EXHIBIT (a)(14)
GULF INDONESIA RESOURCES LIMITED
NOTICE OF CANCELLATION AND EXERCISE
OF STOCK APPRECIATION RIGHTS
NOTICE OF CANCELLATION
TO: ALL HOLDERS OF STOCK APPRECIATION RIGHTS ("SARs")
Gulf Indonesia Resources Limited ("Gulf Indonesia"), Conoco Canada Resources
Limited ("Conoco Canada") and Conoco Inc. ("Conoco") have entered into an
agreement, pursuant to which Conoco Canada has agreed to acquire all of the
issued and outstanding common shares of Gulf Indonesia (the "Gulf Indonesia
Common Shares") not owned by Conoco Canada at a price of U.S.$13.25 per Gulf
Indonesia Common Share. On Wednesday, June 12, 2002, formal take-over bid
documentation relating to Conoco Canada's offer (the "Offer") was mailed to Gulf
Indonesia shareholders and optionholders. The agreement entered into between
Gulf Indonesia, Conoco Canada and Conoco in connection with the Offer provides
for the acceleration of unvested SARs so that any entitlement under the
Leveraged Purchase Plan (the "LPP") becomes fully vested prior to the expiration
of the Offer. In addition, the LPP, pursuant to which the SARs have been
granted, provides that if there is an offer for Gulf Indonesia Common Shares
which, if successful, would entitle the offeror to acquire all of the Gulf
Indonesia Common Shares, Gulf Indonesia may irrevocably cancel any unexercised
SARs upon giving the participants under the LPP written notice of such
cancellation.
ACCORDINGLY, NOTICE IS HEREBY GIVEN THAT ALL UNVESTED SARS ARE FULLY VESTED AND
THAT ALL UNEXERCISED SARS WILL BE CANCELLED AS OF THE EXPIRATION OF THE OFFER
(THE "EXPIRATION TIME"), CURRENTLY SCHEDULED TO BE 6:00 P.M. (NEW YORK TIME) ON
JULY 19, 2002. IN THE EVENT THAT CONOCO CANADA DOES NOT TAKE UP AND PAY FOR GULF
INDONESIA COMMON SHARES, THIS NOTICE OF CANCELLATION SHALL BE DEEMED TO BE
REVOKED AND THE CORRESPONDING NOTICE OF EXERCISE OF SARS (AS SET OUT BELOW)
SHALL BE DEEMED NOT TO HAVE OCCURRED, THE LPP SHALL BE RESTORED TO ITS ORIGINAL
STATUS, AND ALL SUCH RIGHTS AND PRIVILEGES HELD BY HOLDERS OF SARS PURSUANT TO
THE LPP SHALL BE RESTORED AND MAINTAINED.
Upon the acquisition of Gulf Indonesia Common Shares by Conoco Canada under the
Offer, holders of SARs will be entitled, upon exercise, to receive a cash
payment equal to the "in-the-money" difference between the offer price of
U.S.$13.25 and the strike price under such SARs, multiplied by the number of
SARs at each strike price. Any SARs which remain unexercised as of the
Expiration Time will be cancelled for no consideration. HOLDERS OF SARS WISHING
TO EXERCISE THEIR SARS PRIOR TO EXPIRATION OR CANCELLATION ARE ADVISED TO
COMPLETE THE NOTICE OF EXERCISE BELOW AND TO RETURN IT TO XXXXXXXX XXX AT CONOCO
CANADA RESOURCES LIMITED, 0000, 000 - 0XX XXXXXX X.X., XXXXXXX, XXXXXXX X0X 0X0,
TELEPHONE: (000) 000-0000, FAX: (000) 000-0000, E-MAIL: XXXXXXXX.XXX@XXXXXX.XXX,
AS SOON AS POSSIBLE.
NOTICE OF EXERCISE
The undersigned hereby irrevocably exercises all SARs held by the undersigned
effective only as of the Expiration Time and, for greater certainty, in the
event that Conoco Canada does not take up and pay for Gulf Indonesia Common
Shares, such exercise shall be deemed not to have occurred.
Signature: Address for delivery of cheque:
--------------------------------
Name:
-------------------------------- -----------------------------------
Date:
-------------------------------- -----------------------------------
