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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (3) | 03/31/2006 | D | 23,578 | (3) | (3) | Common Stock | 23,578 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $ 26.0157 | 03/31/2006 | D | 6,000 | 10/22/1997(4) | 10/22/2007 | Common Stock | 6,000 | $ 0 | 0 (4) | D | ||||
| Stock Option (right to buy) | $ 23.9063 | 03/31/2006 | D | 2,000 | 03/26/1998(5) | 03/26/2008 | Common Stock | 2,000 | $ 0 | 0 (5) | D | ||||
| Stock Option (right to buy) | $ 19.4063 | 03/31/2006 | D | 2,000 | 04/07/1999(6) | 03/31/2009 | Common Stock | 2,000 | $ 0 | 0 (6) | D | ||||
| Stock Option (right to buy) | $ 19.0469 | 03/31/2006 | D | 4,000 | 04/19/2000(7) | 03/31/2009 | Common Stock | 4,000 | $ 0 | 0 (7) | D | ||||
| Stock Option (right to buy) | $ 24.065 | 03/31/2006 | D | 4,000 | 04/18/2001(8) | 03/31/2009 | Common Stock | 4,000 | $ 0 | 0 (8) | D | ||||
| Stock Option (right to buy) | $ 20.8325 | 03/31/2006 | D | 4,000 | 04/17/2002(9) | 03/31/2009 | Common Stock | 4,000 | $ 0 | 0 (9) | D | ||||
| Stock Option (right to buy) | $ 24.0225 | 03/31/2006 | D | 4,000 | 04/23/2003(10) | 03/31/2009 | Common Stock | 4,000 | $ 0 | 0 (10) | D | ||||
| Stock Option (right to buy) | $ 32.9825 | 03/31/2006 | D | 4,000 | 04/21/2004(11) | 03/31/2009 | Common Stock | 4,000 | $ 0 | 0 (11) | D | ||||
| Stock Option (right to buy) | $ 49.545 | 03/31/2006 | D | 4,000 | 04/27/2005(12) | 03/31/2009 | Common Stock | 4,000 | $ 0 | 0 (12) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ORCE KENNETH W CAHILL GORDON & REINDEL EIGHTY PINE STREET NEW YORK, NY 10005 |
X | |||
| Kenneth W. Orce | 04/04/2006 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of common stock listed in Table I were cancelled at the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger, dated December 12, 2005, to which the Issuer and ConocoPhillips are parties (the "Merger Agreement"), and, in consideration of such cancellation, the Reporting Person became entitled to receive, for each such share of Issuer common stock, 0.7214 shares of ConocoPhillips common stock and $46.50. |
| (2) | These shares of common stock are owned by trusts of which the Reporting Person's wife is trustee and their children are beneficiaries. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (3) | 1 for 1. Pursuant to the Merger Agreement, at the Effective Time, these phantom stock units ceased to be measured by the value of Issuer common stock and were converted into 34,013 phantom stock units measured by the value of ConocoPhillips common stock. These phantom stock units were acquired under the Company's deferred compensation plan, are fully vested, and are to be settled in cash upon retirement or other termination of employment. |
| (4) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (October 22, 1997), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 8,655 shares of ConocoPhillips common stock with an exercise price of $18.0345 per share. |
| (5) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (March 26, 1998), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $16.5723 per share. |
| (6) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 7, 1999), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $13.4528 per share. |
| (7) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 19, 2000), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $13.2036 per share. |
| (8) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 18, 2001), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $16.6823 per share. |
| (9) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 17, 2002), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $14.4415 per share. |
| (10) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 23, 2003), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $16.6528 per share. |
| (11) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 21, 2004), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $22.8640 per share. |
| (12) | Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 27, 2005), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $34.3454 per share. |