Conoco Inc. went out of existence today after 106 years in the oil and coal business, becoming a subsidiary of E.I. du Pont de Nemours & Co. in the culmination of the largest merger ever.
An otherwise-routine 18-minute stockholders meeting here brought a formal end to the intense summer-long battle for control of Conoco, won by Du Pont at a cost of more than $7.3 billion. In the process, Du Pont acquired more than 94 percent of Conoco's stock. Today's meeting merely fulfilled the legal requirements for the combination, ending Conoco's existence as an independent corporation.
A certificate of merger, filed today with the secretary of state in Delaware, completed the merger, and shareholders still owning Conoco shares have been told to turn them in for 1.7 shares of Du Pont common stock for each share of Conoco.
Ralph E. Bailey, Conoco's chairman, said the merger -- sought by both companies' directors and management -- will forge "one of the world's greatest industrial enterprises.
"We will combine the natural resource strengths and expertise of Conoco with Du Pont's great strengths in research, technology and innovative products," said Bailey, who will become one of two vice chairmen of the postmerger Du Pont.
A new management troika will direct Du Pont, headed by the Wilmington company's chairman, Edward G. Jefferson, and Du Pont Vice Chairman R.E. Heckert. As a separate Du Pont subsidiary, Conoco will be run by an executive committee headed by Bailey and including Jefferson, former Du Pont chairman Irving S. Shapiro and Du Pont's David K. Barnes as nonvoting members.
Bailey assured the Conoco officers and shareholders present today -- and the larger Wall Street audience -- that the combination of the two billion-dollar giants will "not be disruptive." However, he provided no specifics, nor even any clues, on how the pieces will fit together.
The merger added $4 billion to Du Pont's debt, and reducing this expensive burden is one of Du Pont's priorities.