashford Road
Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 293-1000
Item 5. Other Events.
On October 3, 2002, ConocoPhillips issued a notice pursuant
to Rule 135c under the Securities Act of 1933 with respect to a
private offering of $400 million of 3.625% Notes due 2007,
$1 billion of 4.75% Notes due 2012 and $600 million of 5.90% Notes
due 2032 fully and unconditionally guaranteed by its wholly owned
subsidiaries Conoco Inc. and Phillips Petroleum Company. Such
notice is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
On October 4, 2002, ConocoPhillips announced certain
information about market and operating conditions experienced by
ConocoPhillips during the third quarter of 2002. The press
release issued by ConocoPhillips is filed as Exhibit 99.2 to this
Current Report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 - Press release issued by ConocoPhillips on
October 3, 2002.
99.2 - Press release issued by ConocoPhillips on
October 4, 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
/s/ Rand C. Berney
-----------------------------------
Rand C. Berney
Vice President and Controller
Date: October 7, 2002
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EXHIBIT INDEX
Exhibit
No. Description
--- -----------
99.1 - Press release issued by ConocoPhillips on October 3, 2002.
99.2 - Press release issued by ConocoPhillips on October 4, 2002.
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