posasr
As
filed with the Securities and Exchange Commission on October 13, 2006
Registration Nos. 333-133035
333-133035-01
333-133035-02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ConocoPhillips
ConocoPhillips Company
ConocoPhillips Australia Funding Company
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Delaware
Delaware
Delaware
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01-0562944
73-0400345
13-4323698 |
(Exact name of each registrant
as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number) |
600 North Dairy Ashford
Houston, Texas 77079
(281) 293-1000
(Address, including zip code, and telephone number,
including area code, of each registrant’s principal executive offices)
Stephen F. Gates
Senior Vice President, Legal,
and General Counsel
ConocoPhillips
600 North Dairy Ashford
Houston, Texas 77079
(281) 293-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Tull R. Florey
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are to be offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
TERMINATION OF OFFERING
Pursuant to a Registration Statement on Form S-3 (Registration Nos. 333-133035, 333-133035-01
and 333-133035-02) (the “Registration Statement”), (a) ConocoPhillips registered the offering of
its senior debt securities and its guarantees of the senior debt securities of ConocoPhillips
Australia Funding Company (“Funding”); (b) Funding registered the offering of its senior debt
securities; and (c) ConocoPhillips Company (“CPCo”) registered the offering of its guarantees of
the senior debt securities of ConocoPhillips and its guarantees of the senior debt securities of
Funding (collectively, the “Securities”). The Registration Statement was filed with the Securities
and Exchange Commission on April 6, 2006 and became effective upon filing.
On April 11, 2006, ConocoPhillips issued $1,000,000,000 aggregate principal amount of Floating
Rate Notes due April 11, 2007 fully and unconditionally guaranteed by CPCo, and Funding issued
$1,250,000,000 aggregate principal amount of Floating Rate Notes due April 9, 2009 and $750,000,000
aggregate principal amount of 5.50% Notes due 2013, each fully and unconditionally guaranteed by
ConocoPhillips and CPCo.
Subsequent to such issuances, ConocoPhillips, Funding and CPCo have determined to file this
Post-Effective Amendment No. 1 to the Registration Statement to terminate the offering of the
Securities under the Registration Statement and to remove from registration all Securities that
remain unsold at such termination.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 13, 2006.
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ConocoPhillips
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By: |
/s/ John A. Carrig
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John A. Carrig |
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Executive Vice President, Finance, and
Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities
indicated on October 13, 2006.
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| SIGNATURE |
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TITLE |
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James J. Mulva
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Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ John A. Carrig
John A. Carrig
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Executive Vice President, Finance, and
Chief Financial Officer
(Principal Financial Officer) |
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Rand C. Berney
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Vice President and Controller
(Principal Accounting Officer) |
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Richard L. Armitage
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Director |
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Richard A. Auchinleck
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Director |
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Norman R. Augustine
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Director |
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James E. Copeland, Jr.
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Director |
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Kenneth M. Duberstein
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Director |
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Ruth R. Harkin
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Director |
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Larry D. Horner
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Director |
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Charles C. Krulak
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Director |
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| SIGNATURE |
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TITLE |
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Harold McGraw III
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Director |
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Harald Norvik
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Director |
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William K. Reilly
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Director |
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William R. Rhodes
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Director |
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J. Stapleton Roy
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Director |
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Bobby S. Shackouls
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Director |
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Victoria J. Tschinkel
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Director |
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Kathryn C. Turner
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Director |
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William E. Wade
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Director |
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*By:
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/s/ John A. Carrig
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John A. Carrig, Attorney-in-Fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 13, 2006.
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ConocoPhillips Company
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By: |
/s/ John A. Carrig
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John A. Carrig |
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Executive Vice President, Finance, and
Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities
indicated on October 13, 2006.
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| SIGNATURE |
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TITLE |
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James J. Mulva
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President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ John A. Carrig
John A. Carrig
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Executive Vice President, Finance, and
Chief Financial Officer and Director
(Principal Financial Officer) |
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Rand C. Berney
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Vice President and Controller
(Principal Accounting Officer) |
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Director |
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| Carin S. Knickel |
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Director |
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| John E. Lowe |
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*By:
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/s/ John A. Carrig
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John A. Carrig, Attorney-in-Fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 13, 2006.
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ConocoPhillips Australia Funding Company
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By: |
/s/ John A. Carrig
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John A. Carrig |
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President |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities
indicated on October 13, 2006.
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| SIGNATURE |
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TITLE |
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| /s/ John A. Carrig |
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| John A. Carrig
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President and Director
(Principal Executive Officer) |
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| Jeffrey W. Sheets
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Vice President and Treasurer and Director
(Principal Financial Officer) |
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| Rand C. Berney
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Vice President and Controller
(Principal Accounting Officer) |
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| Wayne C. Byers
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Director |
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*By:
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/s/ John A. Carrig
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John A. Carrig, Attorney-in-Fact |
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