Conoco Canada Resources Limited — Merger & Acquisition 2002

Jul 23, 2002

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Amendment No. 3 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. 6 to SCHEDULE 13D

under the Securities Exchange Act of 1934

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Gulf Indonesia Resources Limited

(Name of Subject Company (issuer))

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Conoco Canada Resources Limited Conoco Inc.

(Names of Filing Persons (offerors))

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Gulf Indonesia Resources Limited

(Name of Filing Person (subject company in a 13e-3 transaction))

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Common Shares

(Title of Class of Securities)

402284103

(CUSIP Number of Class of Securities)

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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 22, 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:

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[X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4.

[X] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

CUSIP	No. 402284103	No. 402284103	No. 402284103
1	Names of Reporting Persons 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 (See Instructions) (a)G (b) G
3	SEC Use Only
4	Source of Funds (See Instructions) BK, OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) G
6	Citizenship or Place of Organization Conoco Inc. - Delaware Conoco Canada Resources Limited - Nova Scotia
	Number of Shares Beneficially Owned by Each Reporting Person with	7	Sole Voting Power 0
		8	Shared Voting Power 81,609,400
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 81,609,400
11	Aggregate Amount Beneficially Owned by Each Reporting Person 81,609,400
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) G
13	Percent of Class Represented by Amount in Row (11) 92.7%
14	Type of Reporting Person (See Instructions) CO

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This Amendment (this “Amendment”) is Amendment Number 3 to the Tender Offer Statement on Schedule TO initially filed on June 12, 2002 (as amended on July 3, 2002 and July 15, 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 6 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 and July 15, 2002.

Item 4. Terms of the Transaction; Item. 6. Purpose of the Transaction and Plans and Proposal; Item 8. Interest in Securities of the Subject Company

Item 4, Item 6, Item 8 are hereby amended by adding thereto the following:

The initial offering period in respect of the Offer expired at 6:00 p.m., New York time, on Friday, July 19, 2002. Based upon information provided by The Bank of New York, the depositary for the Offer (the “Depositary”), a total of 17,959,400 Shares were tendered during the initial offering period and not properly withdrawn. Conoco Canada has accepted all such Shares for payment.

Conoco Canada has commenced a subsequent offering period with respect to the Offer, which expires at 6:00 p.m. New York time on July 30, 2002 (the “Subsequent Offering Period Expiration Date”), unless extended. During the subsequent offering period, Conoco Canada will immediately accept for payment and promptly pay for Shares as they are tendered. Shareholders of Gulf Indonesia who tender their Shares during the subsequent offering period will receive the same U.S.$13.25 per Share cash consideration paid to shareholders who tendered during the initial offering period.

Shareholders who tender their Shares during the subsequent offering period may withdraw those Shares at any time prior to the Subsequent Offering Period Expiration Date. Withdrawals will only be effective if the withdrawing shareholder delivers to the Depositary, concurrently with its notice of withdrawal, a certified check in the name of Conoco Canada in an amount equal to the aggregate Offer price in respect of the withdrawn Shares and otherwise follows the procedures for withdrawal set forth in Conoco Canada’s Notice of Subsequent Offering Period, which is attached hereto as Exhibit (a)(1)(N) and incorporated herein by reference. Shareholders who tendered Shares during the initial offering period may no longer withdraw those Shares.

Item 12. Exhibits

Item 12 is hereby amended by adding thereto the following:

• (a)(1)(M) Press release issued by Conoco Canada and Gulf Indonesia, dated July 22, 2002.

• (a)(1)(N) Notice of Subsequent Offering Period, dated July 19, 2002.

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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 C. Warwick Name: Paul C. Warwick Title: President and Chief Executive Officer

Dated: July 22, 2002

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	Exhibit Index
Exhibit No.	Description
(a)(1)(M)	Press release issued by Conoco Canada and Gulf Indonesia, dated July
	22, 2002.
(a)(1)(N)	Notice of Subsequent Offering Period, dated July 19, 2002.

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