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Filed by Conoco Inc.
pursuant to Rule 425
under the Securities
Act of 1933
Subject Company: ConocoPhillips
Registration No.: 333-74798
Set forth below are questions and answers relating to the proposed merger
between Conoco Inc. and Phillips Petroleum Company that have been posted on
the Conoco intranet website.
Q -- Must I sign and return the proxy card? Will an unsigned or unreturned
proxy card be voted for the merger?
A -- Except for the Conoco Thrift Plan, the Conoco Stock Ownership Plan for UK
employees and the Conoco Canada Employees Share Ownership Program, UNSIGNED or
UNRETURNED proxy cards will NOT BE VOTED FOR the merger. It is, therefore,
very important that every shareholder sign, date and return his or her proxy
card(s) as soon as possible.
The following summarizes a list of scenarios and voting procedures by type of
account, including a Conoco Thrift Plan, the Conoco Stock Ownership Plan for
UK employees and the Conoco Canada Employees Share Ownership Program:
1. If a Conoco employee holds shares directly or in a brokerage account
in the United States, United Kingdom or Canada:
(a) A signed returned card indicating a vote for, against or an
abstention from voting, will be voted accordingly;
(b) A signed returned card with no indication will be voted FOR;
(c) An unsigned returned card will not be voted, which will have
the same effect as if it were voted AGAINST; and
(d) An unreturned card will not be voted, which would have the same
effect as if it were voted AGAINST.
2. However, only for shares that a Conoco employee holds in a CONOCO
THRIFT PLAN, the CONOCO STOCK OWNERSHIP PLAN for UK employees or the
CONOCO CANADA EMPLOYEES SHARE OWNERSHIP PROGRAM:
(a) A signed returned card indicating a vote for, against or an
abstention from voting, will be voted accordingly;
(b) A signed returned card with no indication will be voted FOR;
(c) An unsigned returned card will be voted AT THE DISCRETION OF
THE TRUSTEE; and
(d) An unreturned card will be voted AT THE DISCRETION OF
THE TRUSTEE.
Elizabeth Cook, senior counsel, corporate group
Q -- What is the status of the lawsuits contesting the ConocoPhillips merger?
A -- The lawsuits pending in the Court of Chancery of the State of Delaware
were recently consolidated into one action, and the defendants have been given
an extension within which to answer or respond.
Russell Howell, corporate counsel, EP-USSA-Legal
Q -- Will there be a new corporate logo for ConocoPhillips?
A -- Yes. A new corporate logo is in development and will be unveiled at the
time the merger is completed.
Jeanne Forbis, manager, Corporate Communications
Sondra Fowler, manager, Corporate Public Affairs
* * *
Q&A on Senior Management Announcement
Q -- How were these senior executives selected for their new roles?
A -- These executives were selected jointly by Conoco CEO Archie Dunham and
Phillips CEO Jim Mulva after extensive reviews of each individual's
qualifications followed by personal interviews of the top management teams of
both companies. The boards of directors of Conoco and Phillips have reviewed
these appointments.
Q -- Will the new top executives play a role in the management of both
companies' businesses before the merger closes in the second half of the year?
A -- No. FTC regulations do not permit the blending of the two companies'
management before the merger closes. However, these senior leaders will play a
role in the integration planning for the merger of Conoco and Phillips.
Q -- What is the next step for those senior executives not selected for
equivalent positions in the new company?
A -- These executives may be considered for other yet-to-be-named roles. In
the interim, they will stay in their current positions until the closing of
the merger and contribute to the transition planning process.
Q -- When will the next round of management be named?
A -- Announcements of several levels of management will be made periodically
over the coming months. It is expected that several layers of management will
be named before the closing of the merger.
Q -- How will the staffing of these levels of management be accomplished?
A -- As each level of management is announced, the newly named managers will
immediately begin the process of identifying and assessing potential
candidates for the next level of positions in their organizations.
* * *
ADDITIONAL INFORMATION
On February 7, 2002, in connection with the proposed Conoco/Phillips merger,
Conoco, Phillips and ConocoPhillips (formerly CorvettePorsche Corp.) filed a
definitive joint proxy statement/prospectus with the Securities and Exchange
Commission (the "SEC") regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER BECAUSE IT CONTAINS
IMPORTANT INFORMATION. The definitive joint proxy statement/prospectus was
sent on February 8, 2002, to stockholders of Conoco and Phillips seeking their
approval of the proposed transaction. Investors and security holders may
obtain a free copy of the definitive joint proxy statement/prospectus and
other documents filed by Conoco with the SEC at the SEC's web site at
www.sec.gov. The definitive joint proxy statement/prospectus and these other
documents may also be obtained for free from Conoco by calling Conoco at
281-293-6800, and through Conoco's web site at www.conoco.com
Conoco and its executive officers and certain other members of management and
employees may be soliciting proxies from its stockholders in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered to be participants in the solicitation of Conoco's
stockholders in connection with the proposed Conoco/Phillips merger is set
forth in Conoco's proxy statement for a special meeting of stockholders, dated
August 8, 2001, and filed with the SEC on August 3, 2001. Additional
information is set forth in the definitive joint proxy statement/prospectus.