8-K 1 h98917e8vk.txt CONOCO INC - DATE OF REPORT: AUGUST 9, 2002 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): AUGUST 9, 2002 CONOCO INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14521 51-0370352 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.)

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 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 -- Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 -- Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.3 -- Press release dated August 9, 2002

ITEM 9. REGULATION FD DISCLOSURE On August 9, 2002, each of Archie W. Dunham, the principal executive officer of Conoco Inc., and Robert W. Goldman, the principal financial officer of Conoco Inc., submitted to the SEC sworn statements pursuant to SEC Order No. 4-460. Such statements, together with the related press release of Conoco issued on August 9, 2002, are furnished herewith as Exhibits 99.1, 99.2 and 99.3. 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. CONOCO INC. By: /s/ Robert W. Goldman ---------------------------------------- Name: Robert W. Goldman Title: Senior Vice President, Finance, and Chief Financial Officer Date: August 9, 2002 EXHIBIT INDEX

CONOCO INC /DE 8-K